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Intro: Welcome to Disputes in Perspective, a Reed Smith podcast. This podcast series will discuss disputes-related trends, hot topics, and developments occurring in the global legal landscape, and hopefully provide you with some helpful insights and practical tips. If you have any questions about any of the episodes, please feel free to contact our speakers. 

Adam: Welcome back to the podcast. I've got with me Chris Hand, a partner in the Denver office of Reed Smith, and I am Adam Massaro, also a partner in the newly founded Denver office. Chris, welcome to the pod. 

Chris: Thanks, Adam. I'm glad to be here. 

Adam: So how long have you been at Reed Smith? 

Chris: I joined the firm in February of 2025. We really hit the ground running over here. We were able to bring over quite a few clients in some existing matters. So I really jumped right in with some of our existing Denver clients and then started integrating with some of our Chicago and New York team as well. So it's been only a few months so far, but a really good start. 

Adam: What practice group are you in? So I'm in the corporate practice group. Really, I'm a transactional attorney, but I specialize in debt financing transactions. 

Adam: And debt financing. Give us the listeners a little more information about that. 

Chris: Yeah, it feels like a pretty broad term. You know, more specifically, my practice, I represent capital providers. So that could be large national banks. It could be regional banks, private credit funds or just other private investors. When those capital providers are making secured loans to certain partners. So the debt financing transaction is anytime you have a lender making a loan to another party, that party's going to pay back the loan with interest. And if they fail to pay it back, there's going to be some assets that are acting as collateral security for that loan. That's where I step in. 

Adam: You mentioned that you came over with a team. Who else did you come over with to help found the Denver office? 

Chris: Yeah, I came over with a really strong team who I've worked with for a while. Jay Spader, specifically, he's the head of the debt financing group here in Denver. Brendon Leanos, another debt financing partner I've worked with for about 18 months now. And Jason Larkin on our team as well, who I've worked with for nearly five years at this point. We all came over together. We each have a practice that is all within the debt financing realm, but a little bit different. And each one of us has a slightly different specialty. 

Adam: What's your focus? 

Chris: So me specifically, like I said, I represent capital providers, but I think my work really fits into two main buckets. The first would be large, broadly syndicated loan transactions that provide working capital to existing, well-established companies. So just to unpack that a little bit, syndicated loan transaction is typically when you have one large bank acting as an agent that puts together the deal. And then that bank goes out and finds other lenders that want to participate. paid. They come in with a commitment and they all join together to provide some portion of the debt financing to a borrower. I work on those facilities. They usually, like I said, provide working capital, so help a company manage their day-to-day cash needs. And then the other large bucket is acquisition financing. So I'll represent a lot of borrowers, but also private equity sponsors and lenders. Anytime somebody's borrowing money to make an acquisition, typically in the middle market space. 

Adam: On the syndications, as far as those, is there any specific industries you focus on or not? 

Chris: You know, not really. I do have a subspecialty in precious metals lending. That's something that not many people in the U.S. do, but it's something that I've just been fortunate enough to pick up a few deals in that space. But otherwise, no, it's really no specific industry. I think it's more just specific deal size and then knowing how to run that process, knowing how to work with different banks to be able to pull together a deal like that on usually a tight timeline. 

Adam: When it comes to the precious metals, what are some examples of the work you do in that area? 

Chris: So we provide typically working capital facilities that come in the form of revolving lines of credit for companies that specialize in buying, selling, trading precious metals. And the way those facilities look is you usually have a revolving commitment that has a maximum amount that's going to be the lesser of some determined number. We'll just say for easy math, $10 million or some, what we call a borrowing base, which is going to be the aggregate value of some underlying precious metals assets. So if the borrower ends up acquiring $20 million in gold bullion, for example, then that borrower can borrow at any point in time up to the lesser of the value of that gold bullion or the maximum amount that the banks can provide. So I've done quite a few of those facilities, they range from very simple, like I just explained, to endlessly complex if they bring in a lot of other ancillary products, forward contracts, swaps, things like that. 

Adam: On the precious metals, is that limited just to domestic or can that involve domestic or precious metals outside the U.S. as well? 

