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Sophisticated legal counsel for complex debt structures, syndicated facilities, and multi-tranche leveraged financings.
Structured credit encompasses sophisticated debt financing arrangements that combine multiple tranches, complex waterfall provisions, and intricate intercreditor dynamics. These transactions often involve institutional term loans, second lien facilities, and layered capital structures.
Leveraged finance specifically refers to debt extended to highly leveraged borrowers—typically in sponsor-backed acquisitions or recapitalizations where debt multiples exceed traditional lending thresholds. Documentation follows institutional market standards with focus on covenant flexibility and transferability.
Drafting and negotiating credit agreements, security documents, and guarantees for multi-lender institutional facilities with administrative and collateral agents.
Structuring complex intercreditor agreements governing priority, payment waterfalls, enforcement rights, and voting among first lien, second lien, and unsecured creditors.
Institutional term loan documentation with limited amortization, incurrence covenants, AHYDO provisions, and secondary market transfer mechanics.
Single-tranche facilities with blended pricing, often including last-out portions held by different investors with agreed payment subordination.
Multi-jurisdictional financings with parallel facilities, coordinated security, withholding tax optimization, and local law counsel coordination.
Consent solicitations, loan repricing transactions, extension amendments, and incremental facility add-ons within existing credit agreements.
Traditional two-tranche structures with first lien term loans and revolvers paired with second lien term debt. Intercreditor agreements govern payment priorities, standstill periods, and purchase rights.
Combination of secured senior debt with unsecured subordinated notes or mezzanine tranches. Subordination agreements establish payment blockage and turnover provisions.
Single-lien facilities with blended pricing, often featuring last-out portions held by different capital providers. Streamlined documentation with internal payment subordination.
Multi-layer arrangements with super senior revolvers, first lien term loans, and additional junior debt. Payment and enforcement waterfalls carefully negotiated across creditor groups.
Our network has closed billions in leveraged finance transactions across geographies and industries. We understand the institutional market standards for covenant packages, the commercial dynamics of syndicated loan negotiations, and the technical requirements of multi-jurisdictional collateral packages.
Whether you're a sponsor structuring acquisition financing, a lead arranger syndicating institutional term loans, or an investor negotiating intercreditor protections, we bring deep market knowledge and execution expertise to complex credit transactions.
Unitranche combines senior and subordinated debt into a single facility with a blended interest rate and unified documentation. Bifurcated structures maintain separate senior and junior facilities with distinct terms, pricing, and intercreditor arrangements. Unitranche simplifies execution (single negotiation, one set of documents), reduces costs, and accelerates closing timelines—typically 4-6 weeks vs. 8-12 weeks for bifurcated deals. However, bifurcated structures offer more pricing flexibility and clearer risk separation for institutional investors with specific return requirements.
CLOs (collateralized loan obligations) are securitization vehicles that purchase portfolios of leveraged loans and issue tranches of notes backed by loan cash flows. Legal work includes structuring the waterfall (priority of payments), drafting indentures and collateral management agreements, establishing SPV entities, negotiating warehouse facilities for loan accumulation, and ensuring regulatory compliance (risk retention, disclosure requirements). We represent arrangers, managers, and investors across CLO formation, warehouse financing, and ongoing portfolio management.
Second-lien facilities typically price at 600-900 basis points over SOFR (vs. 400-600 for senior), include PIK options during certain periods, and have longer tenors (6-8 years). Mezzanine debt sits below second-lien (or is unsecured), prices at 10-14%, often includes PIK and equity participation through warrants or co-investment rights. Both require subordination agreements governing payment priorities, enforcement restrictions, and standstill periods (typically 180 days for second-lien, 12-24 months for mezzanine).
Covenant-lite facilities eliminate or significantly reduce financial maintenance covenants (leverage ratios, coverage tests), relying instead on incurrence covenants that only restrict specific actions. This provides borrowers operational flexibility but reduces lender control and early warning signals of financial deterioration. Cov-lite has become standard in sponsor-backed transactions and represents 80%+ of new institutional loan volume. Legal structuring focuses on robust incurrence baskets, strong change-of-control provisions, and careful limitations on asset sales and restricted payments to protect lenders despite reduced covenant protection.
Warehouse facilities provide short-term financing for loan originators to fund loan portfolios before selling them into securitizations or permanent facilities. The warehouse lender advances against eligible loans (typically 75-85% of par), charges SOFR plus 250-400 basis points, and holds first-priority security until loans are sold. Legal work includes eligibility criteria, advance rate mechanics, representations and warranties, repurchase obligations for breaching loans, and coordination with ultimate securitization structures. Warehouses typically have 364-day terms with extension options.