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Mike is a partner in Reed Smith's Financial Industry Group.  He concentrates his practice in debt issuances, commercial lending, and mergers and acquisitions.

In particular, Mike has assisted clients in connection with international and domestic credit facilities; commercial paper programs; letter of credit facilities; medium-term note programs; bond issuances; export prepayment facilities; back-to-back tax facilities; and receivable, inventory and whole business securitizations.  In addition, Mike has negotiated complex merger and asset sale transactions.

Representative Matters

Credit Facilities

• Represented a multinational commodities grain trading company in several syndicated revolving credit facilities totaling more than $3.5 billion.
• Represented a multinational commodities grain trading company in several bilateral credit facilities totaling more than $2 billion.
• Represented a multinational commodities grain trading company in several syndicated term loan facilities totaling more than $1 billion.
• Represented a multinational commodities grain trading company regarding syndicated multi-currency European credit facilities totaling more than $1.9 billion.
• Represented a multinational commodities grain trading company regarding several European bilateral facilities totaling $100 million.
• Represented a multinational commodities grain trading company regarding a ¥10 billion syndicated term loan facility.
• Represented a multinational commodities grain trading company in several syndicated liquidity facilities totaling more than $1 billion.
• Represented a commodities lending joint venture regarding syndicated revolving credit facilities totaling $125 million.
• Represented one of the largest multinational quick service restaurant companies regarding syndicated revolving credit facilities totaling $600 million.
• Represented a Canadian restaurant company in a $200 million Canadian revolving credit facility.
• Represented a Canadian restaurant company regarding a $100 million U.S. revolving credit facility.
• Represented a Canadian restaurant company in a $300 million Canadian term loan facility.
• Represented a Canadian restaurant company regarding a $200 million bridge facility.
• Represented a multinational pork processor regarding revolving multicurrency credit facilities totaling €600 million.
• Represented one of the largest multinational quick service restaurant companies regarding a $1.15 billion liquidity facility.

Letter of Credit Facilities

• Represented a multinational commodities grain trading company in a $341 million syndication of its letter of credit facility supporting its commercial paper program.
• Represented a multinational commodities grain trading company in several standby letter of credit facilities totaling more than $1 billion.
• Represented a large hotel company in a $120 million standby letter of credit facility.

Bond Issuances

• Advised a multinational commodities grain trading company on senior note bond issuances totaling more than $2.1 billion.
• Advised a multinational commodities grain trading company on a $250 million Canadian senior note bond issuance.
• Advised a multinational commodities grain trading company on a $250 million convertible note bond issuance.
• Advised a multinational commodities grain trading company on a $486 million private placement note issuance.

Medium-Term Notes

• Advised one of the largest multinational quick service restaurant companies regarding the issuance of $600 million in medium-term notes.
• Advised the Arrangers and the Trustee regarding the issuance by a multinational oil trading company of more than $700 million in medium-term notes.

Commercial Paper Facilities

• Represented a multinational commodities grain trading company in a $750 million asset-backed commercial paper facility.
• Represented one of the largest multinational quick service restaurant companies in a $200 million corporate commercial paper facility.
• Represented a multinational electronics manufacturer in a $1.5 billion corporate commercial paper facility.

Mergers and Sale of Assets

• Advised one of the largest multinational quick service restaurant companies on its merger with another large restaurant company.
• Advised one of the largest multinational quick service restaurant companies on the purchase of a large franchisee.
• Advised one of the largest multinational quick service restaurant companies on the sale-leaseback of 600 restaurant properties.
• Advised one of the largest multinational quick service restaurant companies on the sale of a $780 million franchisee loan portfolio.
• Advised one of the largest multinational quick service restaurant companies on the sale of an equipment and building loan portfolio.

Review of Bank Securitization Portfolios

• Reviewed more than 40 transactions in a large multinational bank's securitization portfolio.
• Reviewed more than 50 transactions in a large multinational bank's securitization portfolio.

