Practices
Finance
Commercial Finance

Commercial Finance

Shipman’s business lawyers represent public and private companies, including businesses that are local, regional, national, and international in scope. Our clients include businesses at all stages of development, including startup and emerging companies; closely held and family businesses; middle market companies; quasi-public agencies; and non-profit organizations.

Clients are engaged in private equity and venture capital, information technology and software, wireless technologies, telecommunications, e-business, manufacturing, distribution, banking, insurance, health care, specialty materials, real estate construction and development, transportation, retail and wholesale marketing, investment banking and advisory services, hedge fund investing, public utilities, professional and consulting services, and agricultural business.

Our team of over 50 lawyers provides a full range of services to our business clients, including corporate, securities, mergers and acquisitions, private equity, e-business, environmental, tax and contracting.

Our business lawyers pride themselves on giving practical, business-oriented and creative advice, with broad industry knowledge in those sectors in which our clients do business.

Banking and Financial Services

Shipman’s banking and financial services team provides sophisticated advice to market-leading multinational, money-center, regional banks, community banks, bank holding companies, commercial financial institutions, and other lenders. Our lawyers have extensive experience structuring, negotiating and documenting a wide range of sophisticated, multimillion-dollar commercial, real estate, asset-based, and other financing transactions.

Commercial Lending

Members of our banking and financial services industry team represent national, regional and community bank lenders in the full service commercial lending transactions.

Tax Credit Financing

Our finance lawyers have extensive experience in structuring loans involving tax credit incentives, including financing projects that might not otherwise qualify under the lender’s underwriting standards. Our team assists our lender clients when they utilize tax credit programs such as Low-Income Housing Tax Credits, New Markets Tax Credits, Historic Rehabilitation Tax Credits, Renewable Energy Tax Credits, and various state tax credits and grants when lenders are providing crucial financing for affordable housing, historic rehabilitation, and low-income community development projects.

Mezzanine Finance

Across the many industries we service, private equity is often the fuel for growth. Whether launching a start-up, helping a mature company with its capital needs or funding ownership changes, our private equity clients take risks and cause change. For years, we have been part of those efforts.

Our private equity group represents venture capital funds, mezzanine funds, SBICs, hedge funds, corporate and strategic investors, institutional investors, and angel investors.

Workout, Restructure and Bankruptcy

Our workout, bankruptcy and creditors’ rights team has represented creditor clients in all types of workout structures including, some of the country’s largest and most complex workouts, debt restructures and bankruptcies, including contentious proceedings. We represent banks, financial institutions and creditors from across the spectrum in matters involving debtors from the airline, energy, steel, retail, health care and telecommunications industries, among others. The current, volatile economic climate has served to exacerbate the challenges facing debtors and lenders alike; we work proactively to help lenders identify emerging risks associated with specific types of collateral, industries, and emerging bankruptcy and insolvency laws and their impacts on loan terms and documents. Drawing on our experience, legal knowledge and business acumen, we act quickly to establish and solidify clients’ positions among a sometimes lengthy list of creditors, and work tirelessly — inside and outside of the courtroom — to help maximize value and capitalize on opportunities.

Commercial real estate

$450 Million Joint Venture to Acquire Fee Interest in the "Lipstick Building"

Affiliates of Ceruzzi Holdings

Represent affiliates of Ceruzzi Holdings and Shanghai Municipal Investment in a joint venture to acquire fee interest in 885 Third Avenue (the “Lipstick Building”). The transaction was a $450 million +- complex debt and equity structure and involved advice relating to unique ground lease and fee issues as well as multi-tier entity ownership structure.

Multi-Year Development of Major Manhattan Mixed-Use Properties

Affiliates of Ceruzzi Holdings

Represent affiliates of Ceruzzi Holdings in connection with a multi-year development of major mixed-use properties located at 86th Street and Lexington Avenue and 50th Street and Lexington Avenue. Our representation has included advice in connection with complex land use and air rights matters, condominium, ground lease, multi-tier debt and equity structuring as well as leasing, construction and development matters.

Provided Counsel in $200 Million Financing of NYC Paramount Building

Provided counsel to the ownership of the iconic Paramount Building in Times Square in the negotiation of a $200 million commercial mortgage-backed security (CMBS) loan.

Financing

New Markets Tax Credit Financing for Federally Qualified Health Center

Represented Federally Qualified Health Center in the leasing and financing of real property in downtown Winsted, Connecticut, through a New Markets Tax Credit structure, providing necessary funds to construct a health center and related facilities through a phased-in up to 39% tax credit with respect to an equity investment made. This financing will enable the client to expand and meet the growing need of the medically-underserved living in the area so that they may have access to quality, affordable and comprehensive primary and preventive health services, through the opening of this new health center.

