(J. Albert Diaz/ALM)
Holland & Knight has landed a four-partner team of commercial lending lawyers from Jones Day, led by Cindy Brazell, in a push to expand both its Atlanta office and its national finance practice.
Joining Brazell are partners Doug Gosden, Chris Dillon and Kendel Drew. An associate, Tess Peterson, is also making the move, along with Brazell’s longtime legal secretary, Carolyn Bramwell.
Brazell said she and her partners handle a wide range of loan transactions but specialize in representing agent banks in large syndicated loans to companies in the health care, media and telecom industries.
In health care, the group just advised Capital One in providing $535 million in acquisition financing for a company to buy a portfolio of 38 medical office buildings, she said. In telecom, Gosden recently handled a transaction for TD Securities for a cell tower conglomerate to buy a portfolio of cell towers.
Brazell said it’s a national practice for clients including TD Securities, Bank of America and Capital One. “We do work for Regions, BofA and SunTrust here in Atlanta, but mostly our clients are in Washington, Chicago and New York,” she said.
Holland & Knight, based in Florida, has made its Atlanta office a top growth priority, said local executive partner Allen Maines.
“We would like for Atlanta to be a flagship Holland & Knight office,” Maines said. The firm’s largest offices are in Boston, then Washington, he added, and “we’d like Atlanta to really climb up the food chain pretty significantly.”
With the team from Jones Day, the office has just over 40 lawyers, and Maines said he’s looking for more.
“I think Holland & Knight is one of the very few firms investing for growth in Atlanta,” Maines said. “A lot of firms are looking to California and New York. Atlanta is really our top focus as a firm.”
“We are trying to figure out strategic opportunities that are more or less unique to Atlanta or the Southeast where we can become the No. 1 or 2 player with that area of specialized expertise. That’s what’s driving our lateral recruiting and thoughts about growth,” Maines said.
Embracing the Middle
Brazell said Holland & Knight offered a new opportunity for her team to expand its practice. The four partners have worked together for almost nine years, since Brazell and Gosden joined Jones Day from Kilpatrick Townsend & Stockton and began working with Dillon and Drew, who were associates at the time.
“We have the opportunity to expand Holland & Knight’s practice into middle-market areas in health care and telecom on the lending side,” she said, adding that Holland & Knight lawyers share some of the team’s bank clients, such as Capital One, but represent them on financing deals in other industries.
“We love Jones Day. We love the people there. We loved our time there,” Brazell said. “This is just a very different opportunity.”
She said they are switching from a larger global footprint at Jones Day to a larger U.S. footprint at Holland & Knight, which she said is a better fit for their clients’ needs.
“This offers us a broader client base in the middle-market space,” Brazell added. Holland & Knight offers access to middle-market clients with a different rate structure, she said, explaining that banks and other lenders have lists of approved firms. “Jones Day is on lots of lists, but not for some middle-market lenders such as CIT and CapSource,” she said.
“We are interested in more clients than the megaclients,” Maines said. “There’s an opportunity here for younger lawyers to cut their own spurs and not just fit into [work for] the firmwide institutional clients where they’re just a spoke in the wheel.”
Brazell said her team handles a lot of acquisition financing loans, where the lender client is financing a private equity company’s acquisition of portfolio companies. These tend to be cash-flow lending deals, she said, which are called “trust-me” loans, since they are backed by the cash flow of the company the borrower is acquiring, not hard collateral such as real estate. The team also handles real-estate financing.
“They’re not riskier loans, but there is more business involved,” Brazell said, explaining that the lawyers help in assessing business as well as legal risk, which includes performing due diligence for the company’s cash flow.
“From a business perspective, you’re making a financial covenant package work and helping structure it to work within other portfolio companies,” she said.
Brazell started out working on traditional real estate loans during the early 1990s at Powell Goldstein, but she said that dried up during a real estate bust. She began working on financing deals for car-rental companies, starting with a big-ticket series of roughly $1 billion revolving credit lines for a major NationsBank customer, Alamo, so it could buy cars.
“That started me down the path of non-real estate loans with different types of collateral,” Brazell said.
At Powell Goldstein she started working with Gosden, who represented TD Securities in large syndicated financing deals for telecom companies to build out cable and cellular systems.