Cindy J. Chernuchin

Counsel

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099

Cindy J. Chernuchin is counsel in the Corporate and Financial Services Department, with experience in secured financing. She represents borrowers, issuers, banks, institutional lenders, and trustees in a wide array of financings, including asset-based lending, high-yield bonds, project financing, acquisition financing, debtor-in-possession financing, equipment financing, industrial development bonds, telecom financing, mutual fund financing, mezzanine financing and workouts. Cindy is the primary resource for firm clients and attorneys on all legal issues involving Article 8 and 9 of the Uniform Commercial Code including structuring secured transactions, reviewing and analyzing collateral packages, negotiation of opinions regarding creation and perfection of liens on real estate, property subject to the UCC and property subject to other statutes (including Cape Town) and collateral documents (including the underlying documents such as operating agreements), performing legal audits to determine status of secured party’s security interest and advising on the exercise of remedies under the UCC (including foreclosure sales and strict foreclosures). Cindy’s banking and finance experience is recognized by New York Super Lawyers (2010, 2011 and 2012) and 2012 Top Women Attorneys in NY Metro Area.

Highlights

Cindy J. Chernuchin is counsel in the Corporate and Financial Services Department, with experience in secured financing. She represents borrowers, issuers, banks, institutional lenders, and trustees in a wide array of financings, including asset-based lending, high-yield bonds, project financing, acquisition financing, debtor-in-possession financing, equipment financing, industrial development bonds, telecom financing, mutual fund financing, mezzanine financing and workouts. Cindy is the primary resource for firm clients and attorneys on all legal issues involving Article 8 and 9 of the Uniform Commercial Code including structuring secured transactions, reviewing and analyzing collateral packages, negotiation of opinions regarding creation and perfection of liens on real estate, property subject to the UCC and property subject to other statutes (including Cape Town) and collateral documents (including the underlying documents such as operating agreements), performing legal audits to determine status of secured party’s security interest and advising on the exercise of remedies under the UCC (including foreclosure sales and strict foreclosures). Cindy’s banking and finance experience is recognized by New York Super Lawyers (2010, 2011 and 2012) and 2012 Top Women Attorneys in NY Metro Area.

Selected Significant Matters

Cindy has extensive experience in finance transactions across borders and industries including:

  • The Bank of Nova Scotia in numerous financings
  • Institutional Investors in numerous CAPCO private placements
  • DiamondRock Hospitality Company in connection with the acquisition financing of numerous hotels
  • The Prudential Insurance Company of America in connection with a $350 million offering of fixed rate notes issued by PRICOA Global Funding
  • Institutional Investors in private placement of $700 million of senior secured notes by affiliates of Rolls-Royce plc
  • Atlas Holdings in connection with a partial strict foreclosure of the assets of PDM
  • Hudson Bay Company in connection with the cross border acquisition financing of Saks Incorporated
  • Rural/Metro Corp and affiliates (ambulance and fire service provider) in connection with debt restructuring consummated through a pre-negotiated bankruptcy plan
  • Goldman Sachs Mortgage Company in connection with $200 million refinancing of Yotel Hotel in New York
  • Centerbridge Capital Partners, L.P. and Lantern Asset Management in connection with the acquisition financing of the resort finance business of GMAC Commercial Finance LLC, a $1 billion portfolio of loans related to timeshare resorts throughout North America
  • Tinopolis Group in connection with the acquisition financing of A. Smith & Co. Productions
  • K-V Pharma in connection with debt restructuring
  • Platinum Equity in connection with numerous acquisition financings
  • Cushman & Wakefield Inc. in connection with its $500 million secured multicurrency revolving credit and term loan facility
  • The lead arranger in connection with $1.67 billion bridge commitment to Host Marriot, L.P. with respect to its acquisition of 38 hotels from Starwood Hotels and Resorts
  • Level 3 Communications, Inc. in connection with $1.750 billion senior secured bridge facility to finance acquisition of Global Crossing Limited
  • An equity sponsor in connection with a $8.9 billion acquisition financing of Penn National Gaming
  • Loral Space & Communications, Inc. and other sponsors in connection with the approximately $3 billion acquisition financing of Telesat Canada
  • An equity sponsor in connection with a $1 billion credit facility to finance the acquisition of various hotel casinos by Resorts International Holdings, LLC, a $700 million credit facility to finance the acquisition of Fairmont, Raffles and Swissotel hotels and a $3.765 billion credit facility to finance the acquisition of the Fairmont Hotel chain
  • Bank of America, N.A., as administrative agent in connection with the $1 billion revolving credit facility provided to Host Hotels & Resorts, L.P.

