Mr. Winter represents direct lenders, commercial banks and other institutions and entities in financing transactions, including cash-flow loans, asset-based loans, real estate mortgage loans, lease financing and financings utilizing New Markets Tax Credits. He also represents lenders in workouts, restructurings and enforcement actions. Mr. Winter regularly advises clients on federal bankruptcy matters and represents their interests in proceedings in the U.S. Bankruptcy Court, including in the District of Delaware.
Mr. Winter also regularly provides legal opinions under Delaware law and is a member of the firm's opinion committee.
Admitted to practice in Delaware and Pennsylvania, Mr. Winter is a member of the Corporate and Commercial Law Sections of the Delaware Bar Association, the Business Law Section of the American Bar Association, and the American Bankruptcy Institute.
The listing of areas of practice in the foregoing profile does not represent official certification as a specialist in those areas.
- Represented ethanol and gluten manufacturers as debtors in possession in chapter 11 reorganization proceeding in the U.S. Bankruptcy Court for the District of Delaware from first-day hearing through confirmation of chapter 11 plan of reorganization.
- Represented pharmaceutical start-up company in chapter 11 proceeding in the Delaware Bankruptcy Court from first-day hearing through confirmation of a creative plan of reorganization that provided for a reverse merger with a medical technology development company.
- Represented first lien agent as debtor-in-possession lender in chapter 11 bankruptcy proceeding of textiles company in the Delaware Bankruptcy Court.
- Represented micro fuel cell technology company in liquidating chapter 11 case in Delaware Bankruptcy Court from first-day hearing through a sale of substantially all of its assets and confirmation of a liquidating plan of reorganization.
- Represented multiple retail landlords in chapter 11 bankruptcy proceeding of national building supply companies in the Delaware Bankruptcy Court. Asserted, negotiated and achieved recognition of critical rights and prompt payment of claims.
- As special counsel, issued non-consolidation opinions in connection with finance transactions.
- Counsel emerging technology businesses on issues of Delaware law, including corporate governance.
- Counsel to alternative energy company on Delaware corporate governance and fiduciary duty issues.
- Counsel to target corporation in merger transaction under Delaware law.
- Regularly issue legal opinions under Delaware law, including corporate and alternative-entity law.
- Advised national publishing company in the marketing and sale of its constituent businesses and negotiated and documented asset sales.
- Represented Hill International Inc., a global leader in managing construction risk, in a $165 million debt refinancing transaction.
- Represented national media company in restructuring of $20 million secured credit facility.
- Represented multinational corporation as borrower in $175 million private placement of notes.
- Represented handbag manufacturer as borrower in $75 million syndicated-lender financing.
- Represented administrative and collateral agent in $5 million debtor-in-possession financing.
- Represented technology start-up in multiple rounds of debt and equity financing transactions, including multiple bridge financings.
- Represented New Jersey Community Capital in connection with the deployment of $7 million of its Federal New Markets Tax Credit allocation for the expansion of the Newark Screens movie theater in Newark, N.J. Goldman Sachs Urban Investment Group invested in the Federal New Markets Tax Credits generated by the transaction.
- Represented Beneficial Savings Bank in connection with a $21.7 million leveraged loan to an investment fund of U.S. Bank. The fund advanced the loan, together with New Markets Tax Credit equity, to Campus Apartments to develop a 225-unit Homewood Suites extended-stay hotel near the campus of the University of Pennsylvania.
- Represented the Lower Eastside Girls Club of New York, Inc. in a transaction to fund the development of its new headquarters through the federal New Markets Tax Credit Program. JPMorgan Chase and Bank of America provided $5 million in tax-credit equity toward the $20 million development budget for the project, and the City of New York provided a $9.6 million grant to the club.
- Represented The Salvation Army in connection with the enhancement of $45 million of Kroc Trust funds through the federal New Markets Tax Credit Program to generate $17 million of additional tax-credit equity for the development of the Ray and Joan Kroc Corps Community Center in Chicago, Ill. Five community-development entities provided tax-credit allocation for the project, and JPMorgan Chase Bank N.A. invested in the tax credits generated from the transaction.