Chris: Good question. Most of the borrowers that I work with, or I should really say all of the borrowers that I work with, are domestic, but they do have international operations. So a deal that's currently on my desk that's looking to close at the end of this month, it's a U.S.-based borrower, but they do maintain metals all over the world. And so, you know, fortunately here at Reed Smith, and it was one of the reasons that I made the move over to Reed Smith, I'm able to partner with colleagues that we have in Germany, Hong Kong, Singapore, and the UK to put in place local security documents to perfect the bank's security interest in precious metals that are maintained in vault facilities in each of those countries. I can do that all under the Reed Smith umbrella. It ends up making the transaction much smoother. So borrowers are usually domestic, but they have international operations and we can help with that. 

Adam: All right, let's talk about acquisition financing. Tell us a little bit about your experiences and specialties there. 

Chris: So I typically work in middle market leverage buyout transactions. So what that means is we typically have a private equity firm involved that's going to be a private investor that's looking to acquire a company that's in the middle market space. That can mean a lot of things to different people. I usually think of it as overall deal value of maybe $50 million to $500 million, but people can define middle market differently. In those transactions, I'll either represent a lender that's making a loan for the private equity company to be able to acquire another business, or I'll represent the private equity borrower when they're borrowing funds from a bank in order to make that acquisition. The way most private equity firms buy different companies is really similar to the way typical people would buy a house. You pay for the purchase price using some portion of your own money that's going to be your down payment or your equity in the house at the time you close. And then you borrow the remainder from some lender in an exchange for that money that you're borrowing, you're going to pay it back with interest and you're going to grant a security interest in the asset that you're buying. The leveraged buyouts work really similarly. 

Adam: And for the acquisition financing, as far as footprint, domestic or do you go outside the U.S. as well for that? 

Chris: You know, really all domestic for those. I think it's more the larger syndicated facilities where I see some foreign operations. Just typically, this is not universal, but in those larger syndicated deals that are more working capital facilities, we're looking at companies that are fairly well-established. Maybe they're publicly traded. So they're further along in their life cycle. They've gone past their initial maybe venture funding. Maybe they had a round or two with different private equity investors to help them grow. And now they've gotten to a point where they're publicly traded, larger, maybe have global operations at that point. Just happens to be that in my private equity acquisition financing practice, we're usually talking about companies that are a little earlier in the stages of their life cycle. They're taking on new investment for private equity. They might look to grow internationally, but that's not usually the norm in my practice. 

Adam: Now when it comes to securing assets on the acquisition financing with some of the examples of asset classes you've worked with? 

Chris: Oh, goodness. We've been all over the place. I would say, you know, most typically, it's going to be a senior secured loan that's secured by all assets. And what comes up most often is going to be a pledge of equity in the holding company and in all of the operating companies that are being acquired. And that's really important for a secured lender because really the smoothest exit in a downside scenario for a secured lender is to go out and find another private investor who just wants to purchase the entire enterprise. And so if you can just take the equity and lift it and sell it to somebody else, that's going to be the best way to be able to get out. But if we talk about more specific assets, for example, I'm working on a deal right now where the primary assets of the target company are different marine vessels. So think ships for, you know, dredging or salvage or just other operations. Those are really unique assets. And we need to be able to bring in specialists to be able to tell us how you put a mortgage in place on those assets, where they can operate within the world. And fortunately, at Reed Smith, we do have a strong Marine team, so we were able to bring them in. That's just a recent example, but we see sort of strange asset classes pop up all the time. 

Adam: And speaking of new asset classes, let's talk about crypto. 

Chris: All right. 

Adam: So have you had a chance to do any lending and financing in that space? 

Chris: Yeah, we are fortunate enough that we've done a few, you know, what I would call leverage crypto deals this year. I think the term in the market, and it's really been a trend, has been Bitcoin treasury deals is something that you've probably heard a lot about. There have been articles in Wall Street Journal, New York Times about those deals. Really, they apply to all digital asset classes, most typically cryptocurrencies like Bitcoin or some of the others that are similar all the way down to meme coins. But we've done a number of deals in that space. 

Adam: When you have a new asset class like that, where do you go for sort of the initial step when it comes to deciding how to securitize it and protect for the lender's perspective? 

