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Interview with Valerie Mason and Nneoma Maduike, Co-Chairs of Otterbourg’s Lender Finance Practice Group
By Michele Ocejo
Pictured: Valerie Mason and Nneoma Maduike
In February, Otterbourg P.C. announced that Valerie S. Mason and Nneoma A. Maduike had been named co-chairs of the firm’s Lender Finance Practice Group. Otterbourg’s experienced Lender Finance team advises and represents the largest U.S. and global institutional lenders and regional banks, as lenders and mature lenders, sponsors supported companies, and strategics, ranging from startups to mature traditional lenders and funds, merchant cash advance companies, asset-based lenders, factors and fintech lenders, as borrowers, in “lender to lender” secured revolving credit and term loan facilities.
Maduike and Mason are also members of Otterbourg’s Finance practice, which encompasses acquisition finance, asset-based lending, structured finance, bankruptcy financing, international and syndicated lending, among other specialized areas. The newly formed Lender Finance practice group reflects a formal acknowledgment of Otterbourg’s long term growth and expansion of lender finance transactions as part of that practice and our ability to help lenders limit and manage their risk while developing positive relationships with borrowers.
Maduike represents banks, hedge funds, private equity funds, commercial finance companies and other institutional lenders on structuring and documentation of lease and loan transactions, including asset-based, cash flow and structured finance transactions, as well as loan workouts and restructurings and portfolio acquisitions and dispositions. She has advised on numerous financing transactions confronting a wide range of legal issues raised by federal, state and international law.
Maduike has been recognized by Best Lawyers in America as one of the top 15 Women of Influence in America, is a winner of the 2017 Secured Finance Network 40 under 40 Awards, and was recognized as one of the 2018 Top 50 Women in Commercial Finance. She was also selected to Super Lawyers for 2020. She is an active member of several organizations, including the Coalition of Women’s Initiatives in Law, the Secured Finance Network, and New York City FinTech Women. She is a board member of the Coalition of Women’s Initiatives in Law and the vice-chair of the Diversity Equity and Inclusion Committee of the Secured Finance Network.
Mason is a leading banking and finance attorney who advises some of the nation’s largest financial institutions, commercial finance companies and hedge funds in the structuring and restructuring of financing transactions. These include revolving credit facilities and terms loans for acquisitions and general working capital needs, workout arrangements, lender finance transactions, cross-border financings, and Chapter 11 debtor-in-possession and “exit” financing facilities.
Mason is Otterbourg’s liaison to the SEO Law Fellowship Program and is an active member of the Women in Secured Finance Committee of the Secured Finance Network. 2021 marks the twelfth consecutive year, Valerie has been selected a SuperLawyer. She is involved in criminal justice reform, helping women in the criminal justice system through her service on the board of the Women’s Prison Association & Home, Inc., including as board president. She currently serves as the Second Vice-Chair of New York City’s Community Board 8 in Manhattan, as well as the Co-Chair of CB 8’s Small Business Committee. In 2017, she was named a “Woman of Distinction” by the New York State Assembly and in 2019 received an “OTTY (Our Town Thanks You Award) by Straus News for her community advocacy.
You’ve been named co-chairs of the newly formed Lender Finance Practice Groups. Why did the firm create this group?
Mason: The creation of the “group” is really giving formal recognition to what we have been doing within Otterbourg’s Finance department for quite a number of years. We enjoy a nationally recognized expertise when it comes to financing transactions of all types, secured and unsecured, and we represent lenders of all kinds, including large financial institutions and specialty finance companies and we havefor decades. As a result, lender finance was a natural development of our practice. Many years ago, our bank clients began coming to us for advice on structuring and documenting their lender finance transactions, sometimes referred to then more commonly as “warehouse lending” transactions. And, in addition, since we already represented a number of commercial finance and specialty finance companies in their direct-lending activities, we had their confidence to represent them as borrowers; it was just a natural evolution of the practice.
Maduike: As Valerie said, lender finance is not really a new area of practice to Otterbourg, but an organic offshoot of Otterbourg’s robust lending practice. Otterbourg represents a significant number of financial institutions and lenders, including a number of specialty finance companies. We have all seen a significant increase in finance companies that are strategically placed to make capital even more accessible and this has led to increased calls for warehouse lines.
Valerie and I, through our asset-based lending practice, have a unique understanding of both the lender finance practice generally as well as the market trends. Part of Otterbourg’s philosophy is that we are more than just lawyers for our clients; we pride ourselves on being advisers and we pride ourselves on playing crucial strategic roles as our clients grow and expand. As a result, we frequently work with our clients as they expand or seek out warehouse financing from connecting them to financing solutions to helping them navigate their options. We don’t just “lawyer” but aim to understand, to the extent possible, the intricacies of our clients’ businesses. It was only the natural next step for Otterbourg to carve out the lender finance practice group from its banking and finance practice with a dedicated team and dedicated resources to give attention to a rapidly expanding area of industry and to continue to highlight Otterbourg’s commitment to being a partner for its clients.
What are your short- and long-term goals for the group?
