Lending and Finance
Frost Brown Todd provides exceptional legal services to borrowers, lenders and other capital providers in a broad spectrum of financial transactions. In a challenging economy and tight credit market, our understanding of the unique legal issues that face our clients in complex financing allows us to provide value in every transaction. Our goal is to be an indispensable and valued advisor in each transaction we negotiate and document.
Our commercial lawyers also advise manufacturers, service companies, retailers, distributors and other clients on a broad range of commercial contracting matters, including purchasing, leasing and licensing issues. We can assist with effectively and efficiently planning, structuring and documenting your commercial transactions – whether typical contracts or sophisticated outsourcing arrangements.
Lending and Finance
Obligors and lenders in commercial financing transactions throughout the country look to our lawyers for counsel on all aspects of commercial lending and bank regulatory issues. Our extensive commercial finance experience aids clients in closing transactions – whether for "plain vanilla" financings or transactions creatively conceived to meet unique circumstances.
- Representation of agent bank in asset-based financing for U.S. government contractor in the ready-to-eat, packaged foods industry.
- Representation of borrower/purchaser in purchase of beneficial interest in trust in three Boeing 747-400 aircraft under lease from a group of investment funds.
- Representation of lender in secured revolving credit facility to a NASDAQ-traded retailer with over 300 locations in the U.S. and Europe.
Real Estate Finance
As real estate finance continues to evolve from securitized “permanent” loan structures to alternative capital sources, our lawyers are working with a broad spectrum of clients on both new projects and refinancing of existing projects. With the current challenges in real estate investing, effective legal representation is critical to protect the interests of all parties.
- Representation of national retail REIT in the refinance of multi-bank line of credit.
- Representation of construction lender in negotiation and documentation of acquisition and construction financing for the development of a 180,000-square foot Class A office building in Englewood, Colo.
Representation of letter of credit bank in Go-Zone bond financing for re-development of Gulf Coast after Hurricane Katrina. The project involved the construction of two, ground leased hotel properties in Gulfport, Miss.
Bond and Underwriter's Counsel
Our lawyers act as bond counsel throughout the U.S., representing state and local governments and also as underwriter's counsel, financial advisor's counsel, counsel to governmental issuers, counsel to developers, letter of credit bank counsel and counsel to trustees on public finance transactions. We assist investment bankers in providing creative, cost-effective financing mechanisms for taxable and tax-exempt financing. We have worked with virtually every major national, regional and local banking firm on numerous multimillion dollar projects for state and local governments. Over the past years, we have acted as bond counsel or underwriter's counsel in bond issues in Ohio, Kentucky, Indiana, Tennessee, Texas, Oklahoma, Arkansas, Alabama, Missouri, Illinois, Wisconsin, Georgia, South Carolina, Florida, Pennsylvania and Maryland.
Our public finance attorneys are experienced in all types of public, structured and project finance, including health care finance, non-profit and 501(c)(3) finance, economic development and infrastructure finance, industrial development finance and housing finance.
- Acted as bond counsel for a $330 million tax exempt bond issue in which insured auction-rate bonds were redeemed and replaced by new fixed-rate tax-exempt debt.
- Acted as bond counsel for a $146 million tax exempt bond issue in which insured auction-rate bonds were redeemed and replaced by a mixture of new fixed-rate debt and variable rate letter-of-credit back debt.
- Our attorneys acted as placement agent's counsel for multiple bond issues financing the $275 million Ernst & Young Tower Cleveland Flats project, a complex commercial real estate and public infrastructure project which utilized more than 35 funding sources.
Commercial law crosses all industries and transactions. We understand the challenges involved in effectively negotiating and closing a commercial contract and also advise clients on their rights and obligations after the closing. Our commercial services cover a wide spectrum of contracts and transactions.