Chris: Yeah, you, I mean, usually I just start with doing as much research as I possibly can. I absorb as many articles as I possibly can on the asset class. So I can start with just, you know, early stage basic internet research. I start looking it up. What does this look like? What are other people doing? Are there other law firms who have been writing articles about this? Start getting buzzwords, and then I get a little bit more detailed. Maybe go to PLI to watch some CLE videos that are on this. And then after that, once I have a good sense broadly of what this looks like, I'll usually then dive into the actual statutory law. So for me, that's a uniform commercial code. So the interesting thing about crypto assets right now as an emerging trend in the market is there's a new Article 12 to the UCC that was really adopted and created in order to deal with these digital assets. Well, Article 12 has only been adopted at the time of reporting by about half the states. The other half of the states don't deal with it. And so we end up perfecting under Article 8. And so I think trying to figure out balancing which law you're actually going to be using here does take a lot of research. It does involve a lot of digging in. And fortunately, as a transactional attorney, usually my counterparts, the counsel that I'm working across from, we're all trying to get this done. We're all trying to get it done correctly. So there is a lot of collaboration working with them where we can say, do we think we're going to perfect under Article 8 here, Article 12? Let's have a conversation about it. What does the documentation need to look like? But, you know, usually start with just absorbing as much information as possible and then getting more and more detailed from there. 

Adam: And how about when it comes to considering what state law governs, what are some of the trends you're seeing in that area for crypto work? 

Chris: You know, we, me specifically, I'm licensed in New York. And most of the loan documents that I work in are going to be governed by New York law. So I always push for New York to be the governing law document for any of the primary loan documentation as well as the security documentation. You know, I've done that in the crypto deals as well. New York, at the time of recording, has not adopted Article 12 of the UCC, so we are usually looking to Article 8, and we can opt in and say that that's going to be the governing law for the underlying crypto assets. We're going to designate them as financial assets under Article 8. But we have seen a push for Florida seems to pop up quite a bit. There's a lot of crypto activity that's happening in sort of the Miami area, as well as a number of the depositories, I guess, for the crypto assets seem to be formed and governed in South Dakota and Wyoming. So that lot pops up usually in the form documents early on, but we'll usually request to have that change over to New York. Just something I'm more comfortable with as an attorney who's licensed in New York. 

Adam: And then how about, is there a more defined asset class that you look to for using guidance on crypto or not? 

Chris: Yeah, you know, I would say that So I want to be careful because SEC guidance so far said that crypto assets are not securities. So whenever we're doing these deals, we need to keep that in mind. These are not securities. But I do usually look at securities as something similar when I'm looking to perfect. And, you know, all the way down to when I'm putting a control agreement in place for these crypto assets, we're usually working off of a securities account control agreement. So let's say you have some intermediary that's going to be holding the crypto on behalf of the parties while the loan is outstanding, I want to make sure that my lending client has control over that account at all times. And I'll usually start with the securities account control agreement and tailor it from there in order to make sure we have a perfected and enforceable security interest over those crypto assets. 

Adam: And on a control agreement, just give us a quick rundown of what that means. 

Chris: Yeah so you know let's say you and I do a deal where I’m going to loan you a million dollars to go out and buy bitcoin you now acquire that bitcoin. What I’m going to require you to do is go deposit that with a third party. You're going to deposit it with them but the account's going to be in your name in order for me to have an enforceable security interest. I’m now going to enter into a contract directly with that party holding the crypto where they're going to agree that they won't allow any of those crypto assets to leave the account without my permission. So I control the assets in that account, even though they're still in our name. 

Adam: So I can think of the more traditional example. I pledge stock. I give the physical certificates to an escrow agent. That all makes sense. But how do you account for a control agreement with an asset that's intangible? 

Chris: Yeah it's it's an interesting question and you know like you just said that's stock is sort of the analogy that we look to here because even though these are not securities it's it's most similar and that's sort of how we have to pull from. But when you talk about an asset that's intangible like crypto really you end up having the keys are delivered to that escrow agent as well so they end up controlling it they have a record and everything's just maintained by them on the back end. But it is a new asset class, and we're working through a lot of these issues as deals pop up. 

