Acquisition and leveraged debt structured for the day it is tested, across senior, unitranche, mezzanine, and second-lien facilities, with the covenant, security, and intercreditor terms that decide the economics when a borrower is under pressure.
In an acquisition financing the lender's conditions to funding are cut to a short list: the purchase-agreement representations the buyer could itself refuse to close over, a few specified representations about the borrower, and no material adverse change at the target as the purchase agreement defines it. Everything else is diligenced before signing or not at all. That is what lets a sponsor sign against committed debt, and why the commitment papers are fought as hard as the credit agreement.
The rest is a question of order. A term loan may carry no maintenance covenant, with the revolver's test springing only once drawings pass an agreed share of commitments, so the limits sit in the incurrence tests, the baskets and the definition of EBITDA. Second-lien and mezzanine lenders rank behind by contract, through intercreditor terms that say when they may act and what they get when they do.
We act for lenders and for the sponsors and borrowers across the table, never on both sides of one deal. We draft for the quarter in which the documents are read closely, which is seldom the one in which they are signed.
Debt to fund acquisitions, buyouts, and recapitalizations, including the commitment papers, credit agreements, and the conditions and certain-funds mechanics a sponsor and a lender each need to bring a deal to close.
Senior term and revolving facilities and unitranche structures, including the agreement among lenders that splits priority privately, drafted so the top of the capital structure is documented for both pricing and protection.
Subordinated, mezzanine, and second-lien layers that rank behind the senior debt and are priced for the additional risk, structured so each tranche's place in the order of payment is clear and enforceable.
Financial and incurrence covenants, baskets, builder provisions, and EBITDA definitions, which set a borrower's headroom and a lender's ability to act, and which are often where the real negotiation lives.
Security packages, guarantees, and the intercreditor and subordination arrangements that decide who is paid first under stress, negotiated with the enforcement day in view rather than left to the closing checklist.
Amend-and-extend, refinancing, and consent work over the life of a facility, and the amendment or workout conversations that follow when a credit comes under pressure, handled by the team that drafted the deal.
The fee letter carries the flex. Market flex lets arrangers raise pricing or tighten terms within agreed limits if the loan does not sell, so the caps on flex are negotiated as hard as the spread itself. After the purchase agreement is signed, the sponsor is negotiating against its own closing date.
Cost savings expected from an acquisition may be added back to EBITDA before they are achieved, usually capped, often at 20 to 30 percent of EBITDA, with 18 to 24 months to realize them. A ratio covenant is only as tight as that definition, so the add-back schedule is negotiated line by line.
A second-lien lender agrees in the intercreditor agreement not to enforce for a standstill period, commonly 90 to 180 days after notice. A mezzanine lender goes further and accepts payment blockage while a senior default runs. The waterfall sends collateral proceeds to the senior class until it is paid in full, post-default interest included.
Most amendments pass with lenders holding more than half the loans. A short list of sacred rights needs every affected lender: the rate, the maturity, the pro rata sharing of payments. Recent liability-management deals have moved a minority of lenders behind a new priority tranche, so borrowers and lenders now negotiate those protections explicitly.
A lien on most business assets is perfected by filing where the debtor is organized. A deposit account is perfected only by control, so each bank signs a control agreement. Share certificates are taken into possession, since a filing loses to whoever takes delivery. Miss a method and a trustee may avoid the lien.
An upstream guarantee can be unwound as a fraudulent transfer if the guarantor received less than reasonably equivalent value while insolvent, a look-back of two years in bankruptcy and often four under state law. Savings clauses cap the guarantee at the amount that avoids that result, and the lender asks for a solvency certificate.
The deal is won or lost in the commitment papers: the term sheet, fee letters, and conditionality are set while the sponsor still has the stronger hand, and the certain-funds mechanics are locked so the acquisition can sign against committed debt.
The credit agreement takes shape tranche by tranche: financial and incurrence covenants, baskets and builders, the EBITDA definition, and the unitranche agreement among lenders or intercreditor terms that fix each layer's place in the order of payment.
Guarantees and collateral are granted and perfected across every relevant jurisdiction, conditions precedent are cleared against the certain-funds list, and the facility funds into the acquisition on the day the purchase agreement demands it.
Amend-and-extends, incremental facilities, consents, and refinancings run for years after closing, and if the credit tightens, the covenant reset or workout is negotiated by the team that drafted the baskets being tested.
A leveraged facility is signed in good times and read in bad ones. We draft for the second reading.
Leveraged finance is debt raised by a borrower whose existing debt is already high relative to its earnings, usually to fund a buyout, an acquisition or a recapitalization. The 2013 interagency guidance that US bank regulators still use as a reference treats a loan as leveraged when total debt exceeds four times EBITDA or senior debt exceeds three times, among other markers. Because the cushion is thin, the covenants and the security carry more of the risk than the coupon prices.
These are layers of the capital structure, ranked by who gets paid first. Senior debt sits at the top and is repaid before the rest. Unitranche blends senior and subordinated debt into a single facility, with the priority split handled privately among the lenders through an agreement among lenders. Mezzanine and second-lien debt rank behind the senior layer, take more risk, and are priced for it. Where each layer sits, and how the intercreditor terms govern the relationship between them, decides the economics when a borrower is under pressure.
Both, though never on opposite sides of the same deal. For banks, credit funds and alternative lenders the work is the credit agreement, the collateral package and the intercreditor terms. For sponsors and corporate borrowers it is the commitment papers, the conditionality and the baskets that will govern the business for the next seven years. A lender's form read from the borrower's chair, and the reverse, is how we know which terms are market and which are merely habit.
Covenants are the lender's early-warning system and the borrower's operating room. Financial maintenance covenants, incurrence tests, and the definitions that drive them determine how much headroom a borrower has and when a lender can intervene. In a covenant-lite or covenant-loose deal, that balance shifts, so the precise drafting of baskets, builder provisions, and EBITDA add-backs often matters more than the headline pricing.
Security decides what a lender can take; the intercreditor agreement decides who takes it first and who may act. In a first-lien and second-lien structure, the second-lien lenders typically agree not to enforce for a standstill period, waive objections to the senior lenders' debtor-in-possession financing up to a cap, and accept that their liens release automatically when the senior class sells collateral after a default. Those waivers, agreed in good times, are the terms that set the recovery in bad ones.
Yes. From Chicago, London, and Dubai we coordinate security, enforcement, and tax across the onshore and offshore jurisdictions a leveraged deal touches, including Cayman and Luxembourg for acquisition and holding structures, and we work with locally admitted counsel where required.
Senior, unitranche, mezzanine, and second-lien debt for buyouts and recapitalizations, from commitment papers through close.
Explore →Unitranche and senior debt for sponsor and non-sponsor borrowers, with direct-lending facilities documented for both pricing and protection.
Explore →Term loans, growth facilities, and warrants for venture-backed and growth-stage borrowers, sized and structured around the equity story.
Explore →Revolving facilities, borrowing bases, and receivables financing, meaning working-capital debt secured against the assets that drive it.
Explore →High-yield bonds and debt securities for borrowers tapping the capital markets, with indentures, covenants, and disclosure structured alongside the bank and leveraged debt in the capital stack.
Explore →Regulatory and enforcement counsel for banks, lenders, and credit funds, covering compliance, examinations, and representation in matters before financial regulators.
Explore →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.