Tim Dietrich provides strategic advice for businesses, financial institutions and governments in a number of areas, including organization and governance and the structuring, negotiation, and closing of corporate and commercial financial transactions. Tim continues to advise financial institutions and businesses in situations involving financial distress and to provide a wide array of advice to governments, including utilities matters.

Tim leads Barley’s Food & Agribusiness Industry Group, and he is also actively involved with the firm’s Senior Living Industry Group. During the years 2008 through 2013, Tim served as Barley Snyder’s managing partner and initiated Barley’s process improvement program called Practice Excellence®. This firm-wide program focuses on quality, knowledge and service. The program also emphasizes efficiency and standardization by applying lean principles to our practice. The program began in 2008 and is being led by Practice Excellence® “Champions” of each of our practice groups.

Food & Agribusiness
Tim is utilizing his knowledge of FDA, USDA and other regulatory requirements to assist clients in the food and agriculture areas with their transactional needs and compliance with the more rigorous requirements of the Food Safety Modernization Act.

Some of Tim’s representative food and agribusiness successes:

• Represented buyer in multi-state, $140 million acquisition of agricultural production and processing facilities.
• Represented food processor in development of $330 million processing facility, including resolution of sewage treatment expansion permitting and construction issues.
• Represented food processor in development of $40 million processing facility, including resolution of sewage treatment expansion permitting and construction issues.
• Represented food processors in facility expansions and modernizations.
• Represented food processor in addressing USDA – Food Safety and Inspection Service concerns regarding Salmonella and potential recall.
• Counsel to food processor with respect to FDA testing, recall request and warning letter regarding Salmonella.
• Advising various food processing clients on food co-packing contracts.
• Counsel to lender in $40 million secured revolving facility and $45 million unsecured revolving facility for food processors.
• Counsel to borrower in $83 million secured facilities for working capital and construction for food processor.
• Counsel to food and agribusiness client for long-term, joint venture organic animal feed supply agreement.
• Negotiation of contractual issues in food processing supply chain, including for organic and GRAS (generally recognized as safe) ingredients.
• Negotiation of agreements involving product development, licensing, and distribution.
• Counsel in FDA and USDA inspection settings and in connection with product recalls and insurance claims.

Business Law
Tim’s practice involves general corporate counseling and representation in acquisitions and other transactions for both privately and publicly held businesses. In some instances, he serves clients in a “general counsel” role, providing representation on general business, corporate and financial matters, while also assisting in the coordination of litigation, regulatory compliance and other matters. He has devoted a significant portion of his practice to counseling businesses involved in the development, manufacturing and marketing of medical devices.

Some of Tim’s representative transactions in his business practice:

• Representation of manufacturers in the formation and termination of product distribution relationships, both domestic and international.
• Negotiation of agreements involving various combinations of research and development, product development, purchasing and strategic sourcing, licensing and distribution for medical and other technologies and food and agribusiness firms.
• Representation of purchasers and sellers in corporate acquisitions, particularly asset purchases of early-stage technology firms.
• Assisting clients with critical regulatory and quality assurance matters including government inspections and recalls.
• As a member of the Senior Living Industry Group, he has advised senior living organizations on a number of matters, including complex organizational affiliations, as outlined in the Senior Living section below.

Senior Living
Tim has represented senior living facilities in various matters, including:

• Represented multiple parties in negotiation, due diligence and document drafting for multi-party affiliation of senior living facilities, including addressing Hart-Scott-Rodino clearance with the Federal Trade Commission.
• Creation of holding company structure for senior living community to facilitate innovation and services expansion, as well as acquisitions.
• Representation of a large senior living community in acquisition of control of another non-profit CCRC and its long-term care facilities.
• Representation of multiple senior living organizations in development and construction projects, including land use approvals, design and construction contract negotiations (and disputes), and financing.
• Representation of charitable foundations affiliated with senior living communities in various regards, including establishment of scholarship fund for employees.
• Borrower counsel in approximately $70 million financing which refinanced existing indebtedness and also financed payment for acquisition of control for previous nonprofit controlling member.

Banking
Tim works extensively with lenders and borrowers in various aspects of secured and unsecured credit transactions, including syndicated and participated loans, real estate acquisition and construction financing, asset-based transactions, acquisition financing, loan work-outs and restructurings and tax-exempt financing. The focus of Tim’s lending practice is on middle market loan and small loan borrowers.

Representative transactions:

• Counsel to agent bank in a $375 million unsecured revolving working capital credit facility for retail borrower.
• Counsel to agent bank in total of $43 million of secured revolving facilities for working capital and land acquisition for a hardwood lumber firm.
• Counsel to publicly traded corporate borrower in a $90 million multi-currency revolving credit facility.
• Counsel to lender in a $25 million secured line of credit facility providing working capital for a clothing licensee/importer/manufacturer.
• Counsel to lender in secured $40 million term debt and $4.5 million revolving debt financings for wholesale electric generation plants.
• Represented lenders as letter of credit bank counsel in revenue bond transactions.
• Represented lenders in financing the acquisition and development of numerous commercial and residential projects in Pennsylvania, including leasehold, site condominium and credit tenant projects.

Creditors’ Rights and Bankruptcy
Tim began his career as a bankruptcy lawyer and continues to give strategic advice and representation to clients facing various aspects of distressed financial situations. His creditors’ rights and bankruptcy practice currently is focused on secured and unsecured creditor representation in bankruptcy proceedings, as well as loan workouts and forbearance negotiation. He has represented businesses as debtors in bankruptcy and collection proceedings, including debtor representation in workouts and distressed settings, including Chapter 11 reorganization cases resulting in plan confirmations. Outside of bankruptcy, he has represented creditors in foreclosure, confession of judgment, execution, debt sale and assignment matters. He has lectured for the Pennsylvania Bar Institute and the Eastern District of Pennsylvania Bankruptcy Conference on Chapter 11 issues.

Recent representative matters:

• Defense of pre-bankruptcy purchaser of industrial facility in a Section 548 fraudulent conveyance action brought by liquidating trustee in bankruptcy, seeking over $6 million, which was settled for litigation costs.
• Representation of secured lender in Chapter 11 case of firm engaged in publishing, including liquidation of intellectual property rights.
• Representation and defense of secured creditor in Chapter 11 proceeding and related lender liability cases regarding failed vehicle floor plan borrower.
• Representation of secured creditors in a number of workout and Chapter 12 bankruptcy cases for agricultural operations.
• Representation of secured lender /letter of credit issuer for revenue bonds in Chapter 11 case of printer.