Practice Areas & Industries: Luce, Forward, Hamilton & Scripps LLP

• Commercial Lending / Asset Based Lending / Real Estate Lending / Municipal Finance.
• Acquisition of assets of distressed entities.
• Workouts on behalf of both creditors and debtors.
• Creditors Rights, including representation of lenders, indenture trustees, lessors and Creditor Committees.
• Representation of Chapter 7 and Chapter 11 Trustees, Receivers and Assignees for the benefit of creditors.
• Representation of Debtors in pre-bankruptcy planning, adversary proceedings and reorganizations.

Going Concern Transactions

Commercial Lending / Asset Based Lending / Real Estate Lending / Municipal Finance

Luce Forward's Commercial, Finance And Insolvency team negotiates and documents lending and other secured transactions on behalf of creditors, debtors, lessors and real estate developers. We are experienced in bankruptcy proceedings, receiverships, assignments for the benefit of creditors and state court litigation as well as appellate matters. Representative matters include:

• Counsel to bank on a $36,500,000 loan for the development and construction of an underground garage, ground floor retail and residential units and on sale of participating interests to syndicate banks.
• Counsel to a national banking association in connection with an $18,000,000 revolving credit facility to a manufacturer of computer components.
• Counsel to borrower on $46,000,000 acquisition loan involving properties located in multiple states and formation of bankruptcy-remote special purpose entity.

Special underwriters counsel in connection with a community college district's issuance of $34,300,000 of certificates of participation for capital improvement projects.

Acquisition and Sale of Assets of Distressed Entities

Luce Forward's Commercial, Finance And Insolvency team negotiates, documents and obtains approval for the acquisition and sale by our clients of the assets or stock of distressed entities. Representative matters include:

• Represented international homebuilding company in its attempt to purchase a $65 million property out of the Roman Catholic Bishop of San Diego case.
• Counsel to a distributor of food products and restaurant supplies on the acquisition through an assignment for the benefit of creditors of a meat packing company and associated real property.
• Counsel to an operator of family entertainment centers on the acquisition through a Chapter 11 bankruptcy case of certain fixed assets and real property leases of a competitor who operated arcades, restaurants and bars.
• Represented creditor, monitoring sale of Chapter 7 debtor's rolled steel manufacturing equipment, resulting in full payment to creditor.
• Counsel to proposed purchaser of food manufacturing operation from Chapter 11 debtor.
• Represented manufacturer of paper products and single piece thermal cup products in the acquisition through a Chapter 7 bankruptcy of the production equipment of a similar product manufacturer.
• Counsel to a nasal strip manufacturer on the acquisition through a Chapter 7 bankruptcy of the intellectual property, contract rights and other assets of an IP licensor/debtor.

Workouts on Behalf of Creditors and Debtors

Luce Forward's Commercial, Finance And Insolvency team negotiates, documents and, where necessary, obtains approval for the restructuring and resolution of troubled commercial credit transactions. Counsel to a high-technology start-up company in a compromise with its creditors that permitted the company to avoid foreclosure and liquidation of its assets. Representative matters include:

• Counsel to Northern California bank in restructure of 75 loans in the outstanding amount of over $50,000,000 to numerous franchisee borrowers, involving 15 different franchisors, with the result of achieving pay off of the loans or selling the loans.
• Counsel to a lessor of healthcare related equipment in restructuring and obtaining payment on lease obligations.

Creditor's Rights

Luce Forward's Commercial, Finance And Insolvency team works to develop solutions for creditors that create and preserve provisional and permanent remedies that maximize the preservation of collateral and the recovery of indebtedness both from primary obligors and guarantors. Representative matters include:

• Counsel to commercial finance group and Northern California bank in bankruptcy proceedings filed by franchisees to assert lender's rights as a real property secured lender and to formulate creative solutions for the lenders to the franchisee's insolvency.
• Counsel to the indenture trustee of a $150,000,000 bond issuance of a construction equipment manufacturer in connection with the issuer's default of the indenture, subsequent Chapter 11 bankruptcy case and eventual distribution to bond holders.
• Counsel to an equipment lessor in the recovery of multi-million dollar pieces of equipment in multiple states.
• Counsel to the Official Committee Of Unsecured Creditors in connection with all aspects of one of the nation's largest telecommunication industry bankruptcy cases.

Representation of Chapter 7/Chapter 11 Trustees, Receivers, Assignees for the Benefit of Creditors

Luce Forward's Commercial, Finance And Insolvency team works with Trustees, Receivers and Assignees in the identification of possible assets, analysis of business risks and opportunities in connection with the entity that such person has been charged to administer and in the recovery and distribution of funds to creditors. Representative matters include:

• Counsel to Chapter 7 trustee liquidating real and personal property in California and Nevada analyzing security interests, prosecuting complaints, evaluating claims and making distributions to creditors.
• Counsel to Chapter 11 trustee evaluating and selling debtor's intellectual property, recovering assets, confirming reorganization plan, evaluating claims, prosecuting lawsuits, and making distributions to creditors.
• Counsel to the Receiver of a software company in the collection of a $12,000,000 judgment involving the liquidation of the software company and its substantial real estate holdings.
• Counsel to an Assignee For The Benefit Of Creditors in the liquidation of a biotechnology company.

Representation of Debtors

Luce Forward's Commercial, Finance And Insolvency team works with individuals and entities in determining whether to file a bankruptcy case or commence an assignment for the benefit of creditors and assisting such clients in all facets of such cases, including preparation, solicitation and approval for plans of reorganization and bankruptcy litigation to recover assets, avoid unperfected liens and/or challenge the validity or amount of claims being asserted against the debtor. Representative matters include:

• Counsel to businesses on the propriety, advantages and disadvantages of filing a Chapter 11 bankruptcy case to reorganize faltering operations and/or as a means to resolve actual and potential liabilities.
• Counsel to product distributor in the successful prosecution and recovery of obligations due the Debtor in multiple adversary proceedings brought in bankruptcy court.
• Counsel to a leading distributor of roofing and siding building materials in the successful reorganization of its business operations and resolution of numerous outstanding warranty claims and related litigation through a confirmed Chapter 11 Plan Of Reorganization.