Skip to main content

Asset Based Financing Strategies 2016


Speaker(s): Edwin E. Smith, Joanne De Silva, June L. Basden, Peter C. Kostant, Peter Montoni, R. Marshall Grodner, Scott A. Lessne
Recorded on: Feb. 29, 2016
PLI Program #: 150302

June Basden is both an attorney and a Certified Public Accountant with more than 29 years of experience in commercial finance and banking law.  She represents national, regional and community banks, financial institutions and commercial lenders in a variety of finance transactions, with a special focus on commercial lending and creditors' rights. 

June has extensive experience in asset-based lending, factoring, single-lender and syndicated credit facilities, commercial real estate transactions, loan workouts and modifications, foreclosures and bankruptcies.  She is a fellow of the American College of Commercial Finance Lawyers  and is a Certified Public Accountant. Her clients have found her strategic counsel especially critical in the current financial landscape as she advocates for ways to achieve the best possible outcome.

Professional Memberships and Activities

American College of Commercial Finance Lawyers, Fellow and former Regent

American Institute of Certified Public Accountants

Lawyers Mutual Liability Insurance Company of North Carolina, Board of Directors; Finance   Committee, Chairperson

American Bar Association

North Carolina Bar Association; Former Chairperson of the Business Law Section

North Carolina Institute of Certified Public Accountants

Risk Management Association, Triad Chapter Board of Directors

Turnaround Management Association

American Bankruptcy Institute


Joanne co-leads the firm’s U.S. direct lending practice. Her practice includes debt investments and debt restructurings across the capital structure. She represents business development companies, debt investment funds, banks, and other institutional investors in a diverse range of transactions including unitranche, senior secured, and mezzanine transactions.

She has extensive experience with intercreditor arrangements including agreements among lenders, first lien/second lien and split collateral intercreditor agreements, and subordination agreements. She is a regular speaker at a Practising Law Institute program on intercreditor agreements.

Joanne is qualified to practice in New York and is a solicitor in England and Wales. She was previously qualified as a barrister in England and Wales, and was a practicing advocate and solicitor in Singapore.

Representative Clients and Matters

Notable transactions in which Joanne has been involved include the following:

  • Advised KKR Credit Advisors (US) LLC in a $240 million unitranche financing for the acquisition of Fastener Acquisition, Inc. by Kelso & Company.
  • Advised KKR Capital Markets LLC and KKR Credit Advisors (US) LLC in connection with $625 million first lien, senior second lien, and junior second lien credit facilities to fund the acquisition of Centric Group and Trinity Services by H.I.G. Capital.
  • Advised KKR Credit Advisors (US) LLC in connection with $525 million floating rate unsecured senior notes, issued to finance the corporate reorganization of two portfolio companies of CCMP Capital Advisors, LLC, and in connection with KKR Credit Advisors’ minority equity co-investment in PQ Corporation.
  • Advised Castanea Partners Fund III, L.P. in connection with $15 million subordinated notes issued by a portfolio company, and related subordination arrangements in respect of its senior secured revolving and letter of credit facilities.
  • Advised Gawker Media, LLC in a $22 million debtor-in-possession financing in connection with Chapter 11 proceedings.

Honors & Awards

  • Legal 500 (2016)
  • IFLR1000: The Guide to the World’s Leading Financial Law Firms, Rising Star (2016-2017)

Presentations & Speeches

Presenter, “Subordination and Intercreditor Agreements,” Practising Law Institute Asset Based Financing Strategies 2016 Webinar (February 29, 2016)

Education

  • BA (Jurisprudence), With Honors, 1991, Oxford University

Bar Admissions

  • New York, 2002
  • England and Wales, Solicitor, 1997

Languages

  • French
  • Malay


Edwin E. Smith is a partner in the New York City and Boston offices of Morgan, Lewis & Bockius LLP. He concentrates his practice in general commercial and insolvency law. He has been a member of the teaching faculty at the Morin Center for Banking Law Studies at Boston University Law School, where he has taught secured transactions and transnational lending and trade finance. He has also served as a lecturer on secured transactions at Northeastern University Law School of Law, Harvard Law School and Suffolk Law School. As a Uniform Law Commissioner for the Commonwealth of Massachusetts, he has served as a member of the drafting committees for the 1995 revisions of Article 5 (letters of credit) and the 1999 revisions of Article 9 (secured transactions) of the Uniform Commercial Code and as the chair of the drafting committees that formulated the 2002 amendments to Articles 3 (negotiable instruments) and 4 (bank deposits and collections) of the Uniform Commercial Code, the 2010 amendments to Article 9 (secured transactions of the Uniform Commercial Code and the 2014 amendments to the Uniform Voidable Transactions Act (formerly the Uniform Fraudulent Transfer Act). 

