Carolyn has over 20 years of experience representing clients in a wide variety of structured finance transactions and distressed debt restructurings and liquidations. She is a partner in both the Firm's Bankruptcy Practice Group and Lending and Structured Finance Practice Group. In 2008, Carolyn was elected a fellow to the American College of Commercial Finance Lawyers, which selects its members (fellows) from commercial finance attorneys in the United States practicing at least 15 years who have contributed significantly to the education of others in commercial finance law through teaching, lecturing or published writings.
Carolyn's practice focuses on structuring commercial transactions to reduce insolvency risk. She has extensive experience in insolvency related matters, which she utilizes in structuring finance transactions and restructuring corporate debt.
Carolyn's experience in commercial finance covers a wide spectrum of transactions under the Uniform Commercial Code. She has represented numerous issuers in their securitization or monetization of accounts, chattel paper, instruments and mortgages, and payment intangibles in transactions ranging up to $900 million in size. Carolyn also has expertise in the areas of solar financing and timeshare securitizations. She closes cash flow and asset based credit facilities, commercial paper facilities, letter of credit facilities, acquisition financing and debtor-in-possession financing.
Carolyn has extensive experience in handling foreclosures of businesses (public sales, private sales and strict foreclosures), negotiating non-judicial liquidation arrangements, drafting forbearance agreements, and handling enforcement matters for distressed debt divisions of lender clients.
In bankruptcy matters, Carolyn represents both debtors and creditors in complex chapter 11 cases. Carolyn has been involved in the firm's representation of debtors and equity owners in the restructuring of: Allied Systems Holdings, Inc., a prominent national hauler of automobiles throughout North America; Taylor, Bean & Whitaker Mortgage Corp., a national residential mortgage loan originator and servicer, and its securitization affiliate, Ocala Funding; UMB Bank, N.A., as indenture trustee for the bondholders in the restructuring of a prison; Charter Behavioral Health Systems, an owner of hospitals nationwide providing behavioral healthcare; and Las Floras, a master-planned community located in Orange County, California. Carolyn also represents equipment lessors in chapter 11 cases.
Carolyn has served as lead counsel to bank clients both in chapter 11 reorganizations and pre-bankruptcy negotiations with defaulted borrowers, including representing clients in bankruptcy court, cash collateral arrangements and debtor-in-possession financing, litigating perfection issues, and handling 363 sales.
Carolyn renders bankruptcy law related legal opinions, primarily true sale, substantive consolidation, property of the estate, and preference opinions, in a wide variety of transactions. She also reviews non-consolidation opinions for lender clients in securitization transactions for compliance with Standard & Poor's Legal Criteria for U.S. Structured Finance Transactions.
Bank/lender clients have included Bank of America, Wells Fargo Bank, UMB Bank, BB&T, Synovus Bank, Bank of New York Mellon, Silicon Valley Bank, Bank of North Georgia, Comerica Bank, ABN AMRO Bank, Bank Austria, General Electric Capital Corporation and ING North America Investment Centre.
Borrower clients have included Georgia-Pacific Corporation, CompuCredit Corporation, Allied Holdings, The Southern Company and its subsidiaries (Georgia Power, Southern Company Energy Solutions, Southern Nuclear), Westgate Resorts, Cousins Properties, AGCO Corporation, Chick-fil-A, ScanSource, Matria Healthcare and high net worth individuals.
Georgia Jurisprudence - Business and Commercial Law, Uniform Commercial Code, (Lawyers Cooperative Publishing, 1995), co-author "Article 9: Secured Transactions," co-author " Article 4: Bank Deposits and Collections."
Presentations and Speaking Engagements
Speaker, When the Financing Party Isn't on the "Sunny Side" of Solar: Hot Issues and Enforcement of Remedies in Solar Financing, American Bar Association Annual Meeting, San Francisco, California, August 10, 2013, presented by the ABA's Creditor's Rights Subcommittee, Banking Law Subcommittee and Bankruptcy Litigation Subcommittee.
