Asset-Based Lending


Morrison & Foerster represents domestic and foreign clients in structuring asset-based lending transactions, creating and perfecting security interests in real and personal property throughout the world, working out and restructuring problem credits, and enforcing creditors' remedies. We act for lenders, borrowers, and others. Our asset-based lending attorneys are experienced in identifying and resolving bankruptcy, tax, and environmental law issues. We also have particular expertise in complex inter-creditor issues, including senior and subordinated indebtedness, liens, payment blockages, and standstill provisions.

We have advised on asset-based lending transactions involving numerous industries, including advertising, apparel, electronics, finance, healthcare, insurance, manufacturing, media, real estate, retail, automotive, software, telecommunications, agricultural and food products, forest products, and transportation.

Increasingly, asset-based lending transactions involve cross-border guarantee and collateral issues. Our international presence and established relationships with international counsel enable us to provide premier cross-border legal advice in transactions with international secured lending issues. Our lawyers have extensive experience in documenting transactions with challenging collateral issues, including the specialized issues associated with intellectual property collateral. Our lawyers are also well-versed in the intricacies of revised Article 9 of the Uniform Commercial Code.

Ascentia Wine Estates
We represented Ascentia (formerly known as Eight Estates Fine Wines, Inc.) as the borrower in a $67 million asset-based syndicated credit facility, entered into in connection with the acquisition of eight California and Pacific Northwest wine brands.
Vineyard REIT
We represented a major California-based bank as agent, in connection with a $129.5 million amended and restated credit agreement with a vineyard REIT and designated borrowers in connection with syndicated and participated financing supported by a borrowing base composed of vineyards, wineries, and related equipment.
Wells Fargo Foothill
We represented Wells Fargo Foothill as agent and lender in a $30 million asset-based revolving credit and term loan facility for major consulting companies.
Wells Fargo HSBC Trade Bank, N.A.
We represented Wells Fargo as agent in a $160 million multicurrency, multi-tranche, asset-based financing for ASI Computer Technology Systems, Inc.
Westaff (USA), Inc.
We represented Westaff in its $50 million asset-based credit facility provided by U.S. Bank and Wells Fargo Bank, N.A.. The banks provided letters of credit to support workers' compensation insurance coverage, as well as loans to support working capital requirements.
Jill H. Feldman
Partner
San Francisco
(415) 268-6474

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