We have experience in seamlessly structuring, negotiating and closing complex matters at a consistent level of quality across jurisdictions. Mayer Brown offers private credit funds a “one-stop shop” of legal advice delivered with exceptional service. We approach every transaction with the philosophy that innovative legal services can increase the certainty of a successful closing and decrease the transactional risks for all parties. Trusted and regularly recognized as having one of the world’s premier banking and financing practices and a leading and large fund formation and investment management practice, we are now at the forefront of advising on the special and complex features of the growing private credit market, delivering our world-class services to both our clients and the investors and companies that they support.
Our team is highly experienced, with a combined resume that extends from the largest transactions to the middle market. We are recognized for leading deals of varying sizes and complexity and being a go-to firm for both domestic and cross-border matters. Moreover, we are active wherever our clients do business—in financial services, insurance, healthcare and life sciences, retail, consumer products, automotive, restaurants, media, transportation, energy, infrastructure, real estate, and technology—and regularly advise on targeted strategies, such as distressed investing and turnaround opportunities.
We have helped many of the leading fund sponsors, managers and investors in connection with the structuring, marketing, regulation and operation of investment funds and platforms across the Americas, Europe, Asia and the Middle East. Our experience ranges from working in mature markets such as the United States, the United Kingdom, France, the Cayman Islands and the Channel Islands to emerging markets such as China, Latin America, India, Central Asia and Africa.
Our global Fund Formation & Investment Management team provides corporate, securities, real estate, investment management, financial services, finance, ERISA and tax assistance. We built an extensive global Fund Formation & Investment Management practice comprising nearly 100 lawyers from across the firm’s worldwide practice areas. Our work has included the formation of multibillion dollar funds with global investors as well as the review and negotiation of fund terms on behalf of institutional investors. We have advised on the structuring, implementation and offering of public and private investment funds in a range of jurisdictions worldwide.
For more than ten years, Mayer Brown has been recognized as the market leader in representing lead agents and lenders in subscription credit facilities for many of the world’s largest and most sophisticated private investment funds. We have deep experience with hybrid and asset-based facilities to private investment funds and working relationships with the most active lenders in the United States, Europe and Asia. Our global experience makes us a go-to firm for many lenders and sponsors who require counsel with deep knowledge of the market’s products and asset classes.
Our reputation is built on a strong track record of structuring underlying asset-level leverage facilities, as well as management company lines, general partner facilities, co-investment facilities, fund of fund financings, separate account facilities, and hybrid and umbrella facilities across all asset classes, including mezzanine and other loan, secondary, private equity and real estate funds. We maintain a database of investor documentation including partnership or fund agreements, subscription agreements, investor letters, side letters and legal opinions for more than 8,000 distinct investors and regularly advise on the full range of investor trends and regulatory issues impacting the subscription credit facility market.
Few global law firms have as many lawyers focused on lending as Mayer Brown has, and few are involved in as many lending transactions as Mayer Brown. We represent borrowers, arrangers and lenders in financings in all parts of a company’s debt capital structure. Most principal arrangers of syndicated credit facilities and bank and non-bank participants in the lending market call on us regularly for representation.
We are involved in a wide range of corporate and private equity-led acquisitions and other forms of leveraged buyouts. Our Banking & Finance lawyers have extensive experience collaborating with our M&A and Private Equity practices on a broad array of transactions and deal structures (including first lien/second lien financings, mezzanine, unitranche, bank/bond, Term Loan B, hostile tender offers, bridge financings and asset-based lending ABL). Our experience extends from the largest domestic and international deals all the way to small corporate and private equity fund transactions (including family office and pledge funds).
Working with our high-yield and subordinated debt practices, we are a one-stop shop for bank/bond financings. We bring much industry knowledge, including our market-leading experience in energy, insurance, mining, life science, real estate and pharmaceuticals.
