Kelley C. Gass

Overview

Kelley Gass is a partner in the firm’s Commercial Finance practice group. She assists clients in documenting, negotiating, and closing single-lender and syndicated revolving and term loan credit facilities. Her collaborative approach and attention to detail promote efficiency and quality across all aspects of documenting and closing deals.

Kelley primarily represents national and regional banks and other financial institutions in a broad spectrum of secured lending transactions. Her work includes asset-based financings, syndicated loan facilities, healthcare financings, acquisition financings, and debtor-in-possession financings. Kelley’s adaptability and willingness to take on new challenges make her an invaluable asset to clients with complex financing needs.

As Chair of the Firm's Recruiting Committee, Kelley is responsible for helping to identify and attract top legal talent while also contributing to a hiring process that promotes diversity and inclusivity.

Experience

Represented Bank of America, N.A., as agent, in connection with a senior secured, asset-based, cross-border revolving credit and term loan facility provided to Modular Space Holdings, Inc. and affiliates, which engaged in the sale and leasing of temporary buildings and structures. The companies filed pre-arranged chapter 11 bankruptcy cases in Delaware, and the firm represented the agent bank in the pre-petition, post-petition, and exit financings.
Represented a national bank in ABL senior secured revolver and term loan credit facility to specialty flooring manufacturer in connection with and to facilitate leveraged stock acquisition by private equity firm. The transaction involved the negotiation of a debt and lien subordination agreement with mezzanine creditor and additional layers of financing in the form of a master equipment lease facility and sale-leaseback of all real estate.
Represented a national bank, as the agent for a syndicate of lenders, in providing a $1 billion pre-petition and post-petition syndicated senior secured asset-based credit facility to a sponsor-backed national distributor of tires, which facility included a cross-border component with both U.S. and Canadian borrowers and asset pools, and featuring additional first in - last out facilities. The transaction also required the negotiation of a complex lien subordination and intercreditor agreement with the term lenders holding secured term loan debt.
Represented a specialty healthcare group at a national bank, as agent, in ABL senior secured credit facility in connection with stock acquisition of multi-state IRF and LTCH provider by sponsor. The transaction involved extensive regulatory and compliance analysis conducted in concert with Parker Hudson’s Healthcare practice group and the negotiation of complex intercreditor agreements with both the REIT and term lender.
Represented an investment bank and financial services company in connection with a cross-border secured credit facility to a group of companies that specialize in the development, manufacture and distribution of lighting products. This facility involved U.S., U.K., and Belgian borrowing facilities.

Represented a regional bank in connection with a work out of a $15 million secured asset based lending facility to an oil services company.
Represented a bank, as agent for a syndicate of lenders, in providing a senior secured asset-based revolving credit facility to a U.S. based outdoor sporting goods distributor, which transaction featured cross-border revolving credit facilities with U.S. and Canadian borrowers.
Represented a bank, as agent for a syndicate of lenders, in providing a senior secured cash flow revolving credit facility to a consumer products manufacturer with international operations and distribution. This transaction featured cross-border revolving credit facilities with U.S. and Hong Kong asset pools.
Represented a bank, as agent for a syndicate of lenders, in connection with an asset-based revolving credit and term loan facility to a midstream oil and gas marketing and distribution company. The transaction posed complex debt structuring and collateral issues that are particularly applicable to companies in this industry.
Counseled a national bank, as agent, in amendment and restatement of senior secured credit facility to home improvement retailer, allowing the borrower to continue business expansion through opportunistic acquisitions.
Routinely represent specialty healthcare lenders (both bank and non-bank) in their role as secured working capital lender to SNF operators in connection with term financing to the underlying propco, including HUD Section 232 financing. In these transactions, we negotiate credit facility documentation with the SNF operator and its counsel and engage with an array of documentation (including intercreditor agreement) with the underlying propco lender and its counsel and, in the case of HUD financing to the propco, HUD and its attorneys. Due to Parker Hudson’s consistent presence in this market, we have developed good and effective working relationships with a number of lawyers whose practices involve the representation of significant national players in the HUD Section 232 financing space, thereby facilitating a smoother HUD approval process.
Represented a non-bank specialty healthcare lender, as agent and sole lender, in providing an asset-based senior secured revolving credit facility to a not-for-profit two-hospital integrated healthcare system. The transaction required the negotiation of intercreditor agreements with the borrowers' primary pharmacy suppliers and involved significant input and guidance from Parker Hudson's Healthcare practice group in analyzing, and enabling our client to assess, the categories of reimbursement (including DSH, UPL and FMP) payable to the borrowers by various third-party payors.

Thought Leadership

Contributor: "Women in Secured Finance Profiles," The Secured Lender, March 12, 2024
Co-presenter: "Sponsor Related Provisions in Credit Agreements," State Bar of Georgia Secured Lending Seminar, February 29, 2024
Presentation: "HUD 232 Financing/AR Lending," May 10, 2022
Co-presenter: "Recent Cases Related to Lender Voting Rights and Consents in Syndicated Loan Transactions," Secured Lending Seminar, March 2, 2022
Presentation: Collateral Analysis – Beware of the "Gotchas," November 10, 2021
Presentation: Collateral Analysis – Beware of the "Gotchas," - Part I, August 25, 2021

Areas of focus

Financial Services
Commercial Finance

Education

Wake Forest University School of Law (J.D., 2013) Wake Forest Law Review (Executive Editor), Wake Forest Moot Court Board, Order of Barristers
Emory University (B.A., 2009)

Accolades

Recognized by The Best Lawyers in America®: Ones to Watch for Banking and Finance Law (2023)
Recognized as a Georgia Super Lawyers "Rising Star" by Super Lawyers magazine (2023)
Recipient of the Secured Finance Network's 40 Under 40 award (2020)