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Structured Finance

Unmatched experience and sophistication.

Our structured finance team has the technical sophistication, honed through experience, to assist with transactions involving a broad range of asset classes, from creatively structured loan securitizations and derivatives to senior/subordinate notes, municipal and tax-exempt financings, syndicated finance, and other innovative delivery methods. We regularly represent and negotiate with the most experienced deal makers, drawing on our broad-based experience in the structured products, mortgage, municipal and asset-backed securities markets.

We are also unique among middle-American law firms in that we can issue non-consolidation opinions, special Delaware opinions (including no dissolution and authority to file), and New York enforceability opinions for our borrower clients. We not only bring clarity and creativity to deal terms and securitization techniques, but at every step we strive to meet client needs at the highest level of quality, responsiveness, and attention to overall transaction expenses.

Structured Finance Capabilities
  • Structured derivatives
  • Commercial mortgage-backed securities
  • Public/private placements
  • U.S. based and offshore offerings
  • Loan securitizations
  • Mezzanine financing
  • Preferred and convertible preferred share financing
  • Convertible debt securities
  • Stock purchase and subscription agreements
  • Investor rights/stockholder agreements
  • Real estate tax liens

  • Federal and state securities law compliance
  • SBIC investment compliance
  • QSBS tax treatment
  • SPAC and de-SPAC transactions
  • Public-private partnership (P3) projects
  • Venture capital receivables
  • Mergers, acquisitions, and joint ventures
  • Capitalizations and recapitalizations
  • Credit facility formations
  • Import/export receivables

Key Contacts

  • David S. Bence Profile Image
    David S. Bence


    Cincinnati, OH

  • Amanda L. England Profile Image
    Amanda L. England


    Louisville, KY

  • Michael J. O’Grady Profile Image
    Michael J. O’Grady


    Cincinnati, OH

  • Geoffrey M. White Profile Image
    Geoffrey M. White

    Industry Team Leader

    Louisville, KY

Areas of Focus

See how deep we go by clicking on the areas of focus below.

Commercial Real Estate Finance

Our commercial real estate attorneys represent master servicers in connection with loan modifications, transfers and assumptions, lease reviews, tenant in common syndications, cash management disputes and partial releases. We also represent special servicers in loan workouts, the enforcement of loan documents through the foreclosure process and deeds in lieu of foreclosure transactions. Mezzanine loans and preferred equity transactions for commercial real estate projects are routine work as well; and where necessary, we handle property tax appeals, general litigation, contract disputes and the disposition of the property.

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Public & Project Finance

Our attorneys are recognized leaders in public finance, project finance, construction, public contracting, tax, dispute resolution and environmental law. We work closely with its clients to investigate, identify and secure sources of public/private funding and financing, and to assist in the identification and pursuit of other strategies to deliver projects in a cost-effective and expeditious manner. Sources of funding and financing often include availability payments, federal, state and local grants, TIFIA, GARVEE bonds, and public-private partnerships (P3s).

We have developed an integrated approach to P3 project financing, what we call the “Smart P3” concept, which accounts for all project components (e.g., energy, infrastructure, transportation, finance). Through this framework, we are able to tailor funding and financing strategies to each distinct component, all while still meeting overall project objectives. Our performance-based agreements, furthermore, are specifically designed to address the key project interests of cost, quality, schedule and the appropriate allocation of risk and responsibility concerning project delivery and long-term asset performance.

We combine specialized knowledge with real-world business experience to help clients implement a variety of P3s, helping to ensure projects are delivered on time, within budget, and with programming that meets all stakeholder objectives.

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Lending & Servicing Transactions

We represent commercial banks, insurance companies, opportunity funds, servicers, private equity firms, farm credit associations and other financial institutions in commercial lending transactions as well as borrowers, guarantors and other obligors. We regularly handle transactions involving asset-based lending, balance sheet lending, equipment finance, real estate finance, syndicated finance, as well as workouts and restructurings.

Our team has negotiated the financing documents in connection with securitized financings on loans ranging from $5 million to $150 million. The financings have involved both the negotiation of the loan documents necessary to securitize the loans and also the joint venture documents to accommodate the equity side of the transactions when our clients formed joint ventures with equity partners.

We successfully secured real property tax assessment reductions for a variety of retail properties, including vacant land, strip centers, enclosed malls and “big-box” facilities. We are able to obtain significant tax reductions for our clients by leveraging our expertise and knowledge in this area with our relationships with local appraisers and brokers and our national network of valuation consultants.

Balance Sheet Lending

We represent a number of institutional lenders in closing their portfolio of balance sheet and bridge loans from varying capital sources, including national and international banks, REITs, insurance companies and other funds. Three of our top firm clients are balance sheet and bridge lenders. From asset-based, non-recourse loans to full recourse construction financing, our team has closed hundreds of fixed and variable rate (interest cap protected) balance sheet loans. Our team also has specialized experience collateralizing assets involving ground leases, fragmented condominium regimes, tenants in common, tax increment financing, and Historical Tax Credits.

Retail & Commercial Development

Our experience spans all property types, from large-scale multifamily housing complexes and shopping centers to nursing homes, luxury hotels, mixed-use facilities and industrial properties. We represent owners and developers, general and specialized investors and financial institutions across all phases of the project lifecycle. We negotiate construction agreements, loan agreements and other transactional documents in a tactical, process-proficient manner.

Equally instrumental, we counsel clients on navigating various compliance and permitting issues, environmental regulations and fair housing laws. Our team works collaboratively with stakeholders on all sides of the transaction—from lenders and borrowers to investors and contractors—to identify revenue-enhancing opportunities and respond strategically and decisively to unexpected challenges before, during and pursuant to the completion of a project.

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