Creditors Rights, Loan Enforcement and Creditor Bankruptcy Representation

Lenders in today’s market are under severe stress from rising defaults, distressed portfolios and problem credits of all types. Attorneys in the Creditors Rights, Loan Enforcement and Creditor Bankruptcy Representation Law group have assisted numerous lenders with creative remedies that help lenders maximize their recoveries.

As one of the largest and most experienced creditors rights group in the Midwest, we offer our clients the highest level of knowledge and most comprehensive set of creative solutions for their troubled loans. In addition, we communicate with our clients in an efficient and effective way through AMS extranets, which allow us to provide them with reports and the ability to upload documents and information in a safe and secure environment.

Several of the attorneys in our group have more than 20 years of experience each in the enforcement of loans and creditor remedies. The group brings its extensive national experience in the representation of lender clients on troubled and defaulted loan matters, including:

  • Extraordinary remedies, including prejudgment attachment, injunctions, replevins and receiverships
  • Uniform Commercial Code enforcement, including Article 9 sales, voluntary surrender of collateral transactions, and direct collection of accounts receivable
  • Enforcement of rights, of mezzanine lenders, including foreclosure of equity interests and multi-party workouts
  • Real estate remedies including direct collection from tenants, receivership actions, receivers' sales, trustees' sales, and mortgage foreclosure actions
  • Commercial debt collection litigation and related defense of lender liability claims, including securities fraud, ECOA, RICO and Anti-Tying claims
  • Priority litigation with other lienholders, including secured creditors, taxing authorities, reclamation claimants, mechanic's lien claimants, and landlords
  • Extensive experience in California and other states with one-form-of-action rules and similar potential pitfalls for lenders
  • Advice and litigation concerning environmental liability issues
  • Loan workouts and restructures, including sophisticated documentation of multiple asset deals and use of lockbox arrangements and bankruptcy-remote and bankruptcy-deterrent structures and contract provisions
  • Pre-packaged and pre-negotiated bankruptcy strategies
  • Creditor plans of reorganization
  • Representation of secured creditors in contested bankruptcy proceedings, including stay relief, valuation, confirmation, preference, fraudulent transfer, and other bankruptcy litigation
  • Pursuit of recipients of fraudulent transfers and other avoidable transfers, and, in addition, defense of fraudulent transfer, preference, and other avoidance litigation
  • Defense of breach of fiduciary duty and breach of good faith claims, as well as other lender liability claims
  • Representation of holders of, and servicers for, securitized loans, particularly in connection with enforcement of prepayment and yield maintenance provisions, and in connection with validity of ""bankruptcy remote"" entities
  • Representation of both lead lenders and participants in intra-lending disputes
  • Representation of loan servicers in connection with ensuring compliance with PSA provisions, loan servicing standards, tax laws applicable to real estate mortgage investment conduits, and obligations under participation and co-lending arrangements

Enforcement of Real Estate Loans

The creditors’ rights group not only protects lenders' rights by drafting loan documents that afford such lenders maximum rights and remedies, but by enforcing those rights and remedies as well. Members of the group have represented secured creditors and enforced their rights from New York to Los Angeles, and from Miami to Seattle - and in hundreds of cities in between.

Enforcement of Yield Maintenance and Prepayment Provisions

Members of the group have engaged in extensive litigation regarding the enforceability of yield maintenance provisions on a national basis as well. This representation has included litigation in Chapter 11 as well as outside of it, on behalf of lenders holding both securitized and non-securitized loans. The group also represented a prevailing lender on the issue of enforceability of prepayment consideration in a case of first impression in the United States, involving the ability to recover prepayment consideration from the U.S. government after it had instituted criminal forfeiture proceedings against certain real property that secured debt owed to the secured lender. The case is subject to a written opinion by the U.S. Court of Appeals for the Sixth Circuit and is also the subject of a published article written by members of the group.

Bankruptcy Litigation and Matters

Members of the group are particularly experienced in the area of bankruptcy litigation, having represented not just secured creditors in the bankruptcy arena, but unsecured creditors committees, bondholders committees and commercial lessors, among others. Again, the group’s experience is both local and national, with members being involved in cases in bankruptcy courts in Florida, Virginia, Maryland, Pennsylvania, New York, Texas, Iowa, Colorado, Arizona, California, Rhode Island, North Carolina, Georgia, Indiana, Kansas, Illinois, Iowa, Missouri and Delaware.

