Commercial Finance


Since 2004, Waller has provided counsel in commercial finance transactions with an aggregate value of more than $8 billion. Whether healthcare companies, private equity firms, or other investment entities, clients rely on our extensive experience structuring debt-financing transactions involving banks, commercial finance companies, Real Estate Investment Trusts (REITs), private equity funds, venture capital firms, and corporate borrowers. Business-minded and trustworthy, our attorneys offer comprehensive advice and counsel for both strategy and implementation.

Our commercial finance experience includes:

  • Asset-based loans and working capital credit lines
  • Bond and public finance transactions
  • Cash flow financing
  • Debtor-in-Possession (DIP) financing
  • Intercreditor agreements
  • Subordinated debt and mezzanine financings
  • Term loans, revolving loans and bridge loans


On the lender side, Waller offers advice to holding companies, banks, trust companies, securities firms, mortgage lenders, credit card and electronic payment companies, insurance underwriters and agents, consumer finance companies, and manufacturer/vendor finance companies on a wide variety of corporate and strategic areas.

When advising start-up ventures and seasoned public companies, this support includes:

  • Chartering/licensing
  • Employee Retirement Income Security Act (ERISA) and fiduciary law
  • Mergers/acquisitions and control contests
  • New product development
  • Regulatory compliance
  • Securities and financing matters (public and private)
  • Shareholder and employee litigation (individual and class action cases)
  • Taxation

Representing secured and unsecured lenders, Waller also counsels financial services companies, including institutional investors, and trustees, regarding their dealings with customers.


Matching the entrepreneurial spirit of our clients, Waller is known for our determination to get things done. We represent large and small businesses with senior and subordinated debt financings and institutional equity commitments, whether they be:

  • Securitized deals
  • Single lender transactions
  • Syndicated or multi-party facilities

We are regularly engaged as company counsel on transactions ranging from unsecured working capital facilities to secured acquisition and project financings.

Clients benefit from our cross-practice teaming especially when engaged in special types of transactions, such as financing for healthcare companies and other regulated businesses, and those using special products like tax-exempt bonds, Employee Stock Ownership Plans (ESOPs), and synthetic and leveraged leases.

Mezzanine Finance

Waller represents private mezzanine and subordinate debt investment funds, family offices, institutional investors and other market participants in connection with investment and lending transactions throughout the United States. We advise issuers, investors and financial sponsors in both sponsored and unsponsored transactions. Our experience entails complex mezzanine structures including extensive subordination and intercreditor arrangements involving senior and subordinated debt components.


Several of the most active healthcare specialty lenders in the U.S. trust Waller to handle their commercial finance transactions. Waller has long-term experience representing public and private healthcare companies, as well as not-for-profit hospitals and systems, in capital raising transactions. From seed capital, mezzanine financings, syndications and joint ventures, to public offerings of equity and debt in the U.S. and abroad, we combine an extensive knowledge of capital markets with a comprehensive understanding of the healthcare industry and healthcare investors.

These proficiencies blend to ensure smooth transactions for our clients and solid guidance in preparing disclosure documents and SEC reports addressing the intricacies and unique aspects of the healthcare regulatory environment.


Since 2012, Waller has assisted with six public equity offerings ranging in size from $25 million to $250 million.  In the same 18-month period, Waller attorneys have handled three high-yield note offerings ranging in size from $150 million to $250 million.

In general, our commercial finance experience includes:

  • Senior secured credit facilities and syndications
  • Cash flow financing
  • Asset-based loans and working capital credit lines
  • Subordinated debt and mezzanine financings
  • Debtor-in-Possession (DIP) financing
  • Intercreditor agreements
  • Term loans, revolving loans and bridge loans
  • Debt securities, high-yield notes and capital market offerings
  • Bond and public finance transactions

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