Adam: And as far as sort of where Reed Smith is in the arc, where are we, in your opinion, compared to other firms in this space? 

Chris: You know, my sense is we're doing more of these deals than maybe any other firm. We've seen some repeat players, but Reed Smith is really being brought in for a number of these crypto treasury transactions. I think, you know, we've probably done 10 or more in 2025. They seem to continue to be coming in. Usually those are handled by a combination of teams. So there'd be a capital markets team that handles an equity financing round that closes concurrently. And then a member of our debt team, myself, Jay Spader, Jason Larkin will work on the debt financing portion. Usually those transactions close concurrently in the proceeds from both financing rounds are used to go out and buy crypto assets. 

Adam: Of course, I'm a litigator, so I work on the other part of the life cycle of oftentimes these transactions and obviously see when they don't go well. Talk a little bit about some of the steps you've learned over the years to mitigate litigation and some of the things you do, especially in your lending space on that front to avoid it coming over to my side. 

Chris: Well, so when I'm representing secured lenders, you know, we usually try and put in place belts, suspenders, everything else you can think of in terms of giving the lenders a broad security interest, making sure that they're over collateralized and they have a number of different tools they can use in a downside scenario. Um, generally speaking, we're talking about commercial parties that want to find a commercial resolution. They don't want to go into litigation. Um, and so what I've usually seen is when somebody is heading down that path toward, you know, maybe a downside scenario, the company's struggling. Usually people will come together and find some arrangements, some sort of work out. Uh, but in, in the event that doesn't happen, or maybe a borrower is being unresponsive, Some of the strongest tools we have are usually deposit account control agreements, where let's say you're a borrower and you're maintaining all of your cash at a bank that's not your lender. And we're trying to work something out and you're not being responsive. The lender can actually go in, exert control over that account and freeze any assets going out. Now you as a business, you're all of a sudden locked in place. Can't be paying your employees, can't be paying vendors, whatever it might be, until we sit down and have a conversation and I start approving those assets going out. Just a way to bring people to the table. It's not necessarily meant to just blow up a business. It's just meant to start a conversation there. If you end up defaulting under the credit agreement, again, as a borrower, we usually start with a notice of default reservation of rights letter, let the borrower know that we're aware the default has occurred. We're not waiving it. We're not going to enforce any rights at this point, but we need to start working toward some sort of a reasonable solution here. Maybe it's deferring interest for a period of time, deferring amortization for a period of time until you get back on your feet. And in the meantime, having heightened reporting, whatever it might be that's a reasonable commercial solution, there are usually a lot of steps involved between when I close a deal, when things start going wrong, and before it hits your desk. And so we try to use all of those tools if we can. 

Adam: What are your thoughts on using receivers as a method to gain control, but at the same time, not necessarily force the company into full liquidation? Have you had success in that area? Is that something that comes up often in your space or not? 

Chris: Yeah, it does come up from time to time. In my experience, that's usually a little further down the line. So things have gone pretty wrong at that point and the parties have tried to discuss some sort of reasonable work out or they've tried to get together and turn the business around in some way. And it just doesn't seem like those things are working out for whatever reason. At that point, we'll resort to putting a receiver in place. I think it's better than going into full-on bankruptcy and dissolution and liquidation of all assets at that point in time. And if you have a good receiver who can help sort things out, it can be a reasonable solution. Usually, I see that though as pretty far down the line. 

Adam: And how about when it comes to managing potential enforcement actions in multiple jurisdictions, assuming it's a debtor that's got assets throughout the U.S.? Are there steps you can take on the front end to make it easier for the lender that if you have to sweep assets or you have to protect yourself, you can do so when you're talking about potentially 8, 10, or maybe more jurisdictions that are going to be at play? 

