Brian McMahon

Practice Areas

Commercial Lending

Corporate and Finance

Business Restructuring and Insolvency

Commercial Contracts

Private Equity

Career

Brian McMahon is a Partner with Calfee's Corporate and Finance practice group. He structures and negotiates highly leveraged and asset-based financings, syndicated loans, multinational and multi-currency credits, asset securitization transactions and mezzanine placements.

Brian also counsels clients with bankruptcy and creditors’ rights issues and in negotiating and structuring sales, distribution and supply agreements. His experience includes representing various lending and financial institutions and publicly and privately held businesses.

Brian is a member of the American, Ohio State and Cleveland Metropolitan Bar Associations. A certified public accountant, Brian was a staff accountant with Deloitte & Touche from 1989 to 1991. He served as a law clerk for Judge James H. Williams, the chief bankruptcy judge for the Northern District of Ohio, prior to joining Calfee as an associate in 1996. He became a partner with the firm in 2005.

Professional Memberships

American Bar Association, Member

Ohio State Bar Association, Member

Cleveland Metropolitan Bar Association, Member

Experience

Acted for the borrower, a multinational manufacturing holding company with $5+ billion in annual revenue, in refinancing and upsizing its syndicated multi-currency revolving credit and term loan facilities and the implementation of an interest rate hedge for the term loan facility.

Acted for the company in a refinancing/replacement of its syndicated receivables securitization facility. We negotiated transaction documentation, navigated inter-creditor issues, and managed the closing process, including the complex legal opinions that support these transactions.

Represented a medical products manufacturing client, serving as ABL credit facility borrowers’ counsel, in negotiating loan documents on behalf of the Company and certain of its U.S. and Canadian subsidiaries and new international holding company and part of the company's exit financing from bankruptcy. The specific matter involved a $40 million asset-based revolving credit facility.

Represented the issuer under a note purchase agreement and negotiated transaction documents on behalf of the issuer. The specific matter involved the private placement of notes; proceeds were used for a European acquisition.

Represented the purchaser in a note purchase transaction and side-by-side equity issuance; specifically, Calfee drafted and negotiated the note and security purchase agreement and related transaction documents. Proceeds of the note and equity issuances were used to pay a portion of the acquisition costs for a private equity portfolio company acquisition.

Represented a sub-debt note purchaser in the drafting and negotiation of a note purchase agreement and related documents and deliverables for a note issuance and equity issuance, the proceeds of which were used to pay a portion of the acquisition costs for a private equity portfolio company acquisition.

Served as legal counsel to the purchaser of assets from an assignee following assignment for the benefit of creditors under Georgia law. Calfee's client, a private equity firm’s portfolio company purchased the assets of a manufacturer through a Georgia assignment for the benefit of creditors. Calfee counseled the portfolio company on the intricacies and risks of purchasing assets through a state law assignment for the benefit of the creditor process, whereby a distressed entity assigns its assets to an assignee that serves as a trustee for the benefit of creditors. Calfee continues to counsel the portfolio company on its post-closing obligations under the purchase agreement. This transaction demonstrates the national scope of Calfee’s practice as well as its expertise in a variety of insolvency asset disposition strategies.

Regularly represents a private equity firm client, addressing the insolvency-related issues that its portfolio companies encounter. Calfee serves as general outside bankruptcy/restructuring counsel for the private equity firm client, including providing general representation as a creditor or contract party in insolvency proceedings and counseling regarding addressing the financial distress of portfolio companies. In the past year, we counseled the client in the development of its strategy for addressing a legacy tax liability for a previously liquidated portfolio company and also a dispute with a covenant calculation and the lender’s decision to cut off funding. Calfee assisted the client and one of its portfolio companies in developing a strategy for the uninterrupted use of cash and the infusion of additional equity.

Expert in these Jurisdictions

Ohio

Education