People: Christopher Carolan, Partner

Photo of Christopher Carolan, Partner

Christopher Carolan

Partner

New York
Direct: (212) 218-3356
Fax: (917) 344-1281
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Christopher J. Carolan is a partner in the New York office of Seyfarth Shaw LLP. He is a member of the firm’s Corporate department and practice leader of the firm’s Commercial Finance practice group in New York.

Mr. Carolan’s practice encompasses a variety of transactional work, principally including banking & lending, private equity investments, real estate finance, venture financings, mergers & acquisitions, and bankruptcy & restructuring. He represents senior and subordinate lenders, agents, and borrowers in a variety of large and middle market syndicated and bilateral loans and letters of credit transactions, both in the United States and internationally. These transactions frequently involve complex intercreditor relationships, asset backed loans, mortgage loans, and a diverse array of collateral including inventory, accounts receivable, real estate, energy, commodities, intellectual property, equity interests, and other assets. Mr. Carolan has particular experience in the financing of retailers, early stage entities, technology firms, hedge funds, clean energy manufacturers and installers, and real estate. He has represented administrative agents and lenders in several complex bankruptcy and restructuring proceedings, providing advice on distressed credits, debtor-in possession financing, exit financing, liquidation, reorganization, and sales and purchases of assets in bankruptcy. Mr. Carolan has also represented transaction parties in warehouse lines of credit and mortgage repurchase transactions, in both cases financing the lending business of mortgage loan originators. 

Mr. Carolan also represents sellers and buyers in merger & acquisition transactions, particularly with regard to transactions involving companies focused in cyber-security, including one of the leading independent private equity sponsors in this area.

Prior to joining the firm, Mr. Carolan was an associate general counsel to BNP Paribas in New York. He currently serves on the Board of Directors of the Human Rights Campaign.

Christopher J. Carolan is a partner in the New York office of Seyfarth Shaw LLP. He is a member of the firm’s Corporate department and practice leader of the firm’s Commercial Finance practice group in New York.

Mr. Carolan’s practice encompasses a variety of transactional work, principally including banking & lending, private equity investments, real estate finance, venture financings, mergers & acquisitions, and bankruptcy & restructuring. He represents senior and subordinate lenders, agents, and borrowers in a variety of large and middle market syndicated and bilateral loans and letters of credit transactions, both in the United States and internationally. These transactions frequently involve complex intercreditor relationships, asset backed loans, mortgage loans, and a diverse array of collateral including inventory, accounts receivable, real estate, energy, commodities, intellectual property, equity interests, and other assets. Mr. Carolan has particular experience in the financing of retailers, early stage entities, technology firms, hedge funds, clean energy manufacturers and installers, and real estate. He has represented administrative agents and lenders in several complex bankruptcy and restructuring proceedings, providing advice on distressed credits, debtor-in possession financing, exit financing, liquidation, reorganization, and sales and purchases of assets in bankruptcy. Mr. Carolan has also represented transaction parties in warehouse lines of credit and mortgage repurchase transactions, in both cases financing the lending business of mortgage loan originators. 

Mr. Carolan also represents sellers and buyers in merger & acquisition transactions, particularly with regard to transactions involving companies focused in cyber-security, including one of the leading independent private equity sponsors in this area.

Prior to joining the firm, Mr. Carolan was an associate general counsel to BNP Paribas in New York. He currently serves on the Board of Directors of the Human Rights Campaign.

Education

  • B.A., Fordham University (1995)
    magna cum laude in cursu honorum
  • M.A., Fordham University (1997)
  • J.D., New York University School of Law (2000)
    Notes Development Editor, New York University Law Review

Admissions

  • New York

Affiliations

  • American Bar Association
  • New York State Bar Association

Representative Engagements

As Lender’s or Agent’s Counsel

  • Represented Wells Fargo Bank, NA, as the arranger, administrative and collateral agent, lead lender, and letter of credit issuer in several senior, secured, syndicated credit facilities, ranging in size from $35 million to $4 billion, including in related workouts, restructurings, or liquidations, particularly involving retailers.
  • Represented BNP Paribas, as lender, in leveraged commodity finance (including oil, gas, chemicals, metals, and grain), international trade finance, and general corporate finance transactions.
  • Represented US Bank National Association, as agent, in various senior, syndicated loans to  REITs.
  • Represented a large, money-center bank as a lender in a series of syndicated and unsyndicated warehouse credit facilities financing the operations of a mortgage loan originator.
  • Represented large, money-center banks as purchaser in a series of mortgage loan repurchase facilities financing the operations of a mortgage loan originator.
  • Represented a lender in a series of secured and unsecured term loan facilities to finance various microfinance lenders' operations in a number of jurisdictions, including Russia, China, Argentina, and Kazakhstan.

As Borrower’s Counsel

  • Represented several REITs, as borrowers, under senior, syndicated credit facilities from various financial institutions as agents and lenders and in matters relating to their issuance of public notes.
  • Represented a fund of funds in the negotiation of its $550 million senior, syndicated revolving credit facility with a syndicate of banks secured by the fund’s investment portfolio.
  • Represented borrower in a €230 million multi-currency, syndicated, acquisition finance term loan and revolver facility to support a European-based multinational business software firm's acquisition of a UK-based multinational firm.
  • Represented a leading independent film producer in negotiation and documentation of a series of film slate financing transactions of up to $120 million.

Restructuring

  • Represented Wilmington Trust, as agent, and first lien term lenders to Movie Gallery & Hollywood Video in the Chapter 11 liquidation of the nation’s then second-largest video rental chain, and represent the successor liquidating trust established for the benefit of the lenders. Engagement included advice on cash collateral financing, inter-lender and inter-creditor negotiations, negotiation of plan of liquidation and settlement of various claims and disputes.
  • Represented a consortium of senior secured lenders to a manufacturer of solar energy equipment, and its successor. This wide-ranging engagement included representing this group of lenders in a DIP loan (which included non-DIP financing for the borrower's European subsidiaries), supplementary DIP financing, a successful credit bid by the lenders to acquire the assets of the company, the provision of exit financing to the successor entity, and the financing of the subsequent merger and acquisition of the successor entity.

Private Equity/M&A

  • Represented Hudson Fairfax Group, LLC, a leading independent sponsor specializing in cybersecurity, intelligence, networks, homeland security and defense, in various corporate matters.
  • Represented a private equity sponsor in the financing and simultaneous acquisition and integration of two independent targets in the waste management industry.
  • Represented sellers/management in the private sale of a majority interest in a large, international, technology business and the closing of a related acquisition loan.

Publications

Community Involvement

  •  Director, Board of Directors, Human Rights Campaign