Ryan F. Kelley

Ryan Kelley provides legal counsel to public and private companies regarding debt and equity financings, commercial transactions, and bankruptcy and creditors’ rights matters.

Ryan represents both lenders and borrowers in construction, acquisition, new markets tax credits, and term and working capital financing transactions. His transactional experience also includes commercial matters, including representing franchisors and franchisees in franchise matters, manufacturers in dealer and distributorship arrangements, and  buyers and sellers in mergers and acquisitions.

In addition, Ryan advises clients on issues arising at all stages of distressed situations, insolvency, and bankruptcy. He regularly represents secured creditors, trade creditors, landlords, sellers, acquirers of distressed assets and entities, and other interest holders in workouts and restructurings, liquidations, and collection actions.

Ryan also advises clients on the use of cash collateral, adequate protection of interests in collateral, relief from the automatic stay, claims allowance, as well as the defense of fraudulent and preferential transfer actions. He has successfully handled bankruptcy litigation, including appeals, and transactional matters, such as distressed asset sales.

Although Ryan’s clients represent a broad range of industries, including manufacturing, distribution, retail, food and beverage, and franchising, Ryan has significant experience in the energy and financial services industries.

For instance, Ryan represents a gas-fired generation developer with respect to the development and financing of new generation facilities in North Carolina and Connecticut, including aspects of corporate governance, equity investment, construction financing, and the negotiation of financeable project-specific development documents.

He also regularly represents public utilities and a large independent supplier of energy and materials handling services and public utilities in bankruptcy and creditors’ rights matters.

In the financial services space, Ryan works with a diverse group of clients, including national banks, local community banks, mortgage loan servicers, and commercial credit card issuers, on matters ranging from structuring and documenting financial transactions and assessing and minimizing insolvency-related risks, to devising bankruptcy exit strategies and defending against claims brought by customers and bankruptcy trustees.

Prior to joining Pierce Atwood, Ryan clerked for the Honorable John C. Cook, U.S. Bankruptcy Court for the Eastern District of Tennessee and previously for the Honorable John S. Dalis, U.S. Bankruptcy Court for the Southern District of Georgia. While a law school student, Ryan gained valuable experience working at the Securities and Exchange Commission and Sloane and Walsh, LLP. He also assisted nonprofit organizations with an array of transactional legal work through Boston College Law School’s Community Enterprise Clinic.

Honors & Distinctions
  • American Bankruptcy Institute "40 Under 40" honoree (2023)
  • Recognized as an "Up and Coming" Bankruptcy / Restructuring Attorney by Chambers USA (2022-present)
  • Recognized by The Best Lawyers in America®  for Banking & Finance Law and Bankruptcy and Creditor Debtor Rights / Insolvency & Reorganization Law (2021-present)
Professional Activities
  • Member, American Bankruptcy Institute
  • Member, Turnaround Management Association
  • Chair, Maine State Bar Association Consumer & Financial Institution Law Section
  • New Lawyers Co-chair, Boston Bar Association Bankruptcy Section Steering Committee
  • One of approximately 40 attorneys nationally selected to participate in the 2016 Next Generation Program of the National Conference of Bankruptcy Judges (NCBJ)
  • Member, NCBJ/ABI Behind the Bench Steering Committee
  • 2016 Chair of the New Voices Challenge Committee of Maine's Campaign for Justice, an effort aimed at raising funds from lawyers and judges to support civil legal services for low-income Maine residents
  • Pro bono attorney for indigent Chapter 7 debtors and creditors, and for guardians ad litem representing abused or neglected children in child protective cases
  • Co-author, Commercial Foreclosure in Maine, LexisNexis Practice Note (March 2021)
  • Reconciling Changing Loan-Servicing Regulations. ABI Journal, Vol. XXXIV, No. 6 (June 2015)
  • Toward an Unconditional Right to Vote for Persons with Mental Disabilities: Reconciling State Law with Constitutional Guarantees, 30 B.C. THIRD WORLD L.J. 359 (2010)
Civic Activities
  • Chair, South Portland Planning Board
  • Member, Northern Light Mercy Hospital Catholic Identity & Ministry Committee
  • Governance Chair and Board Member, Maine Jump$tart Coalition for Personal Financial Literacy
  • Volunteer, Junior Achievement of Maine

