Brian D.Trudgen

Partner

Pittsburgh + 1.412.394.9540

Brian Trudgen represents leading banks in leveraged finance transactions in the U.S. and abroad, including many sponsor-driven transactions. He has significant experience representing: arrangers in bank financings in the context of recapitalizations, refinancings, restructurings, and acquisitions; leasing companies with equipment lease and lease portfolio transactions; and companies as borrowers in connection with their secured credit facilities.

Brian has a broad range of experience in the financing of varied types of assets, such as aircraft, vessels, railcars, federal government receivables, titled equipment, and financial instruments, as well as credit facilities guaranteed by the Export-Import Bank of the United States. Prior to joining Jones Day in 2018, he served as counsel to numerous clients, including: the borrower and guarantors in connection with $1.6 billion in senior secured credit facilities for a publicly traded multinational hospitality company, the proceeds of which were used to refinance existing indebtedness and for working capital; the lender in a $75 million senior secured credit facility to finance the acquisition of the assets of a deep water petroleum terminal (the credit facility was secured by liens on all of the assets of the loan parties, including a federally registered vessel, and the transaction involved complex environmental and permitting issues); and a leasing company in the lease of 485 specialty railcars to be used in the United States, Canada, and Mexico.

Brian is a frequent presenter on capital markets and secured lending matters at continuing legal education and client training programs. He is a member of the Association for Corporate Growth, Pittsburgh Chapter.

Experience

  • Privately held company obtains term loan and amends existing credit agreementJones Day represented a privately held company in connection with a senior secured subordinated term loan from a fund and an amendment to its existing credit and security agreement, lease documents, and equipment notes with a national bank.
  • Global systemically important bank (GSIB) conducts risk assessment to determine impact of LIBOR transition on enterprise-wide portfoliosJones Day is advising a GSIB with respect to enterprise-wide portfolios impacted by the LIBOR transition, including conducting portfolio-wide risk impact assessments, analyzing various consumer products, and developing litigation contingency plans.
  • National bank amends $385 million credit agreementJones Day advised a national bank, as administrative agent, in connection with the $385 million amendment to a syndicated credit agreement.
  • PNC Bank-led syndicate provides $200 million senior secured 364-day term loan credit facility to AMERCOJones Day represented PNC Bank, National Association, as administrative agent and a lender, in connection with a $200 million senior secured 364-day term loan credit facility provided to AMERCO, the parent company of U-Haul.
  • Sequential Technology International sold to APC HoldingsJones Day advised Sequential Technology International LLC, an innovative leader in the software, consulting, and BPO sectors, in its sale to APC Holdings.
  • U. S. Steel executes Option Agreement for potential joint venture with Stelco Inc. to acquire 25% interest in Minntac at enterprise value of $2.4 billionJones Day represented United States Steel Corporation, an integrated steel producer with major production operations in the United States and Central Europe, in connection with the execution of an Option Agreement for a potential joint venture with Stelco Inc., a vertically integrated Canadian steelmaker.
  • U.S. Steel acquires remaining 50% ownership interest in USS-POSCO Industries from POSCO-California CorporationJones Day advised United States Steel Corporation in its acquisition of POSCO-California Corporation's 50% partnership interest in USS-POSCO Industries, a Pittsburg, California-based producer of cold-rolled sheets, galvanized sheets, and tin mill products made from hot bands, resulting in USS-POSCO Industries becoming a wholly-owned subsidiary of U.S. Steel.
  • National bank provides $181 million term loan facility to public utilityJones Day represented a national bank, as administrative agent, in connection with a $181 million term loan facility provided to a public utility.
  • Corporate trustees seek advice relating to LIBOR transitionJones Day is advising two U.S.-based corporate trustees with respect to portfolios impacted by LIBOR transition and COFI cessation, including conducting portfolio-wide risk impact assessments, analyzing various consumer products, and developing litigation contingency plans.
  • Tecum Capital invests in National Power CorporationJones Day represented Tecum Capital Partners in connection with its investment in and related financing of National Power Corporation, a provider of power generators, products, and services.
  • National bank amends and restates $425 million revolving credit facility for private railroad and transportation management companiesJones Day represented a national bank, as administrative agent, in connection with the amendment and restatement of a $425 million revolving credit facility for a group of private railroad and transportation management companies.
  • Large financial institution provides acquisition financing of provider of security alarms and monitoring servicesJones Day represented a financial institution, as administrative agent and lender, in connection with the financing of a large electronic security company's acquisition of a leading provider of security alarms and monitoring services for commercial and residential customers.
  • Riverside acquires Champion Healthcare TechnologiesJones Day represented The Riverside Company in connection with the acquisition and related financings of Champion Healthcare Technologies, a SaaS provider that enables hospitals to manage surgical implants throughout their life cycle.
  • Twin River Worldwide Holdings completes $950 million debt refinancingJones Day represented Twin River Worldwide Holdings, Inc., a diverse, multi-jurisdictional owner and operator of gaming and racing facilities, in connection with its issuance of $400 million aggregate principal amount of 6.750% Senior Notes due 2027 in a Rule 144A and Regulation S offering and concurrent $550 million senior secured credit agreement, consisting of a $300 million senior secured term loan facility and a $250 million senior secured revolving credit facility.
  • Riverside invests in HemaTerra TechnologiesJones Day represented The Riverside Company in connection with its investment in and related financing of HemaTerra Technologies, a provider of SaaS-based solutions for independent and hospital-based blood collection centers and plasma collection centers.
  • Black Box acquired by AGC NetworksJones Day advised Black Box Corporation (Nasdaq: BBOX) in its acquisition by AGC Networks Ltd, a majority-owned subsidiary of Essar Global Fund.
  • Rockwood Equity Partners acquires Standard Bent Glass, LLCJones Day advised Rockwood Equity Partners LLC and its portfolio company, Ibis Tek, Inc., in the acquisition of Standard Bent Glass, LLC, a manufacturer and distributor of custom flat and bent glass products and transparent armor systems for the commercial and defense sectors.
  • The following represents experience acquired prior to joining Jones Day.