As in all aspects of banking and financing transactions, we have broad experience representing clients in troubled situations, from complex out-of-court and in-court restructurings to the litigation of preference, fraudulent conveyance and lender liability claims. We also frequently represent clients in connection with various finance matters, including unitranche, senior/mezzanine, first lien/ second lien, split lien and a wide range of other intercreditor and subordination arrangements, as well as in distressed merger and acquisition transactions.
This combination of experience and know-how, as well as our partner-led, hands-on approach, translates to effective representation in any size sector. For example, we have extensive direct experience in troubled credits in the middle market, including with credit agreement voting provisions and the overall dynamics of “club” bank groups and where the borrowers are portfolio companies of private equity firms. Our experience with distressed M&A transactions also extends directly to the middle market sector, including acquisitions made inside of bankruptcy or involving UCC Article 9 foreclosure sales or assignments for the benefit of creditors, and in both “loan-to-own” or exit strategies.
Permanent Capital Vehicles
As private capital vehicles fill a void in financing from more traditional sources, Mayer Brown is uniquely positioned to advise on the structure of this emerging source of capital. Driven by our historical client base—including private equity, private credit and other financial sponsors and advisers— private capital vehicles, which include business development companies, closed-end funds and interval funds, are playing an increasingly important role in the market.
Mayer Brown’s leading Corporate & Securities practice, combined with the firm’s knowledge of the 1940 Act, the Advisers Act and the tax considerations applicable to permanent capital vehicles, makes us a regular choice to advise such vehicles. For decades, we have been known for our work advising issuers as well as placement agents and underwriters on initial public offerings and other financing transactions. Given the depth of our capital markets experience, we are a valued partner for sponsors that are considering forming new permanent capital vehicles or seeking financing for their existing vehicles.
Our Tax practice also provides integral counsel on permanent capital vehicles. We focus on creating the most efficient tax structure for new vehicles, whether on a standalone basis or as part of a sponsor’s overall portfolio of permanent capital vehicles and other private investment funds. Members of our Tax team have extensive experience with the taxation of regulated investment companies and other pass-through vehicles.
Our Investment Management practice provides comprehensive services to every form of organization that offers investment advice, including sole proprietors, corporations, partnerships, limited liability companies and joint ventures. We counsel both registered and unregistered investment advisers as well as advisory personnel by providing advice through banks, broker-dealers, trust companies and similar financial institutions. Our clients include some of the largest financial institutions in the world, from full-service broker-dealers and investment banking firms to small start-up shops, whose clients, in turn, run the gamut from retail wrap fee programs to institutional investors to private funds and registered investment companies.
When it comes to structured financing, we have securitized nearly every conceivable asset type, from residential and commercial mortgages, credit cards, student loans, and auto/equipment loans and leases to IP assets, marketplace loans, whole businesses and other exotic categories. When combined with our experience in the conduit, CLO/CDO and synthetic markets, we offer experienced teams with the intellectual depth and industry insight needed to assist clients as they explore and maximize both current and developing market opportunities. For example, we have long been active participants in the market for middle-market CLOs, often used by BDCs and other private credit funds to efficiently leverage their loan portfolios and in warehouse and similar portfolio financings.
We are one of the most active law firms in the industry. In 2017, Asset-Backed Alert ranked Mayer Brown as the top issuer counsel by value and number of US ABS/MBS transactions for the second consecutive year. In addition, in 2017, Thomson Reuters ranked Mayer Brown the number-one counsel to issuers for “US Straight Debt Including ABS & MBS” deals.
Our international Private Equity team covers all aspects of private equity transactions. We have extensive experience in structuring, preparing, managing and executing transactions across the asset class, as well as in assisting on any related financing. We also advise on related structural, tax, warranty insurance and ancillary legal issues, as well as on fund structuring. Our private equity lawyers leverage the firm’s extensive experience in areas such as mergers and acquisitions, finance, ERISA, real estate, IP, securitization, environmental law, bankruptcy and restructuring.