Sales of Goods
We regularly represent sellers and buyers in all aspects of the sale and purchase of goods, including warranties and warranty claims, shipping terms (whether under the Uniform Commercial Code or Incoterms), payment terms, insurance and indemnity provisions, force majeure clauses, price adjustment clauses, limitations of liability, liquidated damages clauses and dispute resolution provisions. We understand the intricacies of UCC 2-207 – the Battle of the Forms – and the "gap filler" provisions in Article 2 of the Uniform Commercial Code, and we often assist clients with structuring their standard terms and conditions to win the Battle of the Forms. We also advise sellers and buyers with respect to the United Nations Convention on Contracts for the International Sale of Goods and can assist with transactions that are subject to the UN Convention.
We assist service providers on a wide variety of contract matters, including outsourcing arrangements, service level agreements (SLAs), performance metrics, ownership of intellectual property rights and subcontracting.
If your customers include federal or state agencies, we can assist with navigating the complex maze of government contracting rules and regulations, including the Federal Acquisition Regulations (FARs), flow-down provisions and competitive bidding requirements.
Technology & Software
In close cooperation with the firm's Intellectual Property Group, we assist clients with technology and software-related matters, including licensing, software distribution agreements, joint development agreements, trademark protection, source code escrows, beta test agreements, maintenance agreements and infringement indemnities.
We advise clients regarding the selling and buying goods and services in cyberspace, including "click-wrap" agreements, digital signatures, the Uniform Electronic Transactions Act and similar federal and state statutes.
Transportation & Warehousing
We assist clients with transportation and warehousing agreements, including cargo claims, bills of lading, warehouse receipts, lien rights, the federal Carmack Amendment and related matters.
Lending and commercial matters are often very complex and require not only a deep understanding of commercial and finance law but also the subject industries. Our lending and commercial lawyers have the resources of over 500 lawyers, working in dozens of different industries and a multitude of practice areas. The resources of Frost Brown Todd are extensive and bring considerable value to our clients in all lending and commercial matters.
In the News
- Program Attracts New Investors to Cincinnati
- Frost Brown Todd in Lexington adds senior associate
- Finalists announced for LEGACY Next Generation Leadership Awards
- Zoeller Joins Frost Brown Todd
- Decisions expected this week on Yum! Center bond rating
- United Way names latest leadership class members
- Broadway Row: Preservation Louisville merges with Vital Sites to redevelop older buildings
- Riverfront Skyhouse deal is unprecedented, city officials say
- Frost Brown Todd named 2017 Gold Standard law firm
- Two women in line for federal bench in Kentucky, which now only has one female judge out of 13
- 20-year-old statute being increasingly used for public-private partnership agreements
- These Louisville execs nailed it with their March Madness picks
- Meet the legal world's super-experts
- What lies ahead in the business of law?
- BOLD graduates fall class, looks ahead to spring session
- Mall at Fairfield Commons proposes $3M special improvement district
- Travelers Institute hosts cybersecurity panel at national women’s business conference in Columbus, Ohio
- Winners: Here's who took home NKY LEGACY Next Generation Leadership Awards
- LEGACY announces finalists for Next Generation Leader Awards
- Louisville's largest law firm names 12 new members
- Trumbull County African American Achievers Hall of Fame banquet is Saturday
- Corporate spotlight: Frost Brown Todd
- Frost Brown Todd names new Cincinnati partners
- WRPA OKs Financing for $12M Inn at Poland Way
- Are investors skittish about the Louisville office market?
