Finance counsel for acquisition and asset-backed lending, fund finance, and the security, intercreditor, and cross-border mechanics that decide what gets realized when the facility is tested. We read the structure of a deal before we read its headline number.
A corporate and private-capital boutique with international reach: a principal office in Chicago, a second office in Oakbrook Terrace, offices in London and Dubai through partner firms, meeting locations by appointment in seven further US cities, and a partner network across ~51 jurisdictions on five continents. Founded 2013.
A UCC-1 financing statement lapses five years after filing unless a continuation statement is filed, a date we calendar at closing rather than discover at enforcement. The rate is agreed at signing; the security package, the intercreditor waterfall and the enforcement mechanics are what that rate was priced against, and nobody reads them closely until a borrower is under pressure. We draft them for that day.
We act for banks, direct lenders and credit funds, and for borrowers, never on opposite sides of the same deal; the view from both chairs tells us what the other side will fight for and what it will trade. Perfection in the United States runs under Article 9. English-law and DIFC security, Irish aircraft registrations and Cayman fund-finance collateral are handled with counsel admitted there, so the lender's position travels with the asset.
Where a financing reaches a regulator, the question is usually how the instrument is characterized and what capital treatment it earns. We have represented clients in matters before the SEC, the CFTC and the IRS, and we speak for the institution in front of the agency.
Acquisition, development, construction, and investment financing secured against real property, from the mortgage and any mezzanine layer to the priority and completion arrangements that lenders and developers each depend on.
Speak to this team →Lending and leasing structured around the asset itself. Equipment, plant, and receivables are the collateral, and the value of that collateral rather than the borrower's balance sheet is the commercial engine of the deal.
Speak to this team →Financing and leasing of aircraft and vessels. Title, registration, and security are coordinated across the jurisdictions a mobile asset moves through, so the lender's position travels with the asset.
Speak to this team →Subscription (capital-call) lines, NAV facilities, and GP and management-company financing for private funds and their sponsors. The credit is secured against commitments or the underlying portfolio and structured alongside the fund itself.
Speak to this team →Security packages, guarantees, and the intercreditor and subordination arrangements that decide who is paid first under stress. We draft them with the enforcement day in view, well before the closing checklist.
Speak to this team →Structuring instruments and transactions, including significant-risk-transfer and capital-relief work, so a regulated lender receives the intended treatment under applicable capital rules, and advising on how a financing is characterized for a regulated counterparty.
Speak to this team →Representation from either chair, from term-sheet negotiation through documentation and conditions to the workout or amendment conversations that follow, with one team on the file from the first call to the last amendment.
Speak to this team →Covenant architecture, intercreditor terms, and the leverage mechanics that have to hold through a full cycle, for senior, unitranche, mezzanine, and second-lien debt anywhere in the capital structure.
Enter the practice: Debt & Leveraged Finance →Bond offerings and debt-securities financings, including the indenture, the covenant package, and the intercreditor terms that sit between a high-yield note and the senior facilities above it.
Enter the practice: High-Yield & Debt Securities →Examinations, investigations, and enforcement for banks and regulated lenders, including matters before the SEC, the CFTC, and the IRS, with the firm appearing for the institution.
Enter the practice: Financial Services Enforcement & Regulatory →The headline pricing gets the attention, but the security package, the covenants, and the intercreditor waterfall decide the economics when a borrower is under pressure. The terms that matter most are the ones you only feel in a downturn.
A security interest is worth what you can enforce. Perfection, priority, and the practical mechanics of realization, above all across borders, decide whether collateral is a backstop or a paper comfort.
When more than one creditor has a claim, the intercreditor and subordination terms determine who is paid first and who waits. These documents are negotiated with the same care as the headline terms, because under stress they are the headline terms.
Aircraft, vessels, and other mobile collateral cross jurisdictions, and so must the lender's security. Title, registration, and enforcement have to be coordinated so the lender's position follows the asset wherever it goes.
Subscription and NAV facilities lend into structures our funds and private-capital teams build. Getting the credit right means getting the vehicle and its constitutional documents right first, because the two cannot be drafted in isolation.
We act for lenders and for borrowers, never opposite each other on the same deal. Having done both is why we can read a term sheet the way the other side's lawyers will.
