Clark Hill Thorp Reed lawyers exemplify the firm’s commitment to hard work, high ethical standards and dedication to client service. Our attorneys practice in diverse areas of law, and combine a multidisciplinary approach to solving legal problems. The bottom line: Clients of Clark Hill Thorp Reed benefit from attorneys whose expertise and commitment deliver effective client outcomes and superior legal service.

Mr. Conn’s primary areas of practice are commercial and real estate finance, mergers and acquisitions, general corporate and real estate law. He regularly represents lenders, borrowers, real estate developers and small, middle market and large corporations in a variety of transactional matters and matters involving general corporate advice.

In 2009, Mr. Conn was honored with the Maurice Cleveland Waltersdorf Award for Innovative Leadership from his alma mater, Washington & Jefferson College.

Education

• J.D., University of Pittsburgh School of Law, 1989
  Magna Cum Laude
  Order of the Coif
  Associate Editor, University of Pittsburgh Law Review
• B.A., Business Administration, Washington and Jefferson College, 1986
  Cum Laude
  Phi Beta Kappa
  Benjamin Franklin Prize in Economics

Professional / Civic Activities

• Member, National Association of Industrial and Office Properties
• Co-Chair 2009 and 2010 Leukemia/Lymphoma Society’s Vegas on the Mon
• Vice Chair, Epilepsy Foundation’s Annual Mardi Gras
• Member, Pittsburgh Symphony Orchestra Emerging Leadership Committee
• Member, Washington and Jefferson College Pre Legal Advisory Committee
• Member, Washington and Jefferson College Alumni Association
• Member, Washington and Jefferson College Pete Henry Society
• Member, University of Pittsburgh Law Alumni Association
• Member, Pittsburgh Chapter of the Association for Corporate Growth
• Member and Board of Director, Upper St. Clair Athletic Association
• Member, Upper St. Clair Veterans Park Committee
• Member, The Duquesne Club

Bar / Court Admissions

• Commonwealth of Pennsylvania
• U.S. District Court for the Western District of Pennsylvania
• Member, Allegheny County Bar Association (Commercial Law Section)
• Member, Washington County Bar Association (Commercial Law Section)
• Member, Pennsylvania Bar Association (Commercial Law Section)
• Member, American Bar Association (Commercial Law Section; and Loan Documentation Subcommittee of the Commercial Financial Services Committee)

Publications / Presentations

• Selected as one of The Best Lawyers in America
• Selected by the Pittsburgh Business Times as one of the region’s 50 Fast Trackers

Real Estate

• Acquisition and Development of Large Urban Housing Project. Representation of a national developer in connection with (i) negotiating and drafting documentation in connection with site acquisition, formation of single-asset limited partnership, project development, project development financing, construction management and contracting, construction and permanent financing including financing from government lenders, and property management; (ii) assisting developer in obtaining zoning/permitting/approvals needed to develop the project; (iii) providing counsel in connection with environmental issues; (iv) assisting developer in obtaining historic tax credits and a conservation easement; and (v) assisting developer in obtaining bridge financing for such easement and credits.
• Acquisition and Development of Urban Office Building. Representation of a national developer in connection with (i) negotiating and drafting of documentation with respect to site acquisition, formation of single-asset limited partnership (the entity that owns and operates the project), development, construction contracting, and construction and permanent financing including multiple governmental loans and grants; (ii) assisting developer in obtaining zoning/permitting/approvals needed to develop project; and (iii) providing counsel in connection with environmental issues involving the site which was a "brownfield" site.
• Acquisition and Development of Retail Sites. Representation of a locally based developer in connection with (i) negotiating and drafting documentation connected with site acquisition, development and construction of numerous strip malls leased to national retailers; (ii) assisting developer in obtaining zoning/permitting/approvals needed to develop the project; (iii) providing counsel in environmental issues with respect to the site; (iv) assisting the developer in obtaining construction and permanent financing including letter of credit enhancement financing for a number of projects combined into one financing; and (v) handling all title insurance matters for such developer's projects.
• Acquisition and Permanent Financing of Large Apartment Projects. Representation of clients in connection with (i) acquisition of numerous up-scale apartment complexes; and (ii) forming bankruptcy remote corporations and assisting with obtaining permanent financing in the securitized conduit market.
• Acquisition and Development of Distribution Facility. Representation of a national developer in connection with the negotiation and drafting of documentation connected with site acquisition, development, construction financing and a triple net lease of the site and improvements to a national sporting goods retailer.