Speaker, Structural and Legal Considerations/Concerns for Solar, Wind and Other Renewable ABS Deals, First Annual Sunshine Backed Bonds Conference, New York, NY, May 3, 2013, presented by Information Management Network.
Speaker, Disclosure Issues in Loan Workouts, American Bar Association Business Law Meeting, Boston, Massachusetts, April 16, 2011, presented by the ABA's Banking Law Committee, Commercial Finance Committee, and Securitization Committee, in a CLE program titled "Questions You Never Used to Ask: Emerging Ethical and Liability Concerns in Commercial Loan Workouts."
Speaker, Re-Structured Financing: Voluntary and Involuntary Changes to Deal Structures, American Bar Association Business Law Meeting, Denver, Colorado, April 23, 2010, presented by the ABA's Commercial Finance Committee.
Speaker, Loan Workouts: Achieving Desired Tax Results, While Not Losing Sight of Business Considerations, presented by The American Bar Association's Committee on Taxation, July 31, 2009, Chicago, Illinois.
Moderator, Hands Across the Borders - A Comparison of the Insolvency Laws of the United States, Canada and Mexico, presented by The American Bar Association's Commercial Finance Committee, April 17, 2009, Vancouver, British Columbia.
Moderator, Structuring Transactions to Mitigate Insolvency Risks: Use and Limitations of Escrow Agreements, Letters of Credit, Security Deposits and Other Mechanisms, presented by the American Bar Association's Creditors' Rights and Bankruptcy Litigation Subcommittees, March 15, 2007, Washington, D.C.
Moderator, Critical questions to ask when analyzing a transaction: Practice pointers derived from recent trends in true sale and substantive consolidation (presentation focused on the legal criteria for selling assets to a special purpose vehicle affiliate so that the assets are removed from the bankruptcy risk of the seller), presented by the American Bar Association's Creditors' Rights and Bankruptcy Litigation Subcommittees, August 7, 2004, Atlanta, Georgia.
Speaker, Special Problems and Issues in Dot-Com Bankruptcies (presentation focused on the following topics: valuation of intellectual property; foreclosure issues and impact of Revised Article 9 on liquidation of assets of technology companies; and copyright, patent and trademark laws respecting ownership and perfection); presented at the Georgia Institute of Continuing Legal Education's program on "Workouts, Turnarounds and Restructurings," February 15, 2001, Atlanta, Georgia.
Speaker, Issues Arising in a Problem Loan Situation (presentation focused on the following topics: file audit, perfection analysis, documentation of loan workout, assessing bankruptcy risks and consequences, and minimizing lender liability exposure); presented at Lorman Education Services' seminar on "Commercial Lending Requirements and Loan Documentation in Georgia," August 24, 2000, Atlanta, Georgia.
Carolyn has achieved Martindale-Hubble's highest rating for legal ability and ethical standards.
Included in Georgia's Best Lawyers (2009-2013).
Selected as one of Georgia Trend Magazine's Legal Elite in Bankruptcy/Creditors' Rights Law, (2005, 2011-2013)
Volunteer of the Year, awarded by the Atlanta Bar Association for Carolyn's work as Chair of the Hospitality Committee for the Coordinating Committee for the Olympics, May 1996.
Recognized in The Best Lawyers in America in Securitization and Structured Finance Law (2009-2013).
Partner, Troutman Sanders LLP, 2001 - present
Associate, Troutman Sanders LLP, 1996-2001
Associate, Kilpatrick Stockton LLP, 1990-1996
Law Clerk to The Honorable William C. O'Kelley, Chief Judge, U.S District Court; N.D. of GA (1989-1990)
Law Clerk to The Honorable Henry A. Mentz, Judge, U.S. District Court; E.D. of LA (1987-1989)
· American College of Commercial Finance Lawyers (Fellow)
· Vice Chair, Bankruptcy Litigation Subcommittee of the ABA's Business and Corporate Litigation Committee, 2007-present
· Chair and Vice Chair, Loan Workouts and Bankruptcy Subcommittee of the ABA's Banking Law Committee, 2008-2012
· Chair and Vice Chair, Creditors' Rights Subcommittee of the ABA's Commercial Finance Committee, 2003-2008
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