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William D. Gardner

Attorney

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William D. Gardner

Attorney

Clients value Bill’s extensive experience representing banks, non-bank lenders and borrowers in loan originations, workouts, financial restructurings and bankruptcies. Clients regularly seek Bill’s guidance on complex finance and insolvency issues, including issues arising under UCC Articles 8 and 9 and in connection with bankruptcies and Wisconsin receiverships. He can distill complex legal concepts and offers unique perspectives and business centric solutions sharply focused on the client’s strategic goals. Bill is committed to continually improving client relationships and finding innovative ways to become a better business partner including advising on legislative, regulatory and other developments impacting the financial services industry and uses for new technology, including blockchain.

Bill has experience with syndicated credit facilities, private placement debt, acquisition financings, mezzanine loans, asset-based loans, construction loans, convertible debt investments, factoring arrangements, and debtor-in-possession financings. He has also represented secured parties, buyers and sellers in distressed sales, including bankruptcy sales, UCC Article 9 foreclosure sales, and sales by receivers appointed in Wisconsin receivership proceedings. He has experience with many different industries, including manufacturing, retail, service, agriculture, hospitality, technology, energy, telecommunications and vehicle fleet leasing and management.

In his spare time, he coaches several youth teams in hockey, baseball and soccer.

Representative Experience - Commercial Finance

  • Represented a group of related companies that lease and manage fleets of vehicles in connection with a syndicated credit facility and issuance of senior secured and senior subordinated private placement notes that made available to the companies in excess of $1B. Formed new entities and implemented intercompany financing arrangements necessary for future securitization transactions.
  • Represented a group of related companies that lease and manage fleets of vehicles in connection with increasing available credit from approximately $1B to $1.3B by exercising an accordion feature of, and amending, the syndicated credit facility and amending and restating the senior subordinated note purchase agreement.
  • Represented an investment fund as mezzanine lender and preferred equity purchaser in an approximately $260MM real estate acquisition and construction project. The investment fund committed to make mezzanine loans in a maximum amount of $81.5MM and to purchase preferred stock in a maximum amount of $33.5MM. The project was a 12 story, 466 room luxury resort. 
  • Represented an investment fund as mezzanine lender and preferred equity purchaser in an approximately $125MM real estate acquisition and construction project. The investment fund committed to make mezzanine loans in a maximum amount of $11MM and to purchase preferred stock in a maximum amount of $14MM. The project was a large office building. 
  • Represented the administrative agent in a $60MM syndicated credit facility to group of companies that provide services to people with intellectual, developmental and physical disabilities. The credit facility included a revolving line of credit, draw facility to purchase commercial vehicles and two term loans, one of which was used to finance an employee stock option plan.
  • Represented a large national bank in two construction loans to two related entities in an aggregate amount of approximately $52MM. The developer used the loan proceeds to build a 268-unit apartment complex and a 272-unit complex.
  • Represented a hedge fund in an original $40MM convertible debt investment in a group of companies that owned corn oil extractors and patented technology to extract corn oil.
  • Represented the administrative agent in a $24MM syndicated credit facility to a group of truck distributorships. The credit facility consisted of a revolving line of credit and draw facilities to purchase used and new vehicles.
  • Represented a large international bank in a $16MM acquisition and working capital credit facility. The equity sponsor used the loan proceeds to purchase a group of foreign and domestic companies that engineer, design and sell motion technologies and controls for furniture, bedding, healthcare and industrial products.
  • Represented a large international bank in a $13MM acquisition and working capital credit facility. The equity sponsor used the loan proceeds to acquire a group of companies that provide goods and services to the defense and commercial aerospace industries.

Workouts, Financial Restructurings and Bankruptcies

  • Represented a regional bank in the workout of several related credit facilities with approximately $22MM of outstanding principal. The loan parties were metal fabricators, real estate holding companies and a maquiladora (Mexican subsidiary). The companies made an assignment for the benefit of creditors and a Wisconsin receiver was appointed to sell the companies. In order to finance operations and bridge to a sale, the bank sold to two of the companies’ largest customers subordinated participating interests in the bank’s pre-receivership loans and used the sale proceeds therefrom to make loans to the Wisconsin receiver. The receiver eventually sold the companies as a going concern, including the companies’ equity interests in the maquiladora.
  • Represented a large international beverage producer that was party to a co-packing arrangement with a bottling business subject to Wisconsin receivership proceedings.
  • Represented the administrative agent in the workout of an original $50MM syndicated credit facility to group of furniture wholesale companies. The lenders received substantial cash payments and preferred stock that could be redeemed upon the occurrence of certain liquidity events.
  • Represented several foreign and domestic banks in the workout and restructuring of a dozen leveraged leases of 737 aircraft in the United Airlines Chapter 11 bankruptcy case.
  • Represented large national bank, as a senior lender, in the Chapter 11 bankruptcy case of Kmart Corp.
  • Assisted with the representation of the administrative agent in an original $500MM syndicated credit facility with approximately two dozen lenders. The company had substantial non-U.S. operations. After distressed debt funds acquired a material portion of the bank debt, the holding company and its domestic subsidiaries filed for chapter 11 bankruptcy protection. The foreign subsidiaries continued to operate in the ordinary course of business and outside of any insolvency proceeding. In order to finance operations and bridge to a sale, the agent bank and certain prepetition lenders made available two separate debtor-in-possession financing facilities. The distressed debt funds eventually purchased, or offered to purchase, from all prepetition lenders, all of such prepetition lenders’ bank debt in order to propose a plan of reorganization featuring a debt for equity swap.
  • Assisted with the representation of administrative agents in the workout and restructuring of syndicated credit facilities ranging from $115MM to $800MM. The loan parties were engaged in a variety of industries and, in many cases, had both domestic and foreign operations.