Commercial Finance - Syndicated Transactions – Agent Representation – Asset Based Lending

• Represented the Agent with respect to a $325,000,000 asset based credit facility involving multiple borrowers and guarantors in the scrap industry with a significant presence overseas. The credit facility involved the merger of two (2) publicly held companies and was closed in connection with a high yield bond offering secured by equipment and real estate. The credit facility included an accordion feature, springing cash dominion and springing financial covenants.
• Represented the Agent with respect to a $325,000,000 asset based credit facility involving multiple borrowers (one of which is a public company) and guarantors in the steel industry. The credit facility included a letter of credit facility available in foreign currency, an accordion feature, springing cash dominion and springing financial covenants.
• Represented the Agent with respect to a $75,000,000 asset based credit facility involving borrowers in the steel industry, one of which is located in the United Kingdom. The credit facility was secured by assets located in the United States and the United Kingdom. TR&A also provided counsel as to the transaction structure including analysis as to deemed dividend, withholding tax and pension liability issues.
• Represented the Agent with respect to a $36,000,000 asset based credit facility, the proceeds of which were used, among other things, to finance the acquisition by the borrower of substantially all the United States and Mexican assets of a company in the steel racking business. The credit facility was fully secured by all the assets of the borrower and was guaranteed by the borrower's Mexican subsidiaries, which guarantees were secured by assets in Mexico.
• Represented the Agent with respect to a $60,000,000 asset based credit facility, the proceeds of which were used for, among other things, a buyout of all the stock of the borrower and a related merger. The credit facility was fully secured by all assets of the borrower, including, but not limited to, various parcels of real estate located in several different states. The credit facility was also guaranteed by the borrower's Canadian subsidiary and the guaranty of such Canadian subsidiary was fully secured by all assets of such subsidiary including, but not limited to, real property located in Quebec and Montréal, Canada.
• Represented the Agent with respect to an $11,500,000 asset based credit facility that included a revolving credit facility governed by a borrowing base consisting of eligible receivables, eligible inventory and eligible standing timber. The proceeds of the credit facility were used, among other things, for working capital and the purchase of additional standing timber. The credit facility was fully secured by all assets of the borrower including, but not limited to, standing timber and collateral assignments with respect to the various timber cutting contracts.

Commercial Finance - Syndicated Transactions – Agent Representation – Cash Flow Lending