The group members are experienced in the representation of lenders in all aspects of Chapter 11 bankruptcy, having litigated and negotiated issues involving stay relief, cash collateral, postpetition lending, adequate protection, executory contracts,  leases of both real and personal property, preferences, fraudulent transfers, setoff and plan confirmation.

Commercial Debt Collection Litigation and Defense of Lender Liability Claims

The group’s members are highly experienced in suing borrowers, guarantors and other obligors of commercial indebtedness and have an extraordinary rate of success in obtaining summary judgments in such cases. The group also has years of experience in defending against lender liability claims and in defending claims brought under the Equal Credit Opportunity Act, under the federal Anti-Tying Act, and under the Fair Debt Collection Practices Act, as well as other claims asserted by obligors seeking to evade their payment obligations.

Enforcement of Extraordinary Remedies

Attorneys in the group have routinely represented secured lenders in replevin actions, actions for injunctive relief, and actions seeking the appointment of a receiver. Not only have the group members been successful in prosecuting such extraordinary remedies on behalf of their clients, they have also found buyers for real properties securing debt and obtained court authority for the receivers they have had appointed to sell such properties directly out of receivership. This has resulted in arms-length transactions conducted at market terms, avoiding foreclosures and trustee's sales that often amount to no more than "fire sales." This strategy has also allowed lenders to avoid having to take title to assets that may have environmental deficiencies, assets that may be heavily regulated and thus difficult to own even for a short time (nursing homes), and assets that may trigger adverse tax consequences for securitized lenders (hotels and other properties that produce profits that are not considered to be rents).

Loan Workouts and Restructures

Of course, victory in litigation is not always a secured lender's ultimate goal and, when appropriate, members of the Creditors’ Rights group have negotiated through the years hundreds if not thousands of loan workouts, forbearance agreements, and loan restructures, which often have enhanced the secured lender's collateral base and increased its ultimate return on the asset.

Loan Participation Litigation

For years, members of the group have represented financial institutions in litigation among participants, beginning during the spate of bank failures in the late 1980s and early 1990s when participating banks were often at odds with the Federal Deposit Insurance Corporation, which had often been appointed as receiver for failed banks that were either lead banks in participated loans or were participants in participated loans. To this day, members of the group represent financial institutions that have found themselves in conflicts with other institutions, either in their capacities as lead lenders or in their capacities as participants.

Representation of Loan Servicers

Members of the group assist loan servicers not just in enforcing the loans that they service, but also to ensure compliance with their obligations under servicing agreements, co-lender agreements and participation agreements, and to ensure compliance with applicable servicing standards, as well as assisting servicers with tax issues that apply to securitized lenders.

