Richard K. Brown, Partner

Rick Brown is a partner in Winston & Strawn’s finance practice group who concentrates in the corporate lending area.

Mr. Brown’s practice primarily is focused on syndicated credit facilities, asset-based financing, and other secured financing transactions, and also includes equipment finance and leasing, bank treasury services, as well as letter of credit transactions.

Recent transactions follow:

• Represented the administrative agent in a $415 million Cross Border Revolving Credit Facility to major paper manufacturer with complex intercreditor arrangements and foreign collateral components;
• Represented the administrative agent in a $100 million U.S./Canadian Revolving Credit Facility (First Lien/Second Lien) to major international manufacturer of building materials;
• Represented the administrative agent in a $70 million Revolving Credit Facility, $2.4 million Term Loan and $2 million Capital Expenditure Loan to manufacturer of petroleum tubular goods;
• Represented the administrative agent in a $50 million Revolving Credit Facility to provider of retail and hospitality information technology (IT) solutions;
• Represented the administrative agent in a $35 million Revolving Credit Facility and $18 million Term Loan to manufacturer of garage doors and openers; and
• Represented the administrative agent in a $450 million syndicated senior credit facility for a national restaurant chain.

In addition, Mr. Brown has represented administrative agents and lenders in restructurings and workouts of syndicated credit facilities.

Honors and Awards

Mr. Brown was recently elected a Fellow of the American College of Commercial Finance Lawyers.

He also was named a North Carolina “Super Lawyer” for banking law in 2007 and 2009.

Activities

Mr. Brown is a member of the American Bar Association, Business Law Section, and serves on its Commercial Financial Services Committee as co-chair of the Subcommittee on Syndications and Lender Relations. He is vice chair of the ABA Model Intercreditor Agreement Task Force and a member of the drafting committee of the ABA Joint Task Force on Model Deposit Account Control Agreements. In addition, Mr. Brown is vice president and a member of the Executive Board of The Association of Commercial Finance Attorneys, Inc. He is also the chair of the Uniform Commercial Code and Financial Services Committee of the Business Law Section of the North Carolina Bar Association and a member of the Executive Committee of the Business Law Section Council.

Mr. Brown is a practitioner in residence at the University of North Carolina School of Law, Center for Banking and Finance.

Education

Speeches and Publications

Mr. Brown has lectured extensively on topics of interest related to secured transactions under the Uniform Commercial Code (UCC). Most recently, he presented a number of seminars on Revised Article 9 of the UCC and on intercreditor arrangements between first lien lenders and second lien lenders in syndicated loan transactions.

Mr. Brown’s presentations include: “Negotiating Intercreditor Agreements: A Report from the ABA Model Intercreditor Agreement Task Force” (Panel Member) ALI/ABA 2010 Commercial Lending Today, January 2010, Washington, D.C.; “Dealing with Intercreditor Issues in Today’s Loan Markets” (panel member), Commercial Finance Association 65th Annual Convention, November 2009; “Current Market Developments in Syndicated Finance” (panel member, panel coordinator), The Association of Commercial Finance Attorneys, Inc., October 2009; “If You Want Something Done Right, Do it Yourself—Self-Help Strategies in the Age of Illiquidity” (panel coordinator), The American Bar Association Annual Meeting, Syndications and Lender Relations Subcommittee Meeting, August 2009; “Just-in-Time or Just Outside the UCC? Consignments, Bailments and Other Title Manipulation Arrangements” (panel member), The American Bar Association Annual Meeting, Syndications and Lender Relations Subcommittee Meeting, August 2009; “Negotiating Intercreditor Agreements” (panel member), ALl/ABA 2009 Commercial Lending and Banking Law; “Reducing Battles Between First and Second Lienholders Through Intercreditor Agreements” (panel member), 2008 Banking Institute, UNC School of Law Center for Banking and Finance, April 2008; “Current Trends in the Second Lien Intercreditor Market” (panel member), the American Bar Association Annual Meeting, Syndications and Lender Relations Subcommittee Meeting, August 2007; “UCC Developments – Proposed Amendments to Articles 1, 2, 2A, 3, 4 and 7 of the Uniform Commercial Code,” the 2005 North Carolina Bar Association Business Law Section Annual Meeting; and “Perfected Opinions: Secured Transaction Legal Opinions under Article 9 of the UCC,” North Carolina Bar Association CLE.

Mr. Brown’s publications include: “Revised Article 7 of the Uniform Commercial Code” and “Article 9: Emergency Legislation Enacted,” Notes Bearing Interest, a publication of the North Carolina Bar Association’s Business Law Section, Vol. 28, No. 1; “Security Interests in Fixtures under Article 9 of the UCC,” Notes Bearing Interest, Vol. 27, No. 2; and “Deposit Accounts Under the New World Order,” North Carolina Banking Institute Journal, Vol. 6, April 2002 (with Professor Ingrid Michelsen Hillinger and David Line Batty).