Donald L. Schwartz

Don joined Ungaretti & Harris in the summer of 2010 and is Co-Chair of the firm's Finance and Restructuring Practice. As one of the founding partners (in 1988) of Latham & Watkins’ banking practice, he chaired that global practice group until the end of 2004, devoting much of his practice to the representation of money center banks, foreign banks, investment banks, commercial finance companies, regional banks and other lenders in transactional and out of court insolvency matters.

Don’s practice lies primarily in finance and debt restructuring, with extensive experience in banking, commercial finance, corporate finance and insolvency. He has regularly represented major commercial and investment banks, both US and international, with special emphasis on asset-based lending arrangements. With wide experience in virtually all legal issues faced by banks and commercial lenders, he has been lead counsel for lenders on the financing of various acquisitions, securitizations, real estate projects, debt restructurings, portfolio purchases and international undertakings, including financing of mineral and mining operations, retailing, agricultural production and export, aircraft and railroad equipment and M&A transactions. Don also has significant experience in letters of credit, acceptances and other trade finance techniques provided by his clients. He also represents lenders in the restructuring of acquisition financings, documenting multibank secured and unsecured credit facilities, multi-tiered lien structures, debtor-in-possession financings and out-of-court debt restructurings.

In addition to his financial practice, Don has been the lead counsel to a number of corporate clients, with significant experience in advising those in the retail sector. Of particular note, he served for over ten years as the lead counsel for ULTA Salon, Cosmetics & Fragrance, Inc., a fast growing, successful retail company that completed its IPO in late 2007. In that capacity, he supervised all aspects of the company’s legal affairs and reported directly to both the CEO and the Board, including advising on executive compensation, litigation, antitrust, tax, supply chain, real estate, corporate finance and pre-IPO planning.

Don has spoken widely at continuing legal education seminars on banking, secured financing and bankruptcy topics. During his career, he has consistently represented middle-market lenders and others in the asset-based financing sector, and has served as Associate General Counsel for the Commercial Finance Association (the asset-based industry trade association) for nearly two decades.

Selected Significant Recent Engagements

• Co-Lead Counsel to UBS and Bank of America, as agents, for the $425 million asset-based syndicated revolving credit facility and for the $450 million syndicated secured term loan facility, done on a first-second lien cross-border basis, to finance the acquisition of Algoma Steel Inc., (2007-2010) This originally included a virtually simultaneous $450 million Senior Note offering underwritten by UBS Securities.
• Lead Counsel to UBS, as Administrative Agent, in the $175 million asset-based syndicated revolving credit facility to Massey Energy, Inc. and its subsidiaries, including on-going amendments and revisions (2003-2010); originally included a virtually simultaneous $360 million senior bond financing underwritten by UBS.
• Lead Counsel to UBS, as Administrative Agent, for the $600 million asset-based revolving credit syndicated credit facility to Linens n’ Things, Inc. and its subsidiaries, to finance the acquisition and post-closing working capital needs (2005-2007).
• Lead Counsel to UBS, as Administrative Agent, for the $100,000,000 syndicated, international, secured revolving credit facility to MagnaChip Semiconductor S.A. and MagnaChip Semiconductor Finance Company, as well as to UBS as underwriter for a $450 million simultaneous second lien bond financing and a simultaneous $300 million senior subordinated holding company bond financing, all for the purpose of funding the acquisition of the South Korean chip manufacturing operations of Hynex Semiconductor Inc., including on-going work-out and subsequent chapter 11 proceeding and pre-packaged sale of the company to a group of creditor interests ((2004-2009).
• Lead Counsel to UBS as agent, for the $175 million asset-based syndicated revolving credit facility, to finance the acquisition and working capital needs of Harry & David and its subsidiaries (2004-2010).
• Lead Counsel to UBS, as agent, for the $193.7 million senior debt financing of SGS International, Inc. (consisting of a $35 million revolving credit working capital facility, a $40 million future acquisition credit line and $118.7 million multi-currency term loan facility) to finance its acquisition of Southern Graphics, Inc., including numerous amendments to reflect additions of foreign operations and other modifications to the credit facility (2005-2010); originally included a simultaneous $200 million bond financing underwritten by UBS.
• Lead Counsel to Royal Bank of Canada, as agent, for the syndicate of existing lenders holding approximately $1 billion of claims in the Quebecor World, Inc. and its subsidiaries in their cross-border insolvency proceedings. The case involved major fraudulent conveyance litigation with the creditors’ committee with respect to upstream guarantees taken by the lending group shortly prior to the filing of the case, and the successful negotiation of those claims such that the bank group ultimately received settlement amounting to more than the principal plus interest, while bondholders at the parent company and most other creditors received a fraction of that amount. (2007-2009).
• Co-Lead Counsel to Royal Bank of Canada, as agent, for a $390 million syndicated secured credit facility to Bracknell Corporation, a large publicly traded North American construction company, and its subsidiaries. Served as U.S. counsel, and led the enforcement effort by the banks through seven separate and nearly simultaneous foreclosure actions with respect to the assets of individual subsidiaries after all of the directors resigned when the bank group refused to continue to fund into on-going defaults. Managed the U.S. liquidation (reflecting largest portion of the assets) and U.S. aspects of subsequent D&O claim and settlement thereof for a substantial recovery with minor residual assets still being held in escrows to resolve continuing disputes. (2001-2010).
• Lead Counsel to Royal Bank of Canada, individually, in connection with the investigation and ultimate prosecution of Lloyd Baretz, for fraud in connection with a credit facility by RBC to Plymouth Capital, a Chicago-based factor; representation included negotiation of a global settlement agreement and turn-over to RBC of selected, identified assets and the subsequent sale thereof to reduce the loss, with pursuit and liquidation of significant assets continuing through July 2010 (1999-2010).
• Lead Counsel to Royal Bank of Canada, individually, in connection with various forbearance agreements and the ultimate enforcement of its liens and ultimate co-operative foreclosure and sale of the assets of Q-Media, Inc. (2003-2004).
• Lead Counsel to Royal Bank of Canada, individually, in connection with various forbearance agreements and ultimate enforcement of its liens and ultimate co-operative, successful foreclosure and ultimate sale of the assets of Houweling Nurseries Oxnard, Inc., one of California’s largest tomato farm operations (2003-2005).
• Counsel to IDEX, Corporation, a publicly traded investment grade pump manufacturer headquartered in Chicago, with respect to its revolving credit arrangements, various one-off loans and letter of credit facilities, various term loans and a recent private placement (2001-2010).
• Counsel to LaSalle Bank and Bank of America (as successor) on various middle market secured credit transactions from 2002 to 2010.
• Counsel to Congress Financial/Wachovia Bank/Wells Fargo Foothill and Wells Fargo Bank on numerous middle-market secured credit transactions from 1980 through 2010, including one such facility (to Keystone Consolidated Steel) that has been continuously on their books (albeit having gone through a chapter 11) since it was closed in 1985. Representations included a variety of cases involving enforcement of credit facilities and sometimes liquidation of the collateral through legal process.
• Counsel to ULTA Salon, Cosmetics & Fragrance, Inc., a publicly traded retailer, with respect to its syndicated asset-based lending arrangements with various lenders (but always including Congress Financial/Wachovia/Wells Fargo), including the August 2010 replacement facility for $200 million, led by Wells Fargo as agent (1997-2010).