Notable Experience

  • New York, Condominium. Enforcement of $7 million mezzanine loan secured by membership interests in borrower owning mixed-use project (retail on lower floor with condominium conversion on upper floors and penthouse).
  • Southwestern U.S., Condo/Marina Project. Representation of mezzanine lender in connection with foreclosure of membership interests securing approximately $7 million in indebtedness and taking ownership and control of senior borrower owning undeveloped condominium/marina project.
  • Residential Mezzanine and Secured Loan Workouts/Enforcement. Senior and mezzanine loan workouts, UCC sales, and foreclosures on condominium projects in Florida and D.C. areas.
  • Multi-Family Mezzanine and Preferred Equity Workouts/Enforcement. Mezzanine lender and preferred equity representation regarding defaulted multifamily projects in Florida, Michigan and Tennessee.
  • New York Condo Project. Enforcement of $13 million mezzanine loan secured by membership interests in borrower owning condominium project, and further secured by additional collateral consisting of ownership interests in operating businesses in Brooklyn, New York.
  • California Multifamily Project. Workout of $3.1 million mezzanine loan in conjunction with senior lender restructure of $48.8 million mortgage loan.
  • Southwestern U.S., Office Complex. $18.4 million Mortgage Loan secured by two adjacent office towers. Represented senior mortgage lender in enforcement of
    senior mortgage lender rights and remedies including appointment of a receiver for the Property, implementing receiver sale of property, and documenting loan assumption by third-party purchaser.
  • Southeastern U.S., Office Project. $89 million Construction Loan. Preliminary enforcement actions, negotiations with borrower, address litigation threats by general contractor.
  • Midwest U.S. Ethanol Plant. $65 million. Enforcement of secured lender rights, including appointment of receiver.
  • Prepayment Litigation, United States Bankruptcy Court, Southern District of Florida. Defend lender against Chapter 11 Debtor’s challenge under Section 506(b) to enforceability of yield maintenance.
  • Reversal of Foreclosure Sale of Condominium Units, Southeastern U.S. Represented mezzanine lender and successfully attacked and set aside foreclosure sale of condominium units conducted by mechanics lien claimant on property, restoring $800,000-$1,000,000 in property to senior borrower.
  • Southeastern U.S. Beachfront hotel. Enforcement of first mortgage loan.
  • Midwestern U.S., Retail. Representation of secured lender holding debt in approximate amount of $33 million, obtaining appointment of receiver to administer, and obtaining judgment to foreclose shopping mall.
  • Eastern U.S., Defense of Lender Liability Claim. Representation of secured lender in defense of lawsuit brought by tenants in common to avoid lien on mortgaged property.
  • LIHTC Projects. Various GP default negotiations, GP replacements, removal litigation with GP’s, defaulted debt situations, additional capital infusions, put transactions and other guaranty issues, tax terminations of partnerships, recapture issues.
  • Preferred Equity, New York. Enforcement of $11.3 preferred equity investment secured by membership interests in entity owning condominium and additional collateral consisting of ownership interests in entities owning and operating businesses in Brooklyn, New York.
  • Resort Hotel, Southwestern U.S. $210 million Senior Mortgage Loan. Senior and Junior Mezzanine Debt. Default, Workout, Restructuring.
  • National Retail Department Store Chain. $780 million Senior Mortgage Loan with $160 million Mezzanine A Loan and $65 million Mezzanine B Loan. Complex loan structure with multiple participants and intricate master lease issues.
  • 60+ Property Commercial Office Portfolio. Complex equity restructuring of the borrower under a $3.1 billion mezzanine debt package. The loan structure involved six levels of mezzanine debt and 12 individual mezzanine loans, which were beneficially owned by more than 35 participants in addition to a securitization trust. The restructuring involved more than 50 legal entities, including entities formed in Canada, Hungary and Cyprus, and required the amendment or restatement of virtually all governing loan documents.
  • Northeastern U.S., Condominium Project. $234 million Senior Mortgage Loan (with construction advances from junior non-pooled lenders). Complex loan structure with B Participant and multiple mezzanine layers. Workout negotiations. Multiple Forbearance Agreements.
  • Northeastern U.S., Trophy Office Building, $800 million Senior Mortgage Loan. Restructuring.
  • Major Market, Western U.S., Luxury Hotel Renovation and Flag Change. $114 million senior mortgage loan (with construction advances from junior non-pooled lenders). Advised loan servicer with respect to appropriate documentation of construction draws and loan enforcement strategy. Worked out procedure with Borrower and modified loan documents accordingly.
  • Casino. $860 Million Senior Mortgage Loan. Loan Modifications. Complex loan structure with multiple levels of participants.
  • Auto Dealership Forbearance Agreements, Midwestern U.S. Represent floor plan financier in connection with forbearance agreements affecting more than $20 million in secured debt, enabling borrower dealerships to refinance existing obligations.