Securitizations

• Represented one of the largest multinational quick service restaurant companies in the structuring of a whole business securitization.
• Represented the Arrangers and the Trustee in the structuring of securitizations by a multinational oil trading company totaling more than $1 billion in trade receivables.
• Represented a multinational construction and engineering company in the structuring of a $30 million securitization of energy services contracts.
• Represented one of the largest multinational quick service restaurant companies in the structuring of a $500 million securitization of franchisee receivables.
• Represented a greeting card company in the structuring of a $125 million securitization of franchisee receivables.
• Represented the Arranger in the structuring of a $100 million securitization of trade receivables.
• Represented the Arranger in the structuring by a multinational oil and metals trading company of a $1.2 billion securitization of inventory and trade receivables.
• Represented a multinational commodities grain trading company in the structuring of a securitization of intercompany notes.
• Represented the Arranger in the structuring by of a $100 million securitization of rights to receive related to restaurant receipts.
• Represented the Arranger in the structuring by an automobile parts supplier of a $170 million securitization of trade receivables.
• Represented the Arranger in the structuring by a Japanese automobile manufacturer of a $100 million securitization of in-transit auto receivables.
• Represented the Arranger in the structuring by a multinational steel company of a $120 million securitization of steel inventory.
• Represented the Arranger in the structuring by a credit card company of a $50 million securitization of charged-off credit card receivables.
• Represented the Arranger in the structuring by a multinational steel company of a $250 million securitization of steel inventory.
• Represented a large hotel company in the structuring of a $120 million securitization of hotel franchisee loan receivables.
• Represented an Issuer in the structuring of a $70 million securitization of structured settlements.

Alternative Energy Transactions

• Represented biodiesel developer in connection with formation, equity and debt offerings and negotiation of licensing and construction contracts.

International Structured and Trade Finance

• Created a unique joint venture financing vehicle that permitted a multinational commodities grain trading company and a global seed and crop protection company to provide crop financing to Brazilian soybean farmers.  Under the financing structure, the joint venture raised funds in the U.S. bank market and advanced such funds to its Brazilian subsidiary in the form of a pre-export financing.  The Brazilian farmers in turn were obligated to repay the advances to the joint venture by delivering soybeans harvested during future crop seasons.  The funding structure's design was based on securitization techniques to provide a low-cost, tax-efficient funding vehicle, while simultaneously providing a platform to accelerate agricultural product sales within Brazil.
• Developed a Brazilian financing structure that permitted a multinational commodities grain trading company to utilize private equity to finance the future acquisition and development of soybean cropland by Brazilian farmers.  The funding was structured as a pre-export payment from an off-shore finance company to a Brazilian subsidiary, formed for the purpose of making the advances to the soybean farmers.  By formalizing the commodities storage, transportation, marketing and other commercialization activities performed by our client within an arm's-length servicing agreement, a structure was able to be devised that extended private equity funding to Brazilian land development and increased the supply of soybeans available to the client.
• Represented the Arrangers in the structuring and negotiation of more than $1 billion of medium-term note and commercial paper issuances out of a master trust established for a multinational oil trading company.  Each of the debt instruments issued by the master trust was secured by commodity trade receivables originated by the oil trading company in more than 20 different countries.  Throughout each of these issuances, securitization experience was used to analyze and structure solutions for a broad spectrum of bankruptcy, tax and security-interest issues in such jurisdictions.
• Represented the Arranger in the structuring of a $1.2 billion securitization of trade receivables and metals inventory on behalf of a multinational oil and metals trading company.  The transaction was structured to permit the issuance of both medium-term notes and commercial paper, and successfully addressed numerous cash flow and intercreditor issues related to the securitization of both receivables and inventory within the same structure.
• Utilized securitization techniques to develop a first-of-its-kind, back-to-back credit facility structure in the Ukraine, Turkey, Canada, Brazil and Argentina.  In total, the back-to-back structures provide $625 million of tax efficient working capital for the client in each of these various jurisdictions, while using securitization principles to legally defease the debt for accounting purposes.
• Represented a multinational commodities grain trading company and its Brazilian subsidiaries in the restructuring of $260 million of export prepayment facilities and $430 million of Finem, Finame and working capital facilities provided by twenty banks in connection with its organization of a Brazilian sugar company

Publications

• Author of published articles pertaining to the issues of commingling, offset, and security interests in the context of international securitizations
• Author of articles related to the Federal Reserve's Term Asset-Backed Securities Loan Facility

Speeches / Presentations

• Presentation regarding Brazilian securitization structures at a conference located in Mexico City in 2007
• Presentations summarizing securitization structures and the impact of the credit crisis in 2008
• Client presentations discussing the terms and conditions of the Federal Reserve's Term Asset-Backed Securities Loan Facility in 2009
• Presentation at Mortgage Brokers Association Conference in 2009 discussing the Federal Reserve's Term Asset-Backed Securities Loan Facility and its expansion to Commercial Mortgage Backed Securities
• Thomson webinar presentation in 2009 discussing the Servicer Safe Harbor for mortgage loan modifications

Experience

Legal Education

Undergraduate Education

Professional Admissions / Qualifications

• Illinois