• Represented the Agent and the Lead Arranger with respect to a $400,000,000 senior secured credit facility provided by a syndicate of 14 financial institutions to a vertically-integrated, global vision company and 35 of its domestic subsidiaries. The proceeds of the credit facility were used to, among other things, refinance certain existing indebtedness of the borrower and provide working capital to the borrower. The credit facility was guaranteed by the borrower’s non-profit insurance company parent and therefore the documentation and negotiation of the same involved numerous and varied issues related to the regulation of insurance companies.
• Represented the Agent with respect to a $500,000,000 unsecured revolving credit facility to a borrower in the retail industry. The proceeds of the credit facility were used for, among other things, to repay certain existing indebtedness arising from a prior loan agreement as well as previously issued senior notes, working capital and for permitted acquisitions.
• Represented the Agent in an unsecured $150,000,000 credit facility (including a swing line facility) provided to an investment grade, public company borrower in connection with an acquisition.
• Represented the Agent in an unsecured $150,000,000 credit facility provided to an investment grade, public company borrower. The credit facility included a swing line and an "accordion" feature.
• Represented the Agent in the negotiation, documentation and closing of a $140,000,000 revolving credit facility (including swing loan subfacility) provided to a national closely-held holding company for refinance of existing indebtedness of the borrower and working capital purposes. The credit facility is guaranteed by the borrower's domestic and foreign subsidiaries and secured by: (i) a blanket lien against all commercial personalty of the borrower and its domestic subsidiaries; (ii) a fee-simple mortgage lien against certain locations of the borrower in West Virginia, Oklahoma and Illinois; and (iii) pledges of various ownership interests of the borrower in certain of borrower's foreign subsidiaries.
• Represented the Agent in unsecured credit facilities totaling $65,000,000 provided to an investment grade public company borrower to be used for working capital and acquisitions.
• Represented the Agent with respect to a $60,000,000 non-revolving credit/ term master loan facility. The proceeds of the credit facility were to be used to finance the acquisition and construction of various retail stores throughout the United States by a nationally recognized lumber company. The credit facility was initially secured by various guaranty agreements and the assignment of various promissory notes and was to be further secured at the time of each advance by mortgages on all of the properties that were to be acquired and constructed with the proceeds of the credit facility.
• Represented the Agent with respect to a $62,000,000 letter of credit enhancement facility in connection with a tax-exempt bond financing provided to the student association of a state university. The proceeds of the credit facility were to be used to finance the construction of various dormitories on the properties that were leased to the student association from the university. The letter of credit facility was fully secured by a leasehold mortgage on the properties, the collateral assignment of all construction related contracts, and all assets associated with the dormitories.
• Represented the Agent with respect to a $20,000,000 credit facility that included a letter of credit subfacility and was supplemented by an investment sweep feature. The borrower also obtained extensive mezzanine financing which was subordinated pursuant to complex intercreditor and subordination agreements.

Commercial Finance - Single Lender Transactions

• Represented a bank in connection with the structuring, documentation and negotiation of a $10,000,000 secured term loan facility provided to a municipal authority in connection with the transfer of the ownership of certain parking facilities from a private management company to such municipal authority in which such private company continued in its role as the manager of such facilities. The credit facility is secured by a pledge of the assets comprising such parking facilities. In addition, the structuring of the financing arrangements required the resolution of a number of issues that are unique to the context of a public-private partnership, including those related to the municipal authority’s power to enter into the public-private partnership with the management company as well as issues related to the authority’s acquisition and disposition of assets.
• Represented a bank with respect to a $20,000,000 revolving credit facility provided to a borrower and its subsidiaries that own and operate various garnet mines and coated abrasive manufacturing businesses both domestically and internationally. The credit facility was secured by a pledge of the various ownership interests of the borrower in its subsidiaries and a springing lien on all of the assets of the borrower and its subsidiaries which assets were located in a number of different jurisdictions.
• Represented a bank in the negotiation, documentation and closing of a $6,000,000 revolving credit facility, a $2,000,000 non-revolving credit facility and a $3,500,000 term loan provided to a regional limestone mining company for refinance of existing indebtedness and working capital purposes. The credit facility is secured by: a blanket lien against all commercial personalty of the borrower (including as-extracted mineral inventory consisting of quarried limestone); and fee-simple and leasehold mortgage liens against all real estate of the borrower.
• Represented a bank in connection with a $10,000,000 credit facility, the proceeds of which were used for, among other things, the development and production of coal bed methane gas in connection with various coal bed methane gas leases entered into by the borrower. The credit facility was fully secured by blanket liens on all of the borrower's assets, including, but not limited to, leasehold mortgages with respect to the coal bed methane gas leases.
• Represented a bank in the negotiation, documentation and closing of a $4,200,000 revolving credit demand facility and a $3,961,000 term loan provided to a regional/county managed-care provider for the refinance of existing indebtedness and working capital purposes. The credit facility is secured by: a blanket lien against all commercial personalty of the borrower; a pledge of marketable securities; and a fee-simple mortgage lien against the borrower's principal place of business. The credit facility also involved review and analysis of competing security interests arising due to various county contracts whereby the borrower was engaged to provide managed-care services.