  • Southwestern U.S., Condominium Project. $380 million Senior Mortgage Loan (with construction advances from junior non-pooled lenders). Complex loan structure with B Participant and multiple mezzanine layers. Litigation between general contractor and owner. Mechanics liens. Default declaration, advise lender re workout, intervene in mechanics lien litigation.
  • Southeastern U.S., Land Development/Mixed Use Project. (Office, retail, residential, sports venue). $233 million Senior Mortgage Loan (with construction advances from junior non-pooled lenders). Complex loan structure with multiple mezzanine layers. Major reconfiguring of project contemplated. Preliminary enforcement actions, negotiations with Borrower.
  • Southwest U.S. Apartment Complexes. $164.5 million Senior Mortgage Loan with a $37 million Senior Mezzanine Loan and a $35 million Junior Mezzanine Loan secured by apartment complexes. Represented senior mortgage lender in enforcement and restructuring of debt with mortgage borrower, mezzanine borrowers, and mezzanine lenders.
  • Texas Apartment Complexes. $121.7 million Mortgage Loan, split into three tranches with a $102.2 million A Note, an $18.4 million B Note, and a $1.3 million C Note, secured by a portfolio of apartment complexes. Represented A Noteholder in enforcement and restructuring of debt with borrower and co-lenders.
  • Resort Hotel, Southwestern U.S. $145 million Senior Mortgage Loan with a $20 million mezzanine loan. Represented senior mortgage lender in default and restructuring negotiations with mortgage borrower, mezzanine borrower, and mezzanine lender.
  • Receiver Sale of Apartment Complex, Southeastern U.S. Represented secured lender and obtained appointment of receiver and order authorizing receiver sale of complex.
  • Receiver Sale of Apartment Complex, Northeastern U.S. Represented secured lender and obtained appointment of receiver and order authorizing receiver sale.
  • Southeastern U.S., Representation of Secured Lender in Receiver Sale of Hotel Property.
  • Representation of secured lender owed $3.7 million in obtaining stay relief in bankruptcy proceeding, structuring receiver sale in state court proceeding, and finalizing receiver sale of hotel located in Atlanta Suburb.
  • Southwestern U.S., Receiver Sale of Office Complex. Representation of secured lender owed $18.3 million in connection with appointment of receiver and subsequent sale of mortgaged property, utilizing assumption of secured lender’s existing debt.
  • Nursing Home Receivership. Represented securitized trust / secured lender holding a lien on two nursing homes located in St. Louis, Missouri, securing $30 million in debt. Obtained appointment of a receiver for the homes, after which Borrower filed Chapter 11 in Raleigh, North Carolina. Prevailed on Lender’s motion to have state court appointed receiver remain in possession of the facilities, after which the bankruptcy was dismissed and jurisdiction was returned to the state court in St. Louis, where lender then coordinated Receiver’s filing of a motion for authorization for receiver to sell the nursing homes out of receivership. Bidders for facilities made eligible to assume existing indebtedness at Lender’s discretion. Receiver sale motion granted, purchaser assumed existing indebtedness, and Lender was eventually paid in full, including out-of-pocket expenses incurred in the bankruptcies and in litigation. Case set trend by which securitized lenders, which cannot extend “new” financing to third-party buyers who wish to purchase property out of REO, have sought to coordinate receiver sales in which purchasers can apply to assume existing indebtedness.
  • Chapter 11 Competing Plan Confirmation. Represented multiple investor fund, the investors of which included private investors and the United States Government, holding a lien on a privately owned hotel in Manhattan Beach, California. Borrower filed for Chapter 11 in the United States Bankruptcy Court for the Southern District of California, and sought confirmation of a plan of reorganization. Lender filed a competing, liquidating plan. Hearings on valuation and confirmation were held on the same day. Lender prevailed on all motions, and title to the property was transferred to a special purpose entity (SPE), wholly owned by the Lender, pursuant to Lender’s confirmed plan. SPE eventually resold the hotel and provided financing in connection with such re-sale, which was repaid in full.
  • Fraudulent Transfer Defense. Represented  former owner / operator of a nursing home located in Kansas. The nursing home had perpetually lost money, and had changed ownership a number of times. The owner / operator sold the property to the manager of the property and, in the sale process, obtained a very valuable release from the manager, notwithstanding the presence of pre-existing claims on the part of the manager against the owner, and notwithstanding the fact that the cash portion of the sale price was, in and of itself, reasonably equivalent (if not greater than) the value of the facility at the time of the sale. The manager later filed for Chapter 11 in the United States Bankruptcy Court for the District of Kansas – and brought a fraudulent transfer claim in an effort to avoid the release that was given to the former owner as part of the sale. Judgment was obtained in favor of the former owner, who was found to have no liability to the estate.