Investment management

Representation of Structured Credit Fund

"Spin-off" Fund from Financial Institution

Representation of the sponsor in connection with the formation of a 'mini-master' fund structure comprised of an offshore Cayman feeder fund and onshore U.S. feeder fund, as well as an interposed intermediate Cayman limited partnership and Cayman master fund. The master fund invests principally in stressed and distressed structured credit securities, such as ABS, RMBS, CMBS and CDO securities. In addition, representation of the sponsor and its principals in the negotiation and drafting of the general partner limited liability company agreement.

Litigation

Advised Client on National Antitrust Litigation Affecting the Dairy Industry

Agri-Mark, Inc.

Nine years of contentious litigation involving Shipman & Goodwin client Agri-Mark, Inc. came to an end in 2020. A class action lawsuit in the Southern District of Illinois brought by a national class of direct purchasers of cheese and butter alleged that dairy cooperatives, as members of the National Milk Producers Federation’s (“NMPF”) Cooperatives Working Together (“CWT”) program, conspired to increase the price of raw farm milk, butter and cheese, by funding CWT’s voluntary herd retirement program. Separately, retail chain Winn-Dixie Stores, Inc. brought its own antitrust suit in the Middle District of Florida, based on similar allegations. Plaintiffs and Defendant NMPF entered into settlement agreements in both cases in late 2019 and early 2020.

Quasi-public agencies

Formation of Spin Out for Connecticut Green Bank

Connecticut Green Bank

Shipman & Goodwin represented the Connecticut Green Bank in the formation of a non-governmental entity called Inclusive Prosperity Capital (IPC). IPC will operate Connecticut Green Bank programs that finance solar panel arrays and other energy offerings for low and middle-income homeowners, multifamily properties, small businesses, schools and nonprofits. IPC’s goal is to preserve Connecticut’s efforts to increase private sector investments in solar and other forms of clean energy. Our attorneys handled the organizational documents and the application for 501(c)(3) qualification for IPC, as well as administrative support agreements and board governance and approval issues, including the statutory authority of a quasi-public agency to create a non-governmental organization to carry out its purposes. The firm also obtained a favorable Advisory Opinion of the Citizen’s Ethics Advisory Board addressing “revolving door” questions arising as a result of the transition of certain Connecticut Green Bank employees to IPC.

General

$64MM Financing of Skilled Nursing Facility in New York

Successfully closed a $64,000,000 financing including term loan and line of credit on behalf of our banking client on a skilled nursing facility located in New York. This transaction required our team to develop a complicated loan structure involving fee and leasehold collateral due to New York Department of Health regulations. In addition to drafting a large number of complex loan documents, we assisted with due diligence, handled all associated liens, and reviewed all of the approvals from the New York Department of Health.

Successful Affiliation of Two Major Healthcare Organizations

Lawrence + Memorial and Yale New Haven Health

A team of Shipman & Goodwin attorneys, led by Joan Feldman, assisted Lawrence + Memorial Hospital in the negotiation of its affiliation with Yale New Haven Health, and jointly represented both L+M Corporation and Yale New Haven Health in obtaining all the needed regulatory approvals from the State of Connecticut to complete the transaction, including certificate of need approval from the Office of Health Care Access for the system affiliation and the combination of the affiliated medical foundation. The affiliation process extended over an eighteen-month period with many complex regulatory hurdles, along with coordinated corporate, transactional, labor and employment, and environmental legal counsel.

$16M Tax Credit Financing Construction to Permanent Loan

$16M Tax Credit Financing Construction to Permanent Loan secured by leasehold mortgage in certain real property in Connecticut. The transaction also involved Low Income Housing Tax Credits (state and federal), a Department of Housing Loan, Section 8 Housing, an Affordable Housing Loan and a Subsidized Advance from Federal Home Loan Bank of Boston. Additionally, our environmental team advised on environmental and remediation requirements.

$52 Million Syndicated Credit Facility Closing

People's United Bank

Represented People’s United Bank (lender and agent) in the $52 million syndicated credit facility closing to a group of companies (owned by private equity fund CI Capital Partners) that supply research, industrial and medical gases wholesale to hospitals, universities and private customers. The facility will allow the group of companies to acquire other companies in the industry via stock and asset purchases. This complex closing involved a variety of financing, tax, intellectual property and ERISA issues requiring experienced legal counsel.

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