He has also served on the drafting committees for the Uniform Certificate of Title Act (2005), the Uniform Assignment of Rents Act (2005), the Uniform Manufactured Housing Act (2012), the Uniform Limited Liability Company Protected Series Act (2017) and the Uniform Regulation of Virtual Currency Businesses Act (2017). He is the chair of the drafting committee considering amendments to the Uniform Commercial Code to address electronic mortgage notes secured by residential real property and registered in a federal registry. He is currently serving as a Uniform Law Commission representative to the Permanent Editorial Board for the Uniform Commercial Code. Mr. Smith is a past Chair of the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association and a past member of the Council for the Business Law Section. He also served as a U.S. delegate on the United Nations Convention on the Assignment of Receivables in International Trade and as a U.S. delegate to the United Nations Commission on International Trade Law (UNCITRAL) working group on creating a secured transactions guide for legislation in United Nations member countries. 

He is a member of the American Law Institute, the National Bankruptcy Conference (for which he serves on the executive committee), the American College of Bankruptcy (for which he recently served as a member on the board of directors and as chair of the Policy Committee) and the International Insolvency Institute and is a past President of the American College of Commercial Finance Lawyers. He is a graduate of Yale University and Harvard Law School.


Peter C. Kostant is a Visiting Professor at New York Law School, an Adjunct Professor at Fordham University School of Law and Brooklyn Law Schools. He is a graduate of Yale College and Fordham Law School and holds a Master's Degree in Chinese Studies from Washington University in St. Louis.  He practiced law with several firms including Dewey Ballantine and Holtzmann, Wise and Shepard.  He is the author of Practical Applications of the Law: Business Organizations, published by Little, Brown & Company and numerous scholarly articles.


R. Marshall Grodner is a member in the firm's Baton Rouge office. His practice focuses primarily in commercial transactions, secured transactions, commercial finance, opinion letters, and commercial real estate. Marshall serves as chair of the firm's legal opinion committee. He is also the Treasurer of and a Fellow in the American College of Commercial Finance Attorneys. Marshall is the President of the Association of Commercial Finance Attorneys. He is also the First Vice Chair of the Commercial Finance Committee of the Business Law Section of the American Bar Association. Marshall has served as an adjunct professor at the Louisiana State University Law Center. He has authored or co-authored several articles in law reviews and other publications dealing with commercial finance, secured transactions, commercial real estate and other business law issues. Marshall has also delivered lectures and papers throughout the country dealing with loan documentation, secured transactions, ethics and professionalism in the transactional context and real estate law.


Scott Lessne is a Senior Counsel in the Financial Services Group in Crowell & Moring’s Washington, D.C. office where is he the chair of firm’s Commercial Finance and Lending group. He is also a member of the firm’s Blockchain and Distributed Ledger Technology initiative which focuses on providing practical advice to financial institution and corporate clients on how these new technologies will impact their respective industries and how to implement these technologies in compliance with existing laws and regulations. 

Scott’s practice involves the representation of financial institutions in connection with the negotiation and documentation of secured and unsecured commercial, asset - based and real estate loan restructures as well as advising clients on legal issues arising in complex single and multi-lender loan workouts and restructures. In addition, Scott advises financial institution clients on creditors’ rights remedies including judicial and non-judicial enforcement actions and bankruptcy strategies. Scott’s practice also includes structuring, negotiating and documenting new complex commercial loan origination transactions across multiple industries. 

His prior experience includes tenure as the senior in-house lawyer at a major global bank responsible for providing and managing all legal services for the commercial and real estate loan workout division of the corporation. Scott has also served as the General Counsel for the healthcare finance division of a commercial finance company and more recently as the General Counsel of the finance company’s regulated bank subsidiary. Prior to his in-house experience, Scott was in private practice where he developed his expertise in commercial loan restructuring, creditors’ rights and lending. Scott began his legal career as a law clerk to the Superior Court Judges of the State of Connecticut.
 
Scott is a past President of the Association of Commercial Finance Attorneys, Inc. and is a Fellow and former Regent of the American College of Commercial Finance Lawyers. He recently co-chaired the ABA Commercial Finance Committee’s subcommittee on Loan Documentation and is currently a member of the Commercial Finance Committee’s Programs subcommittee.  He has taught a course in Secured Transactions as a member of the adjunct faculty of Suffolk University Law School. Scott is a regular speaker on topics relating to commercial finance, loan workouts, creditors' rights and bankruptcy.


Peter is Executive Counsel for Antares Capital LP where he provides comprehensive legal coverage of significant restructuring and bankruptcy matters. Peter focuses on complex bankruptcies and out-of-court restructurings (including, without limitation, debt-for-equity restructurings, lender credit bids, contested chapter 11’s and prepackaged and pre-negotiated chapter 11’s). Peter also provides general support for Antares’s distressed loan portfolio, as well as structuring assistance for challenging new credits.  Peter joined GE Capital, the prior owner of the Antares lending business, in 2006 as senior counsel for GE Capital - Corporate Financial Services where he provided internal legal support for both new financing and workout transactions. Prior to joining GE Capital, he was an associate in the finance and financial restructuring departments for Morgan, Lewis & Bockius in New York City. Peter graduated from Hofstra University in 1994 with a Bachelor’s in Business Administration majoring in finance. He received his J.D. from St. John’s University School of Law in 1997.