Commercial Finance - Syndicated Reviews – Non-Agent Representation

• Represented several lenders in a significant number of high profile and large credit facilities in which such lenders were co-lenders and another financial institution served as the agent. Such transactions have included, asset-based facilities with assets (including, among other things, accounts receivable, inventory, marketable securities, stock pledges and commercial real and personal property) located both in the United States and in several foreign jurisdictions, as well as unsecured cash-flow based facilities with such facilities being provided to both single and multiple borrowers ranging from large, publicly traded investment-grade companies and multi-nationals to smaller, closely-held regional and interstate companies and often including multiple guarantors. Such transactions included the customary types of credit facilities and those with additional concepts such as accordion features, multi-currency borrowing options and springing lien, covenant and dominion provisions.

Other Experience

• Counsel to the agent in connection with an approximately $41,000,000 debtor-in-possession financing of the Chapter 11 bankruptcy of a steel storage systems manufacturer that involved the roll-up of the syndicate's pre-petition debt and the negotiation of a consensual, orderly liquidation of the debtor's domestic and foreign assets with the committee of unsecured creditors and a junior secured creditor.
• Counsel to the administrative agent, collateral agent, sole lead arranger and sole bookrunner with respect to an $85,000,000 revolving credit facility with a $25,000,000 export-related subfacility, which is guarantied by the Export-Import Bank of the United States under a fast-track working capital guaranty program, a $20,000,000 letter of credit/acceptance subfacility and an $8,000,000 swing loan subfacility for a global specialty chemicals company. The credit facilities are secured by first/second priority liens in all of the company's domestic assets with inverse first/second priority liens granted in connection with a simultaneous high-yield debt offering (wrap collateral structure).
• Counsel to the lender in connection with secured bank-qualified and non-bank qualified credit facilities for a private, non-profit assisted living facility operator, the proceeds of which were used to refinance existing indebtedness and for providing working capital.
• Counsel to the agent in connection with a secured syndicated credit facility to finance the recapitalization of an NFL franchise. In addition to structuring, drafting and negotiating the loan documentation and performing the appropriate due diligence, we reviewed the NFL Constitution and ByLaws and the franchise agreement and negotiated a consent agreement with the NFL in connection with the same.
• Counsel to the administrative agent and lead arranger with respect to approximately $160,000,000 in senior secured credit facilities consisting of first lien, second lien and fully subordinated tranches as well as letter of credit and working cash sub-facilities for a specialized manufacturing company with U.S. and Canadian operations. The credit facilities provided for the recapitalization of and working capital for the loan parties and are secured by liens on substantially all of such parties' real and personal U.S. and Canadian assets.
• Counsel to the administrative agent and a joint lead arranger and bookrunner with respect to a $500,000,000 unsecured revolving credit facility with a $150,000,000 letter of credit subfacility and a $30,000,000 swing loan subfacility for a large retail chain.
• Counsel to the administrative agent and lead arranger with respect to an $85,000,000 senior secured asset-based revolving credit facility including a letter of credit subfacility for a manufacturing company in the styrofoam business. The proceeds of the credit facility were used to refinance existing senior indebtedness of the company and were also used for general corporate and working capital purposes. The credit facility was secured by liens on substantially all of such company's personal property (excluding equipment).
• Counsel to the administrative agent and lead arranger in a $335,000,000 asset-based credit facility (including swing loan, letter of credit and term loan accordion and revolving credit accordion features) for a national petroleum company. The credit facilities provide capital for the loan parties' operations and acquisitions. In addition, our representation of the administrative agent included the negotiation of the intercreditor agreement with the loan parties' equipment lender.
• Counsel to the administrative agent and lead arranger with respect to a $400,000,000 unsecured credit facility (including a swing line facility, letter of credit subfacility and accordion feature) provided to an investment grade, public company borrower to be used for working capital and acquisitions. The credit facility is guarantied by the borrowers' parent company and all of the borrowers' subsidiary companies. The credit facility includes a springing fixed charge covenant.
• Counsel to the administrative agent and lead arranger with respect to a $400,000,000 senior secured credit facility provided by a syndicate of 14 financial institutions to a vertically-integrated, global vision company and 35 of its domestic subsidiaries. The proceeds of the credit facility were used to, among other things, refinance certain existing indebtedness of the loan parties and provide working capital to the loan parties. The credit facility was guarantied by the borrower's non-profit insurance company parent and, therefore, the documentation and negotiation of the same involved numerous and varied issues related to the regulation of insurance companies.