- Represented The Salvation Army in the closing of two new market tax-credit transactions with tax-credit investor JPMorgan Chase Bank, N.A. for the development of Kroc Corps Community Centers in Quincy, Ill. and South Bend, Ind. The two transactions involved $67 million of federal New Markets Tax Credit authority.
Tax Credit Finance
Areas of Practice
- Business Reorganization and Bankruptcy
- Commercial Finance
- Commercial and Corporate Transactions
- Corporate and Alternative Entity Law
- U.S. District Court for the District of Delaware
- Rutgers School of Law, J.D., with honors, 2001
- Articles Editor, Rutgers Law Journal
- Rutgers University, B.A., 1995
- Duane Morris LLP
- Partner, 2010-present
- Associate, 2003-2007; 2009
- Morgan, Lewis & Bockius
- Corporate Associate, 2007-2009
- Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware
- Associate, 2001-2003
- Delaware State Bar Association
- Section of Commercial Law
- American Bar Association
- Section of Business Law
- Delaware Bankruptcy Inns of Court
- Co-author, "SCOTUS Prohibits Non-Consensual Structured Dismissals in Deviation of Bankruptcy Code Priority Scheme," Duane Morris Alert, March 29, 2017
- Contributor, Duane Morris Capital Markets Blog
- Contributor, Duane Morris Delaware Business Law Blog
- Co-author, "Business As Usual, Subject To Restrictions," Law 360, May 8, 2015
- "Secured Lender's Intent Irrelevant to Termination Statement's Effect," Delaware Business Court Insider, November 5, 2014
- Co-author, "Justice Hold Fee-Shifting Bylaw Not Per Se Invalid," Delaware Business Court Insider, May 21, 2014
- Co-author, "Chancery Interprets Bankruptcy Code to Find Jurisdiction Over IP," Delaware Business Court Insider, April 16, 2014
- Co-author, "Insider's Hurdles When Seeking Compensation for Services," Delaware Business Court Insider, December 25, 2013
- Co-author, "Supreme Court Lifts Buyback Injunction in Activism," Delaware Business Court Insider, November 27, 2013
- Co-author, "Chancery Court Limits Reach of Indemnification Provision," Delaware Business Court Insider, September 18, 2013
- Co-author, "WARN Act Claims Can Be Brought by Adversary Proceeding," Delaware Business Court Insider, July 17, 2013
- Co-author, "Lease Amendment Not Severable From Underlying Agreement," Delaware Business Court Insider, June 19, 2013
- Co-author, "'Make Whole' Payment Approved in School Specialty Case," Delaware Business Court Insider, May 15, 2013
- Co-author, "Bankruptcy Court Upholds Post-Petition Lockup Agreement, Confirms Plan in Indianapolis Downs," Delaware Business Court Insider, February 27, 2013
- Co-author, "Chancery Court, SEC to Weigh in on Public Disclosure of Corporate Political Giving," Delaware Business Court Insider, January 16, 2013
- Author, "Competing Tribune Bankruptcy Plans Rejected," Delaware Business Court Insider, November 30, 2011
- Co-author, "In Rejection of Alter Ego and Other Claims, a Significant Win for Secured Lenders," Delaware Business Court Insider, August 24, 2011
- "In Rejection of Alter Ego and Other Claims, a Significant Win for Secured Lenders," Delaware Business Court Insider, August 2011
- Co-author, "In Key Opinions, an Answer for Answer.com, and a Greenlight for a 'Make-Whole Premium'," Delaware Business Court Insider, May 4, 2011
- "Chancery Court Narrowly Interprets Bond Indenture Covenant," Delaware Business Court Insider, May 2011
- "Minority First Lien Lenders Rebuffed in Attempts to Hijack Bankruptcy Sales," American Bankruptcy Institute Journal, October 2009
Selected Speaking Engagements
- Speaker, "Lien On Me - Intercreditor Issues Today," Commercial Finance Association's 73rd Annual Convention, Chicago, November 9, 2017
- Speaker, "Legal Ethics," seminar, Wilmington, Delaware, December 2011
- Speaker, "Business Bankruptcy Law Update," seminar, Wilmington, Delaware, September 15, 2010