Sandra L. Shippey

Asset Based, Tax Exempt and Commercial Real Estate Financing. Ms. Shippey has over 25 years of experience representing finance companies, banks and other asset-based lenders and borrowers in connection with all types of traditional credit activities, asset-based financing, mezzanine financing and other commercial financing. She has significant expertise and experience in the structure, documentation and negotiation of borrowing base working capital facilities, syndicated loans, secured and unsecured credit facilities for acquisitions, as well as traditional loans secured by all types of personal property. She has represented borrowers and lenders in connection with real estate financing transactions.

Equipment Financing. Ms. Shippey has over 25 years of experience and extensive expertise in the representation of lessors, lessees, equipment users and operators in connection with tax leases, quasi leases, synthetic leases, and tax-exempt leases for all types of equipment. She has represented clients in connection with syndicated lease transactions as well as many vendor equipment leasing and loan programs.

Loan Workouts and Restructuring. Ms. Shippey has over 25 years of experience advising lenders and borrowers as well as equipment lessors and lessees in connection with loan workout agreements.

Aircraft Purchase, Sale and Financing Transactions. Ms. Shippey has over 20 years of experience advising lenders and lessors in connection with the financing of business aircraft through both loans and leases. She also has substantial expertise in representing individuals and companies seeking to acquire, sell, lease, or share in the use of business aircraft. Ms. Shippey has represented aviation clients in the drafting and negotiating of aircraft purchase and sale agreements, management agreements, dry leases, time sharing agreements, fractional ownership programs and other transactional documents. She has represented lenders and lessors in all types of aircraft financing documents including aircraft security agreements, operating leases and financing leases. She has represented lenders and lessors in the purchase, sale and securitization of aircraft loan and lease portfolios. Ms. Shippey has also represented clients in connection with the foreclosure of aircraft loans, acceptance of aircraft in full and partial satisfaction of amounts owing on aircraft loans and the subsequent sale of the aircraft.

Native American Financing Transactions. Ms. Shippey is experienced representing lenders making loans to Native American tribes as well as experience representing tribes in connection with large commercial loans.

Corporate, Mergers and Acquisitions. Ms. Shippey has over 20 years experience representing clients in the corporate area including all types of merger and acquisition transactions. Ms. Shippey has managed, negotiated, documented and closed many mergers, asset and stock sales and other strategic corporate collaborations.

Estate Planning. Ms. Shippey has expanded her practice to include estate planning.


Representative Matters

Representative Asset Based, Tax Exempt and Commercial Real Estate Financing Matters
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• Represented a gaming company borrower in connection with a senior secured loan facility and a senior subordinated loan facility
• Represented a regional bank in connection with a accounts receivable line of credit to a large regional law firm
• Represented a national bank in connection with an asset based revolving line of credit to a bakery company secured by accounts receivable, equipment and inventory
• Represented a national finance company in connection with (i) an asset based loan to a multi-state water purification company, (ii) an asset based loan to a national restaurant chain, and (iii) an asset based loan to a multi-state equipment rental company
• Represented a hotel developer borrower in connection with a real estate construction loan and a real estate mezzanine loan
• Represented 501(c)(3) tax exempt entity in connection with a tax exempt loan secured by an assisted living community for the elderly
• Represented hard money lenders in connection with numerous hard money real estate secured loans
• Represented real estate investor in connection with loan secured by several parcels of real estate
• Represented high tech borrower in connection with venture capital loan

Representative Equipment Financing Matters:

• Represented a large national finance company in connection with a true lease of equipment to national equipment rental company
• Represented a large national finance company in connection with a synthetic lease of equipment to a logistics company
• Represented a large national finance company in connection with a capital lease of equipment to a Las Vegas hotel
• Represented large manufacturer of machine tools in connection with review of California Finance Lenders Law issues and the preparation of form conditional sale contracts for the installment sale of machine tools and equipment
• Prepared form documentation for a large regional bank’s commercial mid-market equipment leasing

Representative Loan Workout and Restructuring Matters:

• Represented a lender in connection with the workout and settlement of a defaulted equipment loan that was also secured by California real property
• Represented loan guarantor in connection with the workout and settlement of a defaulted real estate loan
• Represented snack food manufacturer in connection with the workout and settlement of a defaulted asset based loan
• Represented lender in connection with an acceptance of an aircraft as full satisfaction of a loan and the sale of the aircraft by the lender to a third party
• Represented hotel operator in connection with the workout and settlement of a defaulted real estate loan
• Represented lender in connection with the foreclosure of (i) a loan secured by a Cessna Citation V Ultra aircraft and sale of the aircraft, (ii) a loan secured by a Cessna 560 Citation V Ultra aircraft and sale of the aircraft, (iii) a loan secured by a Cessna Citation II aircraft and the sale of the aircraft, (iv) a loan secured by a Cessna Conquest 1 aircraft and the sale of the aircraft.

Representative Aircraft Matters:

• Represented lender in connection with a syndicated loan secured by a Gulfstream IV aircraft
• Represented lender in connection with the sale of aircraft lease on a Falcon 900B aircraft by the lessor to another finance company
• Represented lender in connection with an interim finance agreement for the purchase of a Dassault Falcon 7X aircraft
• Represented lender in connection with a Million loan secured by a Bombardier Global Express aircraft and an amendment to document the exchange of the Bombardier Global Express aircraft for a Boeing business jet
• Represented lender in connection with a loan secured by a Falcon 50 aircraft
• Represented lender in connection with a loan secured by a Gulfstream V aircraft and additional collateral
• Represented a lender/purchaser in connection with the purchase of a portfolio of aircraft loans secured by a Gulfstream V and other aircraft
• Represented lender in connection with the acquisition loan for the purchase of an aircraft parts manufacturer
• Represented a lender/seller in connection with a securitization of an aircraft loan portfolio
• Represented purchasers in connection with their purchase of fractional ownership interests in aircraft through the NetJets program
• Represented an aircraft fixed base operator in connection with the creation of a fractional ownership program for aircraft
• Represented purchaser in connection with the purchase of a Cessna Citation aircraft
• Represented airline in connection with the operating lease of an Embraer aircraft

Representative Native American Financing Transaction Matters:

• Represented Native American tribe in connection with a syndicated asset based revolving line of credit led by a large national bank
• Assisted a large regional bank in connection with the preparation of form documents to be used with Native American tax exempt leasing transactions
• Prepared a manual and conducted a training seminar for the in-house counsel and relationship managers of a large regional bank with respect to the basics of Native American tax exempt leasing transactions

Representative Merger and Acquisition Matters:
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• Represented a target company in the business of developing, licensing, maintaining and supporting portfolio management software programs used in the financial services industry that was acquired by a public company in an asset sale
• Represented a target company engaged in the business of installing, implementing, customizing, and marketing proprietary computer software in connection with its sale of all of its assets to a public company
• Represented an inventor and his target company, that was in the business of inventing and prosecuting patents and developing systems and applications related to medical diagnosis and treatment advice and/or disease and care management, in connection with the sale of the target company’s assets to a public company
• Represented shareholders of a software company in connection with its acquisition by a venture capital backed company
• Represented target software company in the business of developing, licensing, maintaining and supporting schedule driven earned management systems that was acquired by a public company in an asset sale
• Represented a leading provider of software solutions and professional services to the food services industry in connection with a merger into a foreign public company
• Represented shareholders of a company in the business of developing, licensing, maintaining and supporting print management software in connection with stock sale
• Represented an international software company in the worldwide business of providing enterprise resource planning and management information systems software to the packaging and printing industries in connection with a stock sale

Representative Estate Planning Matters:

• Counsels clients in planning estates and preparing related documents including wills, revocable living trusts, irrevocable trusts, durable powers of attorney and advance health care directives

Ms. Shippey received her undergraduate education in political science, with distinction, from the University of Colorado in 1978 and her law degree, magna cum laude, from Boston University in 1982. She is taking tax classes at the University of San Diego School of Law toward obtaining an LLM degree in tax. She was admitted to practice law in Colorado in 1982 and in California in 1991. She was born in Casper, Wyoming, grew up near Denver, Colorado and has been practicing law in San Diego since 1991. She has been a licensed California real estate broker since 1995. Ms. Shippey is an AV rated attorney by Martindale-Hubbell. Prior to joining Procopio, Ms. Shippey was, among other things, Legal Counsel to NextWave Telecom Inc., General Counsel for First Commercial Corporation (now Kelly Capital), Operations Counsel for GE Capital, and an associate with Mayer, Brown & Platt (now Mayer Brown).