    Multi-Lender Credit Facilities

    Served as counsel to the administrative agent and lead arranger in connection with a $1.6 billion unsecured credit facility for a publically traded manufacturing company borrower, the proceeds of which were used to refinance existing indebtedness and for working capital.

    Served as counsel to the administrative agent and lead arranger in a $130 million asset-based credit facility for a publically traded manufacturing company borrower, the proceeds of which were used to refinance existing indebtedness and for working capital. The credit facility included U.S., Canadian, French, and English tranches of debt with obligors and collateral in those jurisdictions.

    Served as counsel to the administrative agent and lead arranger in connection with an $800 million credit facility for a public company borrower, the proceeds of which were used to refinance existing indebtedness and to financing the acquisition of a group of companies in the wood treatment industry. The obligations under the credit facility were secured equally and ratably with the company's outstanding notes pursuant to the terms of a collateral trust agreement.

    Served as counsel to the administrative agent and lead arranger in connection with a $200 million unsecured credit facility for a public company borrower in the railroad and transportation industries.

    Served as counsel to the administrative agent and lead arranger in connection with $120 million in senior secured credit facilities, including a tranche of $50 million in economic development revenue bonds, for a privately held company in the meat packing industry.

    Served as counsel to the administrative agent and lead arranger in a $335 million asset-based credit facility for a national petroleum company.

    Served as counsel to the administrative agent and lead arranger in connection with a $202 million senior secured credit facility to finance the acquisition of the stock of a specialty metals company. The credit facility also involved the merger of the acquired company into the borrower, as well as the negotiation of a subordination agreement with third-party lenders who helped to finance the acquisition.

    Served as counsel to the administrative agent and lead arranger with respect to a $400 million unsecured credit facility provided to an investment-grade, public company borrower.

    Served as counsel to the administrative agent and lead arranger with respect to a $400 million senior secured credit facility provided to a vertically integrated, global vision company and 35 of its domestic subsidiaries. The credit facility was guaranteed by the borrower's nonprofit insurance company parent, which implicated various regulatory issues in the structuring and documentation of the guaranty agreement.

    Served as counsel to the administrative agent and lead arranger with respect to approximately $160 million in senior secured credit facilities consisting of first lien, second lien, and fully subordinated tranches of debt for a specialized manufacturing company with U.S. and Canadian operations.

    Served as counsel to the administrative agent, collateral agent, sole lead arranger, and sole bookrunner with respect to an $85 million revolving credit facility with a $25 million export-related subfacility, which was guaranteed by the Export-Import Bank of the United States under a fast-track working capital guaranty program for a global specialty chemicals company. The credit facilities were secured by first/second priority liens in all of the company's domestic assets with inverse first/second priority liens granted in connection with a simultaneous high yield debt offering (wrap collateral structure).

    Single-Lender Credit Facilities

    Served as counsel to a bank with respect to the issuance of an $80 million letter of credit used to provide credit enhancement and liquidity support for certain industrial development bonds. The facility was secured by a gross revenue pledge of the members of the obligated group under two separate master indentures.

    Served as counsel to a financial institution in connection with a $100 million term loan made to a processing company, the proceeds of which were used to refinance a tranche of notes issued pursuant to senior notes offering.

    Served as counsel to a financial institution in connection with a $90 million credit facility that included a $50 million revolving credit facility and a $40 million term loan facility for a holding company that owns and operates various equipment manufacturers and a marine transportation provider.

    Served as counsel to a financial institution in connection with the structuring, documentation, and negotiation of a $10 million secured term loan facility provided to a municipal authority in connection with the transfer of the ownership of certain facilities from a private management company to a municipal authority in which the private company continued in its role as the manager of such facilities. The credit facility was secured by a pledge of such transferred assets. In addition, the structuring of the financing arrangements required the resolution of a number of issues that are unique to the context of a public-private partnership, including those related to the municipal authority's power to enter into the public-private partnership with the management company as well as issues related to the authority's acquisition of and granting security interests in assets.

    Served as counsel to a private equity firm in the purchase of senior subordinated notes used to fund a portion of the acquisition consideration for the leveraged buyout of a services company.

    Served as counsel to the lender in connection with secured bank qualified and non-bank qualified credit facilities for a private, nonprofit assisted living facility operator, the proceeds of which were used to refinance existing indebtedness and for providing working capital.

    Leasing Matters

    Served as counsel to a national equipment leasing company with respect to the purchase of an approximately $21 million portfolio of federal government equipment leases.

    Served as counsel to the lender in connection with the funding of an aircraft lease, where the funding was collateralized by a security interest in the aircraft and an assignment of the funded lease.

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