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Asset Based Financing Strategies 2017


Speaker(s): Christine Gould Hamm, Edwin E. Smith, Joanne De Silva, Peter C. Kostant, Peter Montoni, R. Marshall Grodner, Rachel Jaffe Mauceri, Scott A. Lessne
Recorded on: Feb. 6, 2017
PLI Program #: 185690

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,  the 2014 amendments to the Uniform Voidable Transactions Act (formerly the Uniform Fraudulent Transfer Act) and the 2018 Amendments to Articles 1, 3, 8 and 9 of the Uniform Commercial Code to address electronic mortgage notes secured by residential real property and registered in a federal registry. 

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), the Uniform Regulation of Virtual-Currency Businesses Act (2017), and the Uniform Supplemental Commercial Law for the Uniform Regulation of Virtual-Currency Businesses Act (2018). 

Mr. Smith is currently serving as the chair of the Permanent Editorial Board for the Uniform Commercial Code. He 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 Montoni is Associate General 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. 


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


Christine Gould Hamm is currently managing counsel at Wells Fargo Bank, N.A. Christine and her team of experienced lawyers and paralegals support the Wells Fargo Commercial Distribution Finance business. Christine was senior counsel for a GE Capital equipment finance business that Wells Fargo acquired in March 2016. Prior to joining the GE Capital business in August 2011, Christine was a partner in the Kansas City office of Husch Blackwell LLP and focused her practice in the Banking & Finance, Commercial Transactions, Aviation, Energy Industry, and Public Finance practice groups of the firm. Christine advised commercial financial institutions and corporate clients in various types of financial transactions, including asset-based, cash-flow, equipment, real estate, second-lien, club and syndicated loans and aircraft and equipment leases. In addition to assisting clients in structuring, negotiating and documenting financial transactions, Christine advised clients in workouts, restructurings and liquidations related to financial transactions and distressed loans. She also represented corporate clients in general financing, real estate, acquisition, disposition, investment, joint venture, development and other commercial transactions. 

Christine has a J.D. from the University of Notre Dame Law School, an M.B.A. from the Yale University School of Management, and a B.S. from Saint Mary College (now the University of Saint Mary).


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.


Rachel Jaffe Mauceri is of counsel in the Philadelphia office of Morgan Lewis.  She has over 17 years of experience counseling clients in complex bankruptcy and restructuring matters. Her practice includes representing debtors in pre-negotiated and traditional bankruptcy proceedings, debtor-in-possession financing, bankruptcy litigation, creditors’ rights and workouts, the purchase and sale of assets out of bankruptcy, and other aspects of bankruptcy and reorganization. Rachel’s clients include debtors, financial institutions, indenture trustees, pension and benefit plans, potential acquirers, and other significant creditors and parties in interest.

Rachel regularly moderates and participates in panel discussions on bankruptcy-related matters and writes on current issues in bankruptcy. She is an active member of the Turnaround Management Association, and currently sits on the board of directors of the Philadelphia-Wilmington chapter (and is chair of the chapter’s Network of Women affinity group).  She is also co-chair of the 2019 TMA NOW Summit and the 2019 TMA Mid-Atlantic Regional Symposium.  Rachel is also a member of the American Bankruptcy Institute and IWIRC. She sits on the board of the Consumer Bankruptcy Assistance Project and is a member of the 2019 VALCON Advisory Board.

Before joining Morgan Lewis, Rachel was an associate in the New York office of another international law firm, where she focused on bankruptcy and restructuring. She graduated in 2001 from Yeshiva University’s Benjamin N. Cardozo School of Law, Member of the Coif, cum laude, and from Ithaca College in 1995. While in law school, Rachel interned for Judge Prudence Beatty Abram of the United States Bankruptcy Court for the Southern District of New York.

Rachel is admitted to the bars of New York, New Jersey and Pennsylvania, and the courts of the Southern District of New York, the District of New Jersey and the Eastern District of Pennsylvania.


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.