Practice Areas

Representative Experience
  • Advised various financial institutions regarding documentation and implementation of benchmark replacement provisions in commercial and tax-exempt loan documents in anticipation of the cessation of LIBOR.
  • Represented administrative agent and lead lender in documenting a mix of term and revolving credit facilities in excess of $47 million secured by substantially all of the assets of a diverse portfolio of companies.
  • Represented lender in connection with structured financing to private equity sponsor to facilitate the acquisition of a portfolio of businesses in the HVAC industry.
  • Represented lender in refinancing $30 million revolving line of credit for the benefit of hospital system.
  • Represented retailer in connection with refinancing $400 million syndicated revolving credit facility.
  • Represented hospital system in connection with $40 million financing.
  • Represented large construction and construction services company in refinancing of $40 million credit facility.
  • Represented prominent food products company in refinancing $450 million syndicated revolving line of credit.
  • Represented large restaurant franchisee in refinancing senior secured credit facility total approximately $44 million in connection with acquisition of 29 additional franchises.
  • Represented renewable energy company in connection with a structured financings and follow-on refinancings in connection with acquisitions of new facilities.
  • Advised purchaser of portfolio of distressed mortgage loans with respect to state licensing requirements and enforcement of rights and remedies. 
Representative Experience
  • Represented commercial landlord of restaurant franchisor Chapter 11 case commenced by franchisor during the pendency of the COVID-19 pandemic, navigating unprecedented legal issues that arose under the circumstances.
  • Represented energy services supplier in negotiating assumption of gas supply contracts in connection with Section 363 sale in Chapter 11 case.
  • Represented German customized equipment manufacturer in negotiating rejection of exclusive distributorship agreement with Chapter 11 debtor, allowance of claims and settlement of purported preference liability in excess of $2 million.
  • Represented the purchaser out of bankruptcy of a pulp mill (200,000 tons annual capacity) and related assets, including its 16 MW power plant, 25 MGD wastewater treatment facility, and 400,000-square-foot warehouse facility.
  • Represented the California ISO on bankruptcy matters with respect to its consolidated petition with certain other regional transmission organizations and independent system operators to exempt specified transactions from the provisions of the Commodity Exchange Act and Commodity Futures Trading Commission regulations.
  • Represented critical financial services vendor in connection with negotiating terms of important vendor agreement, including upfront waiver of Chapter 5 claims, and transition services agreement to facilitate transfer of business to buyer upon closing of Section 363 sale.
  • Represented Canadian media company in distressed acquisition of a similarly situated business in Maine, and emergency bridge financing to facilitate the acquisition.
Representative Experience
  • Advised manufactured housing manufacturer on form of dealership agreement and procedures for onboarding new dealers in Maine, Massachusetts, and New Hampshire as well as related registration and licensing requirements.
  • Represented start up franchisor in preparing franchise disclosure document and form of franchise agreement in compliance with federal and state franchise and business opportunity laws.
  • Advised food products company in negotiating receivables monetization program to provide up to $157 million in credit availability.
  • Advised private equity sponsor in connection with structured acquisition financing.
Representative Experience
  • Represented charter school in an approximately $4.5 million new markets tax credit financing for the buildout of a new location.
  • Represented applied marine research and education center in an approximately $4.5 million new markets tax credit financing for the construction of a new facility, which includes new laboratory, office, temporary housing, and conference facility space.
  • Represented lender in connection with extensive workout and refinancing efforts with respect to new markets tax credit financing following default on senior debt.