Before a facility closes, we run it through adversarial diligence. We read the security, the intercreditor terms, and the enforcement mechanics the way the other side's counsel and a court will, so nothing they find is a surprise to you. A partner leads the work from the first draft to the closing and answers the phone throughout.
A financing rarely lives in one jurisdiction. We coordinate security, enforcement, and tax across the offshore and onshore centers a deal touches, with Cayman and Luxembourg for fund and acquisition structures and Ireland for aviation finance, so the package holds together as a whole rather than in pieces.
Fund formation, securities, and the governance that keeps a portfolio defensible, seen from the sponsor's side of the table, alongside the subscription and NAV facilities that finance it.
Private Capital →Acquisition, development, and investment of real property, the asset behind real-estate finance, with the deal and the debt drafted as one.
Real Estate →Domestic and international tax and the structures that make a financing efficient. Withholding, characterization, and cross-border treatment are settled in the first draft.
Tax →Corporate counsel for the borrower and for the structures behind the deal, covering the entity, the cap table, and the governance a financing lends into.
Corporate & Business Law →An established center for fund finance and SPV structures, and our offshore desk for subscription and NAV facilities and the vehicles they lend into.
Cayman Islands →A core European hub for acquisition finance, securitization, and holding structures, coordinated with the onshore mechanics of the deal.
Luxembourg →A long-standing jurisdiction for aviation finance and leasing structures, where title, registration, and security are arranged for assets that cross borders.
Ireland →Both, though never on opposite sides of the same deal. We act for banks, alternative lenders, and credit funds on the lender side, and for sponsors, corporates, and asset owners on the borrower side. Because we have negotiated from both chairs, we can usually tell you which terms the other side will fight for and which it will trade.
In a traditional secured loan, repayment depends primarily on the borrower's general cash flow and the lender takes security as a backstop. In asset finance the asset itself is the commercial engine of the deal. Equipment, an aircraft, a vessel, or a receivables pool secures the credit, and the structure, security, and remedies are built around protecting and realizing the value of that asset across jurisdictions.
Fund finance covers the credit facilities a private fund uses: subscription (capital-call) lines secured against investor commitments, NAV facilities secured against the underlying portfolio, and GP and management-company facilities. It sits at the seam between our finance work and our funds and private-capital teams, who structure the vehicles the facilities lend into.
Security determines what a lender can realize if the borrower defaults; intercreditor arrangements determine who gets paid first when more than one creditor has a claim. In leveraged and structured deals these documents decide the economics under stress, so they get the same negotiating attention as pricing and covenants, from the first draft.
Yes. Our Chicago, London, and Dubai offices work as one team, and we coordinate security, enforcement, and tax across the offshore and onshore jurisdictions a deal touches, including Cayman, Luxembourg, and Ireland for fund, acquisition, and aviation finance structures.
Regulatory capital work helps banks and regulated lenders structure instruments and transactions, for example significant-risk-transfer and capital-relief transactions, so they receive the intended treatment under applicable capital rules. It also addresses how a financing is characterized for a regulated counterparty. Where a matter reaches a regulator, we represent the institution before the agency.
Before the long-form documents exist, the deal is won or lost in the term sheet. Leverage and pricing are part of it, but so are the covenant package, the security principles, and which entities in the group actually stand behind the debt. We pressure-test the structure against the asset, the jurisdictions it sits in, and how the facility behaves under stress.
Each lien is only as good as its perfection. That means UCC-1 filings under Article 9 for U.S. collateral, mortgage and charge registrations for aircraft, vessels, and real estate, and local-law security in every jurisdiction the collateral touches, coordinated with counsel admitted there. Guarantee limitations and financial-assistance rules are mapped before signing.
Where more than one creditor sits in the capital structure, the intercreditor agreement carries the same weight as the facility itself, from payment waterfalls and standstills to release mechanics. In parallel, the conditions-precedent list is run down to signature: corporate authorizations, legal opinions, insurance, and know-your-customer for every obligor.
Signing, CP satisfaction, and first utilization are choreographed across time zones so funds flow the day they are meant to. Then the facility lives, through compliance certificates, permitted-transaction requests, amendments, and waivers. If the credit tightens, one partner already knows every document in the stack.
A facility is priced at signing and proven at enforcement. We draft for the second date.
Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.