Maduike: In the short term, we aim to continue to provide top-of the- line legal service representation to our clients. In the long term, we recognize that our goals will change and evolve over time, but we intend to continue to help our clients with their businesses and, with respect to the lender finance practice, to continue to build relationships within the lender finance industry in hopes that we become the go-to partner for such representation. For certain clients and key industry players, we are already the go-to partners; however, we want to ensure that we maintain that foothold and continue our expansion.
Mason: The short answer is the goal, both short and long term, is always success for our clients; as part of that objective, we will continue to provide them with timely platinum quality legal services, whether in their capacity as a borrower or a lender -- that is what makes Otterbourg who we are in the lender finance space as well as every other aspect of our finance practice.
What are some of the biggest challenges this year facing institutions that engage in lender finance?
Mason: Competition, competition, competition! There is a lot of money out there and everyone wants to get into the game; so from the lender side, it is the same challenge in lender finance as in all other types of financing, pricing-- and I am only half-joking. Since there are many start-ups entering the lending market, the additional challenge for the lender in a lender finance transaction is having the confidence in the borrower/lender and its management team and being able to sell the plan of your borrower to your team -- which is not always a slam dunk. If you are the borrower/lender, you want to have great underwriting and pick and choose your clients wisely; essentially, the same challenges face both parties in a lender finance transaction, and our clients choose us because they know Otterbourg is entirely familiar with those issues and, most importantly, solutions for them.
How did you each become involved in commercial finance law? Tell us a bit about your career trajectories.
Mason: I don’t think anyone starts law school thinking that they are going to be a commercial finance lawyer. For me, it all began in the Otterbourg summer program. I knew I did not want to be a litigator (mainly because I preferred working towards a common goal rather than always being involved in a dispute, potential or actual). I really enjoyed the people in the Finance practice at Otterbourg, both the attorneys and clients that I was working with, and to me that was the most important factor in my decision; since work is the place where you spend most of your time, outside of family life, it was really important to be around people that I was going to enjoy spending a lot of time with. At Otterbourg, that has been the case, as to both attorneys and clients, especially in the finance world. We enjoy an incredible number of long-term relationships with our clients, both on an institutional level, as well as with the individual bankers at those institutions and, when they move on to other endeavors, they typically remain with us and that is an accomplishment we are very proud of; it always reinforces my decision to have chosen commercial finance law as a specialty.
Maduike: I ended up a commercial finance attorney because, believe it or not, I finally got the chance to work with people who were generally more invested in my career and my growth as a lawyer and knew my worth as an attorney. By way of relation, I began my career in the field of corporate transactions — specifically, mergers and acquisitions and investment management. As a young woman and a woman of color in a field where few people look like you, teachers were a rarity and true mentors were unicorns. It was not until my third year of practice that I switched to a company with a full finance practice area where I met people willing to teach me and mentor me as well. It was a no brainer for me to switch my practice areas as a result. This switch to commercial finance and my subsequent transition to Otterbourg still remain the best career decisions I have ever made.
Nneoma, you’re involved with SFNet’s DEI Committee; could you tell us a bit about that?
Maduike: The Diversity, Equity, and Inclusion Committee of the Secured Finance Network has made it its mission to build diversity, equality, and inclusion within the secured finance industry. I have had the honor of being vice chair of a committee that consists of members who are passionately dedicated to getting the secured finance industry to a point where diversity within the industry is more accurately represented. The Committee seeks to identify the issues and create awareness around the topic of diversity, provide resources for improvements, and demonstrate sustained measurable positive outcomes from adopting DEI measures. This is arguably a lofty goal, but diversity is incredibly important. Adopting tried and true diversity, equity and inclusivity measures (versus falling back on tokenism) will guarantee that our industry remains at the top and continues to boom because of the undeniable boost that diversity brings to productivity and innovation.
The secured finance industry will benefit from a commitment to focus on creating and maintaining a diverse and inclusive industry that, at the end, knows, without prompt, the value in being representative of people with different ideas and of different races, ages, genders, and beliefs.
Valerie, you volunteer with The Women’s Prison Association; could you tell us about the organization and your involvement?
Mason: It would be my pleasure. The Women’s Prison Assn & Home, Inc., formed just over 175 years ago, was the nation’s first organization focused on women impacted by incarceration. WPA is based in New York City and partners with women to provide solutions that will positively impact women, their families and society at large. I have been involved with the organization for more than 25 years, serving on its Board of Directors. I am currently the chair of the Development Committee and a member of the Audit Committee; I am also a past president of the Board. Early in my career, in addition to my legal work, I taught a weekly class on money addiction at the Bayview Correctional Facility, helping women learn about money management, budgets and other fiscal fundamentals, and that brought me to WPA. WPA works together with women to reunify families, develop workplace skills and careers, and achieve stability for women when they are released from the system, with the ultimate goal being to help them avoid additional involvement in the criminal justice system. We have found that family reunification is a key to reducing recidivism and increasing a woman’s chance of success. Every mother wants her child to be proud of her, and every child loves their mother, no matter what they they’ve done. It is often very challenging, but very rewarding at the same time.