Commercial Lending & Finance

MWH Law Group attorneys understand the complex terrain of commercial lending and finance. In recent years, we’ve witnessed a significant transformation in the financial and legal services sector, especially regarding attorneys who handle the structuring and documentation of transactions for financial institutions. These transactions have evolved to become increasingly intricate and sophisticated. Our team of legal professionals have more than 400 years of combined experience and provide comprehensive legal support tailored to meet the diverse needs of businesses engaged in commercial transactions.

Scope of Services

Our attorneys have experience working with multinational corporations, major manufacturers, and Fortune 500^® companies to maintain compliance with relevant laws and regulations governing commercial lending and finance. This includes involvement in complex transactions, such as banking regulations, securities laws, and consumer protection statutes. MWH Law Group commercial finance attorneys specialize in a wide range of services, including:

• Construction loan agreements
• Notes
• Construction mortgages and security agreements
• Providing for lender collateral security interests in project’s architect and construction contracts
• Disbursing agreements
• Payment and performance guarantees
• Representation of lenders and developers in conjunction with the purchase, financing, and development of projects, including:
  • Commercial and retail
  • Office
  • Convention center
  • Stadium
  • Single-family residential, and
  • Multi-family housing, with an emphasis on senior residential market-rate and affordable housing developments and assisted living
• Oversight of processes and procedures associated with:
  • Draw requests/requisitions of project funds
  • Change orders
  • Architect and construction contract review and analysis
  • Compliance with financial covenants and information
  • Satisfaction of covenants and requirements for lender’s disbursement of final advance funding
  • Coordination and oversight of title insurance company endorsement and date down procedure for lender’s loan policy
  • Conversion of construction loan to term loan
• Performance of due diligence investigation and review relating to corporate organization, standing and governance, real property review (survey, environmental, structural, etc.) and related title examination; securing of necessary state and local permitting and project approvals
• Traditional lender financing and:
  • Tax incremental financing
  • Housing and industrial development revenue bonds
  • Taxable revenue bonds
  • Midwestern Disaster Area Bond designations

FDIC Secured Lending Transactions:

• We regularly represent banking institutions in secured commercial lending transactions and various credit facilities.
• Our experience includes working on secured transactions of various sizes, including drafting and negotiating loan/mortgage documents, all aspects of due diligence, perfection of security interests, and providing opinions.
• We represent financial institutions, mortgage companies, and borrowers in documenting and negotiating commercial loan transactions, legal advice and analysis, secondary market agency requirements (FHLMC, FNMA, FHA, VA), attorney opinion letters, subordination issues, commitment letters, mortgage indentures, and litigation.

Recent Representative Matters

• Extensive experience in commercial loan and construction loan transactions for a variety of entities, including SBA Local Development Corporations and establishing revolving and small business loan funds, as well as drafting, reviewing, and negotiating debentures, guarantees, trust deeds, and security agreements.
• Handled numerous aspects of a secured loan transaction, including drafting, reviewing, and negotiating contracts and secured loan documents during several phases of construction.
• Represent lenders in various loan originations, renewals, and refinancings, including negotiations and drafting credit agreements, notes, direct borrower mortgages, collateral mortgages, guaranties, resolutions, and other loan documents.
• Experience with large secured transactions, including the negotiation of loan/mortgage documents, due diligence, perfection of security interests, and provision of opinions, including a recent $2.2 billion transaction.
• Represent interests of lenders as original purchasers of Industrial Development Revenue Bonds issued by local municipalities to finance purchase of real estate, construction of improvements, and/or purchase of equipment by manufacturing companies and other private entities.
• Reviewed, negotiated, and revised inter-creditor agreement protecting lender’s priority interest in loan refinance where borrower had obligations as franchisee for payments to franchisor and maintained borrower’s franchisee payments as subordinate to its loan obligations to lender.
• Prepared indemnification agreement between lender and local municipality protecting lender’s interests as a depository for payment of real estate tax payments.
• Represented lender of revolving line of credit to municipal electric company, including negotiating original credit agreement and additional extensions and modifications every few years.
• Prepared subordination, non-disturbance, and attornment agreement protecting lender’s interests in loan transaction where borrower was ground lessor and its ground tenant subleased property to major drugstore retailer.
• Drafted and negotiated credit agreements for a corporate bank. Agreements included related loan documents with security instruments for loans between $5–$15M.
• Reviewed, negotiated, and revised inter-creditor agreement protecting lender’s priority interest in a loan refinance where borrower had obligations as a franchisee for payments to franchisor and maintained borrower’s franchisee payments as subordinate to its loan obligations to the lender.
• Represent lenders in various loan originations, renewals, and refinancings, including negotiations and drafting loan and credit agreements, notes, direct borrower mortgages, collateral mortgages, guaranty agreements, title and survey review, and assisting in loan closings.
• Drafted a Memorandum of Understanding memorializing terms of joint venture between three Fortune 100^® companies for creation of task force to assist small technology businesses.
• Provided on-site contract negotiation, drafting, and review with regard to service agreements, trademark, software, and other licensing agreements, donation agreements, consulting agreements, and dealer contracts.
• Advised and represented a Fortune 500^® company as outside counsel in two separate transactions for acquisition of assets from U.S. company, and for sale of stock to international buyer. Engagement included drafting the stock and asset purchase agreements and preparing ancillary and closing documents.
• Completed Stock Purchase, Investors’ Rights, and Voting Agreements reviews; conducted Due Diligence; and drafted Side Letter for large global corporation in connection with Series C equity investment in new technology company.
• Performed due diligence investigation, review, and analysis relating to corporate organization, standing and governance, real property review (survey, environmental, structural, etc.), and related title examination (lender’s policy) with confirmation of borrower’s satisfaction of all Schedule B-I requirements, as well as protecting lender’s lien priority through review of Schedule B-II title exceptions.