• Counsel to a financial institution in connection with the structuring, documentation and negotiation of a $10,000,000 secured term loan facility provided to a municipal authority in connection with the transfer of the ownership of certain facilities from a private management company to such municipal authority in which such private company continued in its role as the manager of such facilities. The credit facility is secured by a pledge of such transferred assets. In addition, the structuring of the financing arrangements required the resolution of a number of issues that are unique to the context of a public-private partnership, including those related to the municipal authority's power to enter into the public-private partnership with the management company as well as issues related to the authority's acquisition of and granting security interests in assets.
• Counsel to the administrative agent and lead arranger in connection with a $201,800,000 senior secured credit facility to finance the acquisition of the stock of a specialty metals company. The credit facility is secured by all assets of the loan parties, including all of the capital stock of each of the loan parties. The credit facility also involved the merger of the acquired company into the borrower, as well as the negotiation of a subordination agreement with third party lenders who helped to finance the acquisition.
• Counsel to the agent in connection with a secured credit facility to (i) finance the acquisition of the stock of a construction equipment company, (ii) refinance existing revolving credit indebtedness and (iii) provide for general corporate purposes, including working capital requirements and capital expenditures.
• Counsel to the administrative agent and lead arranger in connection with a secured credit facility provided to a manufacturer of specialized drilling equipment the proceeds of which were used to refinance existing indebtedness and for working capital and general corporate purposes.
• Counsel to a financial institution in connection with a $90,000,000 credit facility which included a $50,000,000 revolving credit facility and a $40,000,000 term loan facility for a holding company that owns and operates various equipment manufacturers and a marine transportation provider. The credit facilities provided for the recapitalization of the holding company and for working capital for the holding company and its subsidiaries and are secured by liens on all of the marine transportation provider's assets which include, among other things, various vessels, some of which were documented by the United States Secretary of Transportation.
• Counsel to a financial institution in connection with the structuring, negotiation and documentation of a $20,400,000 credit facility provided to a corporation in order to repay existing indebtedness and to provide working capital for its coal and surface mining operations. The credit facility is secured by a general blanket lien on all assets of the corporation, as well as fee and leasehold mortgages on all real property owned or leased by the corporation in connection with their mining operations. The credit facility involved unique issues with respect to perfection of security interests in mineral reserves and as-extracted collateral, as well as nuances with respect to title in connection with surface and mining rights.
• Counsel to a financial institution in connection with the structuring, negotiation and documentation of a $5,152,248 credit facility provided to the operating entity of a minor league baseball franchise. The credit facility is secured by a general blanket lien on all assets of the franchise, including revenue from ballpark concessions, as well as guaranties from all individual and entity investors. The credit facility involved a wide variety of issues with respect to the general rules governing minor league baseball franchises, player development contracts, ballpark leases and agreements, naming rights and television and radio broadcast rights.
• Counsel to the administrative agent in an approximately $70,000,000 asset-based credit facility obtained in connection with the acquisition of the assets of a bankrupt manufacturing company under Section 363 of the United States Bankruptcy Code. In addition, our representation of the administrative agent included the documentation and negotiation of an intercreditor agreement with respect to mezzanine debt extended by the acquiring entity's equity sponsor.
• Counsel to the agent with respect to a $24,800,000 senior secured term loan facility for various tenant-in-common owners for the purchase of a leasehold interest in certain real property and improvements thereon located which improvements thereon consisting of a regional shopping complex. The credit facility was secured by a leasehold mortgage on the property acquired, the pledge of certain deposit/reserve accounts and the collateral assignment of the property management agreement. In addition, our representation of the agent included the negation of both an intercreditor agreement with a mezzanine financier and a subordination agreement with the seller of the leasehold interest.
• Counsel to a bank with respect to the issuance of an $80,000,000 letter of credit used to provide credit enhancement and liquidity support for certain Allegheny County Industrial Development Authority Variable Rate Demand Revenue Bonds. The Bonds were initially issued to finance costs of the acquisition, construction and equipping of a new hospital facility. The letter of credit is secured by a gross revenue pledge of the members of the obligated group under two separate master indentures.