Chris: Yeah. Yeah. We see it frequently. You have a borrower with, you know, different locations that might be all around the country and important valuable assets that are maintained in each one of those locations, whether it's inventory, equipment, or something else. You know, typically what we'll do on the front end is we send out, in the lending space, we call it a collateral perfection certificate. It's essentially a large questionnaire full of diligence questions. And one of the key pieces of information we want, we want to know is where are all of your operations, where are all of your locations, where you're maintaining assets. Get a list of those locations. If it turns out they are leased locations, what we require is we enter into an agreement directly with the landlord of that location where we say, in a downside scenario, you agree that the bank is allowed to come on site at the property for some period of time. Call it 30 days, 90 days, whatever it is that we negotiate in order to be able to collect those assets and remove them from the property. It's also asking the landlord to subordinate any statutory lien that the landlord has. Putting those in place is really critical. You see the actual physical assets as an important part of your collateral and an important way for the bank to be able to recover on its loan. You want to make sure you have those in place so that the bank has the appropriate property right to be able to go on and also that the bank doesn't now need to negotiate with a lender that can be acting as a competing secured creditor. 

Adam: All right. And to wrap up here, I want to talk the last part just about being a partner. Okay? Uh, what was sort of the moment you were, you hit that threshold point where you sort of realized I'm going to put in the effort. I'm going to take it to the next level and transition from associate to partner. Do you have a memory of that or how did that play out in your mind? 

Chris: Yeah, yeah. It's an interesting question and and I do I remember um you know a few years ago I was working with Jay Spader who was really you know my mentor someone who's taught me this practice. We were on a transaction together, it was fairly complicated you know a lot of moving pieces, and we were busy at the time we had a lot of a lot of deals going on. We got on a group call on a Saturday, and we're trying to just get organized what needs to get done in order to get to closing. And Jay had just been tied up with a few other things and kind of just threw it out to the group, said, hey, does anybody want to kind of take the lead on going through our checklist of items? And nobody had spoken up, so eventually I just said, yeah, here, I've got it, and could run through everything just off the top of my head without really even looking at the checklist, knew exactly where everything was at, what needed to be done, whether something was in our court, opposing counsel's court, whatever it is. Um, it was really able to sort of put together a path to closing on that call. Uh, and at that point, Jay just said, okay, well, this is your deal now. You go land this plane. Uh, and, and we did, we got it closed on time, got everything pulled together. Um, that was sort of the moment that it felt like Jay had taken the training wheels off for me. And I realized, yes, this can be a little scary. It can be a little intimidating, but I can do this. I can go run with these. I can go run with, uh, with all of these pieces that need to be put together. And from there I committed myself to really learning the practice and developing my skillset. 

Adam: Separately, I think in my view, being a lawyer is a lifestyle. It's something, in my view, you can't just change your clothes at the door when you go home. It's embedded, especially if you're wanting to practice at the highest level. The flip side to that, though, is that you can't just take it off at night. You have to figure out ways to still maintain the things outside of work. So how do you create that separation knowing that we don't get to turn our brains off? We don't necessarily get the benefit of stopping. and sometimes our best ideas come outside of office hours. How do you balance those two things? 

Chris: Well, for one, I think you, to be successful in this line of work, I think you have to enjoy it, you know, to, to, you know, to some extent at a minimum. I really like this work. I like doing transactional work. I like debt financing transactions. It's interesting to me. When I'm at home, I'm usually reading books that relate to the type of work that I do. It's something that I, enjoy. And so that helps me with kind of the constant mind running of always thinking about your different deals, kind of running through checklists in my mind. But when I do want to break away, it's not that hard because I have two kids under three years old right now. So when I'm at home, it's a little bit chaotic anyway. And if I'm not immediately looking at my emails, I'm dealing with the kids, taking my son out, following him all around the yard. And that's a pretty easy distraction for me. 

Adam: Love it. All right. Well, Chris Hand, that wraps our podcast today. I appreciate your time and thank you so much for sharing. 

Chris: Yeah, you're welcome. Thanks for having me on. 

Outro: Disputes in Perspective is a Reed Smith production. Our producers are Ali McCardell and Shannon Ryan. For more information about Reed Smith's litigation and dispute resolution practice, please email disputesinperspective@reedsmith.com. You can find our podcast on podcast streaming platforms, reedsmith.com, and our social media accounts at Reed Smith LLP. 

Disclaimer: This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship, nor is it intended to suggest or establish standards of care applicable to particular lawyers in any given situation. Prior results do not guarantee a similar outcome. Any views, opinions, or comments made by any external guest speaker are not to be attributed to Reed Smith LLP or its individual lawyers. 

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