Ms. Shippey is a member of the San Diego County Bar Association, a member of the Executive Committee of the Board of Directors of Junior Achievement, a former member of the Board of Directors of the San Diego Christian Foundation, Inc. from 2001 to 2011, where she served as Corporate Secretary and then Chairman, and a former member of the Board of Trustees of Southwestern Christian Schools, Inc. from 2002 to 2011, where she served as Corporate Secretary. She is also a member of the Uniform Commercial Code (UCC) Committee of the State Bar of California’s Business Law Section, where she serves as Chair of the Hidden Liens Subcommittee and Chair of the Article 6 Repeal Subcommittee. Ms. Shippey was originally a member of the UCC Committee from 2001 through 2005, serving as Co-Vice Chair from 2003 to 2004 and as Co-Chair from 2004 to 2005.

Recent Articles/Publications

• “Good News for Real Estate Investors?,” California Real Estate Journal, March 23, 2009
• “Good News for Real Estate Investors? U.S. Treasury Begins Releasing Details of Financial Stability Plan,” March 2009
• "Good News for Franchisors! Franchise Loans Made by California Franchisor to Franchisee are Exempt from California Finance Lenders Law", THE SECURED LENDER, July/August 2007, Volume 63 Number 1
• “Security Agreements, Intercreditor Agreements, and Collaborative Collection Efforts of Secured Home Healthcare Vendors,” Home Healthcare IICG National Association Of Credit Managers Meeting, Long Beach, California, May 6, 2008
• "California Legislature Passes Law Exempting Commercial Bridge Loans Made by Venture Capital Companies to Operating Companies from California Finance Lenders Law," Business Law News, a publication of The State Bar of California, Issue 4, 2004, page 3.
• “UCC Committee’s Recommendation that the State of California Repeal Article 6 of the Uniform Commercial Code,” Continuing Legal Education Presentation at the Open Meeting of the UCC Committee at the 5th Annual Spring Meeting of the Business Law Section of the State Bar of California in conjunction with California Bankers Association, Huntington Beach, California, May 13, 2004
• “Revised Article 9 Of The Uniform Commercial Code - An Update and Look Ahead,” State Bar of California Annual Meeting, Monterey, California, October 10, 2002
• “Creditors' Rights and Protection of Security Interests in Bankruptcy,” Presented by Sterling Education Services. San Diego, California, April 16, 2002
• "Revised Article 9 of the Uniform Commercial Code - An Update and Look Ahead," April 11, 2002
• “Security Interests: A Cross-Border Perspective,” (emphasizing Legal And Practical Issues For U.S. Lenders Financing Personal Property To Be Located And Used In Mexico By Maquiladoras), Presented by the Mexican Bar Liaison Committee of the San Diego County Bar Association, November 8, 2001
• Contributing Consultant to “CEB Action Guide: Taking Security Interests in Personal Property,” Continuing Education of the Bar, Oakland, California, June, 2005
• “Legal and Practical Issues involved with Maquiladora Financing,” (with co-author Patrick W. Martin), Law and Business Review of the Americas, Winter/Spring 2002
• “Do We Need A License To Do That Deal? Applicability of the Licensing Requirements of the California Finance Lenders Law to Common Commercial Personal Property Financing Transactions” - THE SECURED LENDER, November/December 2001, Volume 57 Number 6
• “Where Have All the Filings Gone? Revised California Commercial Code Creates New Rule for Filing Financing Statements;” PCH&S Perspectives, Second Quarter 2001 Edition, p. 1