- ABI Elects New Officers
- Gov. Beshear makes appointments to boards and commissions
- Frost Brown Todd names leader for Louisville office
- ALM’s Law Journal Press Publishes New Book Entitled "Discretionary Tax and Economic Incentives"
- Two local firms land exclusive certification for female leadership
- Take these steps to manage customers’ financial issues
- 56 Frost Brown Todd Attorneys Recognized in 2019 Chambers USA®
- Frost Brown Todd 2019 Leadership Appointments Include Five Women
- Hamid Sheikh Joins Frost Brown Todd in Lexington
- Attorneys from Frost Brown Todd’s Pittsburgh Office Recognized in Pennsylvania Super Lawyers® and Pennsylvania Rising Stars®
- Frost Brown Todd Member Claria Horn Boom Appointed District Judge for Eastern and Western Kentucky
- Beau Zoeller Joins Frost Brown Todd
- Frost Brown Todd Pittsburgh Attorneys Recognized in 2017 Editions of Pennsylvania Super Lawyers® and Pennsylvania Rising Stars®
- Frost Brown Todd’s Stephanie Gause and Mary Irozuru Recognized in 2017 Edition of Texas Rising Stars
- Darnell McCoy Joins Frost Brown Todd
- Frost Brown Todd expands in Indianapolis
- The Banks Project Recognized as one of the Best Social Infrastructure Projects in the Americas
- Frost Brown Todd Attorneys Recognized in 2016 Chambers USA®
- Michael Brewster Recognized in 2016 Edition of Pennsylvania Rising Stars®
- Industry Leaders Come Together at Columbus-held LogisticsConnect™
- Frost Brown Todd Announces 12 New Members
- Stephanie Gause Honored by the Texas Bar Foundation
- Frost Brown Todd’s Stephanie Gause Recognized in 2016 Edition of Texas Rising Stars
- Real Estate Attorney Steven Regan Joins Frost Brown Todd’s Pittsburgh Office
- Terese M. Wells Joins Frost Brown Todd Cincinnati
- Frost Brown Todd Welcomes New Member Melissa Doell
- Frost Brown Todd Appoints Four Members
- Stephanie Gause Named President of the Dallas Association of Young Lawyers
- 33 Frost Brown Todd Attorneys Recognized by Ohio Super Lawyers® and 11 Recognized by Ohio Rising Stars® for 2016
- Frost Brown Todd Announces New Affiliate
- Frost Brown Todd Gains Ground in Dallas
- 175 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2016
- Frost Brown Todd CMBS Team Growth Mirrors Market
- Cincinnati Attorney Douglas Lutz appointed to American Bankruptcy Institute Executive Committee
- Rob Mecklenborg Joins Frost Brown Todd’s Finance and Real Estate Team
- Frost Brown Todd attorney Lark Mallory joins Columbus Foundation’s Professional Council
- Frost Brown Todd’s John Gragg Named 2015 BTI Client Service All-Star
- Geoff White New Member-in-Charge at Frost Brown Todd Louisville
- Regal Casino Theater gets street front facelift
- Frost Brown Todd Nationally Recognized by 2014 U.S. News & World Report’s “Best Law Firms”
- David Bence Named Practice Group Leader for Lending Team
- Angela S. Burchett Joins Frost Brown Todd’s Real Estate Group
- David A. Rogers and Emmett M. Kelly Join Columbus Office of Frost Brown Todd
- 57 Frost Brown Todd Attorneys Recognized in 2011 Chambers USA®
- Barry A. Hines Joins Frost Brown Todd
- John W. Gragg to Join Frost Brown Todd
- Jay Baribeau Joins Frost Brown Todd’s Louisville office
- 15 Frost Brown Todd Attorneys Recognized as 2011 “Lawyers of the Year”
- Peggy (M. Margaret) Sullivan selected as an American Bar Association Real Property Fellow
- CDFA Releases Report: “Puerto Rico 127 Corridor Roadmap to Redevelopment”
- PACE Program Coming to Pennsylvania
- Promoting Construction and Development on Main Street
- Make Submissions Now for Ohio’s New Opportunity Zone Program
- Columbus members investigate a brownfield site in Puerto Rico
- Replacing HVCRE with HVADC
- Update on Kentucky, Ohio and Indiana Bond Cap Allocations
- Will your business be financially responsible for cyber attack losses?
- Lender Remedies: Reading Between the Lines
- $10,000,000+ Kentucky Lender Liability Case Reversed
Borrower’s counsel for a $300 million credit facility for transportation company.