Other transactions include representation of Lehman Capital and other hedge funds, Bloomberg, Ryerson Inc., GFI, Medallion, portfolio companies of Warburg Pincus Equity Partners, L.P., reinsurance companies, medical technology companies, art galleries, mutual funds (in connection with subscription financings) and healthcare companies.

Selected Professional and Business Activities

  • Member of the Editorial Board of the American Law Institute’s Practical Lawyer Magazine, responsible for overseeing coverage of all Uniform Commercial Code matters
  • Observer of the Joint Review Committee responsible for review and negotiation of the proposed 2010 amendments to Article 9 of the Uniform Commercial Code effective in a majority of states July 1, 2013
  • Member of NYC Bar Committee on Commercial Law and Uniform Commercial Laws, responsible for drafting proposal for NYS’s adoption of the 2010 amendments to Article 9 (2010-Present)
  • Member of the Joint Review Committee responsible for review of the 2010 amendments to Article 9 of the Uniform Commercial Code effective July 1, 2013
  • NYC Bar representative at the UNCITRAL General Assembly for Model Regulations of Security Rights in Movable Assets (April 11-15, 2011 & March 31 - April 4, 2014)
  • Chairman of the ABA Uniform Code Task Force on Revised Article 9 Forms, responsible for editing and drafting ABA approved forms used in secured transactions including granting, perfecting and enforcing security interests
  • Member of the ABA Deposit Account Control Agreement Task Force, responsible for drafting the ABA forms of deposit and security account control agreements
  • Member of the ABA Business Law Section Committees on Uniform Commercial Code (including subcommittees on Intellectual Property Financings, Legal Opinions, Business Financings, Commercial Finance & Project Finance and Development)
  • Member of the Association of the Bar of the City of New York

Selected Publications and Lectures

Cindy's publications include:

BOOKS:

  • Forms Under Article 9 of the UCC, Third Edition, Uniform Commercial Code Committee of the American Bar Association (Editor, 2016)
  • Forms Under Article 9 of the UCC, Second Edition, Uniform Commercial Code Committee of the American Bar Association (Editor, 2009)

ARTICLES:

  • “Effect of Payoff Letter’s Termination Provisions on a Credit Agreement’s Waiver of Damages” (The Practical Lawyer, June 2016)
  • “Legislation Effective in New York to Combat Paper Terrorism” (The Practical Lawyer, April 2014)
  • “The Importance of Using a Debtor’s Exact Name on a UCC Financing Statement” (The Practical Lawyer, August 2013)
  • “Under The Hood Of In Re Motors Liquidation” (Law360, March 14, 2013)
  • “In re Miller: Recent Case Highlights The Difficulty of Perfecting Security Interests Against Individuals Under Article 9 of The UCC” (The Practical Lawyer Magazine, February 2013)
  • “Security Interests in Proceeds of Collateral” (Business Law Today, August 23, 2012)
  • “Securing Mobile Assets: The Cape Town Convention And The Proposed Protocol On Security Interests In Space Assets” (The Practical Lawyer, December 2011)
  • “Understanding The Terms Of Security Agreements” (The Practical Lawyer, June 2011)
  • “Effects Of Roswell V. Alternative Construction” (Law 360, April 14, 2011)
  • “Proposed Changes to Article 9 of the Uniform Commercial Code Affecting Perfecting of Security Interest Against Individuals” (Pratt's Journal of Bankruptcy Law, September/October 2009)

Cindy's speaking engagements include:

  • Live Webinar, August 29, 2012 Strafford Seminar:  Security Interest in Proceeds of Collateral; Navigating Complex Issues of Attachment, Perfection and Priority Under the UCC and the Bankruptcy Code
  • Las Vegas, NV, 2012 Spring ABA Meeting:  Security Interests in Proceeds of Collateral: The Rules and Recent Developments in Case Law and in Bankruptcy
  • San Francisco, CA, 2010 Annual ABA Meeting: Never Really Thought About It: Understanding “Miscellaneous” Provisions and Other Background Text in [Security] Agreements
  • Willkie Farr & Gallagher LLP Continuing Legal Education seminars on various collateral topics