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

Commercial 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.

Representative Matters

  • 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.

Representative Matters

  • 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. 

Representative Matters

  • 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

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.

Service Contracts

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.

Government Contracting

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

Press Releases

Practice Highlights

Borrower’s counsel for a $300 million credit facility for transportation company.