  • Full Lender Recovery Against U.S. Government in Criminal Forfeiture Case. Represented a lender who had multiple loans to various special purpose entities (SPEs) that owned apartment complexes located throughout the State of Ohio. Principal of the SPEs was arrested for Medicare and Medicaid fraud in connection with a separate business he owned and operated, and United States Government seized the apartment complexes as part of a criminal forfeiture. The burden was placed upon the lender to demonstrate that it had taken its liens in good faith in order for the lender to be entitled to have a right, prior to the Government, to collect its debt from the proceeds of sales of the apartment complexes. In a case that went to the United States Court of Appeals for the Sixth Circuit, the lender demonstrated its good faith and prevailed in a legal dispute as to whether it was entitled to collect not just its principal and interest – but its default interest, late charges, fees and costs, and prepayment consideration – before the Government was entitled to any proceeds of the sales.
  • DBSI: Representation of multiple secured lenders in consolidated Chapter 11 case in United States Bankruptcy Court for District of Delaware. Debtors are tenants in common and master lessees of numerous commercial properties throughout the United States.
  • Lehman. Representing several parties in interest with substantial matters resolved or pending in the Lehman Brothers bankruptcy.
  • Multiple Lenders. Represented four banks in simultaneous workouts of multiple loans with a real estate investment firm that included extensive assignments of wraparound mortgages, auto-debit account agreements, receivership provisions and numerous related provisions to improve the position of each lender.
  • Large Mortgage Corporation. Represented lenders in the defense of class action lender liability claims related to document preparation fees charged by lenders. Successfully obtained dismissal of federal savings bank and mortgage lenders in litigation in which a remaining defendant suffered an adverse judgment at trial in excess of $1 million.
  • Multi-Count Summary Judgment in Defense of Lender Liability Claims. Represented a Wall Street lender in a commercial foreclosure action in Cleveland, Ohio. Borrower brought a multi-count counterclaim, asserting various lender liability theories, ranging from breach of contract to civil conspiracy. Lender prevailed on summary judgment, not only on its affirmative claims, but on all counterclaims as well.
  • Commercial Real Estate Finance and Investment Management Company. Represented a commercial real estate finance and investment management company as special servicer, in connection with related securitized loans secured by numerous industrial properties located in and around Chicago. Successfully settled litigation resulting in payoff of the loans, and obtained relief from a federal injunction entered by a bankruptcy court presiding over a related bankruptcy case necessary to consummate the settlement.
  • Large Bank/Financial Institutions. Represented large bank in numerous commercial mortgage foreclosure actions and related bankruptcy cases, including case involving a landmark property in Chicago’s Loop, which included successful negotiations with Warner Bros. to use the property for filming one of the Batman movies; and including another case involving a large loan secured by commercial properties, an exclusive license to run oriental rug concession at all Marshall Fields stores, and an inventory of more than 5,000 oriental rugs. Successfully obtained title to all properties and other assets involved, and settled monetary claims against borrowers and guarantors.
  • Federal Bank/Financial Institutions. Represented large federal bank in numerous commercial mortgage foreclosure actions and related bankruptcy cases involving a portfolio of defaulted HUD loans secured by large multi-family residential properties in Chicago’s Loop and suburbs. After substantial litigation, including contested plan confirmation proceedings, obtained substantial payouts on the client’s claims.
  • Large Bank/Financial Institutions. Represented large bank in connection with dozens of lawsuits and matters relating to its floor plan financing to automobile dealerships around the country in the midst of the recent meltdown in the automotive industry, including replevin and turnover of vehicle inventories, foreclosure of mortgages and related bankruptcy proceedings.
  • Midwest Housing Development Authority. Represented a Midwest housing development authority in dozens of mortgage foreclosure actions relating to subsidized housing projects around the Chicago area, and successfully protected the client’s interests in connection with those properties.

Newsletters & E-Alerts

May 2010
The Creditors Rights, Loan Enforcement and Creditor Bankruptcy Representation practice group
provides these e-communications periodically to keep you updated on recently adopted legislation,
important issues dealing with distressed assets and key changes in the law.
February 2010
The Creditors Rights, Loan Enforcement and Creditor Bankruptcy Representation practice group
provides these e-communications periodically to keep you updated on recently adopted legislation,
important issues dealing with distressed assets and key changes in the law.
November 2009
On October 30, 2009, the FDIC issued a Policy Statement on Prudent Commercial Real Estate Loan Workouts. The Policy Statement is very helpful in giving bank management and loan workout staff guidance on how the FDIC will treat various loan restructurings in the face of declining appraised values of commercial real estate.