Distressed Acquisitions and Sales

  • Represented a regional bank in the workout of several related credit facilities with approximately $22MM of outstanding principal to a group of metal fabricators, real estate holding companies and a maquiladora. After the domestic companies made an assignment for the benefit of creditors and a receiver was appointed pursuant to Chapter 128 of the Wis. Stats., the receiver sold to a third party purchaser all or substantially all of the assets of the companies, including the equity interests of the maquiladora.
  • Represented a hedge fund, as secured party, in the workout of an original $10MM credit facility to a circuit board manufacturer. After the company filed for bankruptcy protection, represented an indirectly wholly owned subsidiary of the hedge fund in acquiring the assets of the company via a credit in a sale conducted pursuant to Section 363 of the Bankruptcy Code. After having operated the circuit board manufacturer as a turnaround project, represented the hedge fund in selling the equity of the company to a foreign investment company.
  • Represented a hedge fund, as secured party, in the workout of an original $25MM credit facility to an internet company. Represented the hedge fund in foreclosing its liens on the company’s personal property assets in accordance with Part 6 of Article 9 of the UCC, and represented an indirectly wholly owned subsidiary of the hedge fund in acquiring the company’s personal property assets via a credit bid at a public auction conducted as part of the foreclosure process.
  • Represented a hedge fund, as secured party, in the workout of an original $15MM credit facility to a group of telecommunications companies. Represented the hedge fund in foreclosing its liens on the company’s personal property assets in accordance with Part 6 of Article 9 of the UCC and transferring to a third party purchaser in a private sale all of the debtor’s interests in such assets.
  • Represented a hedge fund, as secured party, in the workout of an original $20MM credit facility to a group of companies that made available for various assignments security guards. Represented the hedge fund in foreclosing its liens on the equity of the operating companies in accordance with Part 6 of Article 9 of the UCC, and represented an indirectly wholly owned subsidiary of the hedge fund in acquiring such equity interests via a credit bid at a public auction conducted as part of the foreclosure process. After having operated the companies as a turnaround project, represented the hedge fund in selling the equity of these companies to a strategic buyer.

Bank Regulatory

  • Lead a team of attorneys advising a bank holding company on legal and compliance issues with an equipment finance subsidiary with customers in almost all 50 states, including advice with respect to general corporate issues, state and local tax issues, compliance with federal and state banking laws and regulations, and compliance with federal and state privacy and cybersecurity laws and regulations, including the California Consumer Privacy Act, and assist with transitioning the equipment finance subsidiary to using digital signatures.

 

  • Brooklyn Law School, J.D., 1997, Professor Philip K. Yonge Memorial Prize for Exceptional Achievement in Bankruptcy
  • University of California-Los Angeles, B.S., 1992

  • Wisconsin
  • New York
  • New Jersey
  • U.S. District Court, Eastern and Southern Districts of New York

  • Business Loans Coalition, advocacy organization of the Loan Syndications Trading Association
  • American Bankruptcy Institute
  • Secured Finance Network
  • American Bar Association
  • Milwaukee Bar Association

 

  • Debt Recharacterization: Does State or Federal Law Apply” ABI Journal, June 2021
  • New Technologies in the Workplace, CoreNet Global, Kansas City Chapter, Nov 2019
  • GlobeSt.com: Applying Blockchain to Real Estate Transactions, Jan 18, 2019
  • Bankruptcy M&A, Brooklyn Law School, March 2018
  • Commercial Finance for In-House Counsel and Young Lawyers, The Association of Commercial Finance Attorneys, March 2016
  • Guarantees and Letters of Credit, International Credit Executives (ICE) and Metro Milwaukee Association of Commerce World Trade Association (WTA), Nov 2014
  • Distressed Debt: Identifying Early Warning Signs & Maximizing Value of Distressed Debt Portfolio Companies, Brooklyn Law School, Feb 2014
  • Avoiding Chapter 22 – Predicting Success in Chapter 11, Brooklyn Law School, Nov 2013
  • Insider Trading, Claims Regulation and Safe Harbors in Chapter 11, Brooklyn Law School, June 2012
  • Strapped Cities, the State of Chapter 9, Brooklyn Law School, March 2011
  • Too Big to Fail: Bankruptcies and Bailouts, Brooklyn Law School, March 2010
  • Article 9 Foreclosures and Bankruptcy Sales, Bank of America Special Assets Group, March 2008
  • Real Estate Workouts; Restructuring the Problem Loan, New York City Bar Association, Feb 2008

  • Chambers USA, Banking & Finance (2019)