Credit Funds

• Fund Formation
• Transactions
• Distressed, Special Situations and Restructurings
• Litigation and Enforcement
• Regulatory

Fund Formation

We represent clients in all aspects of the formation, launch and offering of credit-focused funds, including preparing fund documentation, negotiating with investors, and addressing compensation arrangements and management company issues. Our knowledge of fund terms and structures is cutting-edge.

We also help clients select the optimal legal structure and domicile for credit and direct lending investment funds, drawing on insights into market practice and considering issues specific to credit products, such as tax and domicile considerations, as well as the nature of the investors and regulatory and ERISA matters.

Representative matters include:

• Advising ACORE Capital, a commercial real estate finance company, on the establishment of a fund platform that offers investors access to commercial real estate whole loan, mezzanine loan, preferred equity investments and opportunistic credit, including through direct lending.
• Advising large global private equity investor in launching its second Strategic Portfolio Finance Program which focuses on credit secondaries investments and portfolio financing investments with a $2B target size. This fund also includes a rated feeder vehicle that issues Private Equity Backed Notes (PBN).
• Advising a $224 billion AUM diversified private fund manager on all aspects of their direct lending fund business,  including the launch of a credit fund, raising $4B in equity, which overall structure includes rated note feeders, as well as the launch and ongoing support of a hybrid evergreen fund and several unique “season only” funds.
•  Advising Audax Private Debt on closing Audax Direct Lending Solutions Fund II (DLS II), with $3 billion in capital commitments, exceeding its initial target of $2.25 billion. We also advised on its private debt co-investment platform, the launch of its Direct Lending III fund, and Senior Loan Fund V.
• Advising a leading multi-asset alternative investment firm on four major credit funds, including a flagship global special situations funds, targeting $4B.
• Advised Benefit Street Partners LLC, a credit-focused alternative asset manager, on the close of its fifth flagship direct lending fund, BSP Debt Fund V at $4.7 billion of investable capital across the strategy and the close of its real estate debt fund, targeting $1B.
• Advising CIFC Asset Management, a private credit sponsor with $40B in assets under management and over 400 investors, as primary fund counsel on a host of fund formation and regulatory matters, launching and/or acting as fund counsel to over 40 commingled funds, single investor funds, and separate accounts. We have also supported them on a number of complex open end, and novel evergreen credit funds as well as separately managed accounts, with strategies including investments in CLO equity, secondary market CLOs, event driven, direct lending, and other credit investments.
• Advising a $12.6 Trillion AUM diversified asset manager on a wide range of private fund matters.  Recent launches include a $4 billion direct lending fund, their flagship closed-end distressed credit fund and the successor to their flagship real estate credit fund.  We regularly advise them with respect to a variety of regulatory and compliance issues and the ongoing offering and operation of their private funds.
• Advising a financial services company with US$85 billion in aum, on its first ever credit fund for its growth credit team (which provides financing to emerging companies).
• Advising PIMCO in connection with the formation of numerous private funds. Some examples include PIMCO’s flagship open-end credit and direct lending fund, a PE-style credit opportunities fund, a fund which rolled investments from a PE-style fund into a distressed senior credit opportunity hedge fund, a specialty finance fund, a commercial real estate debt fund, and two hybrid funds which invest in mortgage-backed assets and other structured products.
• Advising a leading global investment firm with over US$18 billion in assets under management, in the formation of a fund, with US$5 billion of commitments designed to target investments across the spectrum of the firms capabilities in private credit and adjacent asset classes—ranging from event-driven credit opportunities to restructurings and special situations to targeted private equity investments to more asset-intensive investments in “specialty sectors” outside of conventional corporate credit (such as aviation, real estate, infrastructure, and power & renewables).
• Advised Incus Capital, the Madrid-based private market investment advisory firm, on the successful close of its European Credit Fund IV (“Fund IV”), reaching its hard cap of €650 million in commitments, having received strong support from its existing investor base. 

Transactions

Clients benefit from our market-leading direct lending, structured finance, real estate, derivatives and business restructuring practices. Our sophisticated understanding of the full range of creditor issues and seamless collaboration across practice areas enables us to guide clients in exploiting non-distressed and distressed credit opportunities. Additionally, we have extensive experience negotiating credit lines and borrowing facilities for credit funds.

Representative credit fund borrower financing transactions include:

• Represented Credit funds managed by Invesco in connection with a variety of subscription and asset-based leverage facilities.
• In the past two years, advising on over 100 subscription facilities for numerous clients, including Bain Capital, CCMP, H.I.G. Capital, Kohlberg & Co., TPG Capital and Welsh Carson Anderson & Stowe, among many others.
• Represented a middle market credit fund on a $300 million asset-backed leverage facility.
• Represented Bain Capital Credit as collateral manager on the structuring and refinancing of numerous CLOs, involving in the aggregate, more than $7.5 billion in assets under management, as well as on related warehouse financings.
• Advising Nordic Capital in relation to a series of liquidity financings relating to Nordic Fund VIII and Fund IX.
• Advising Cathexis Investment Management on a $650 million credit facility arranged by Goldman Sachs.

Representative fund investments and debt transactions include:

• Advised Hilco Merchant Resources LLC in their $23.5M loan to RigMax Rigco.
• Advised Siguler Guff in its $10 million financing of NWS Technologies.
• Advised Sound Point Capital Management on a $152 million loan to certain newly-formed affiliates of AmTrust Financial Services.
• Advised an investment management company in connection with a $300 million loan and warrant package to a REIT focused primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments.
• Advised Sixth Street Partners in connection with providing $175 million clinical trial financing to Clovis Oncology, a biopharmaceutical company that focuses on acquiring, developing and commercializing innovative anti-cancer agents in the global markets.
• Advising an investment management firm in a potential secured loan plus warrants to a travel management company based in Barcelona.
• Advising an investment management firm in connection with a potential revolver loan to a manufacturer of Hispanic-style dairy products.
•  Advised Aquiline Capital Partners LLC as the pre-petition agent, Aquiline Agent Services LLC as the DIP agent, and In-Shape Acquisition 2021, LLC as stalking horse purchaser and ultimately the successful purchaser in connection with the In-Shape Holdings, LLC chapter 11 cases in the district of Delaware.

Representative real estate transactions include:

• Represented BXMT as borrower in closing over US$25 billion in repurchase and secured credit facilities to finance BXMT’s global commercial mortgage loan portfolio and originations. In addition, we have closed nearly 300 commercial mortgage loan financings on the various repurchase and secured credit lines.
• Represented Claros Mortgage Trust, the public mortgage REIT sponsored by Mack Real Estate (“CMTG”), in obtaining a US$1 billion credit facility from JPMorgan Chase Bank, structured in the form of a master participation agreement, for the purpose of financing CMTG’s construction loans and transitional commercial real estate loans. The financing was one of the first of its kind and Ropes & Gray led the negotiations and structuring of the facility to provide a term matched, non-mark-to-market credit structure, with committed future funding by JPMorgan on CMTG’s commercial real estate loans. This financing structure has since been utilized by several other private commercial real estate debt funds, many of which are being represented by Ropes & Gray.
• Represented Apollo Commercial Real Estate Finance Inc., a leading publicly traded mortgage REIT sponsored by Apollo Global Management, in connection with the negotiation of multiple repurchase facilities across from Barclays, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC and JPMorgan to finance US$2 billion of assets in multiple currencies and on current market terms.
• Advised TRTX in negotiating various credit facilities for the borrower in the form of repurchase facilities, secured credit facilities and note-on-note loans. The funds will be used to finance TRTX’s commercial mortgage loan portfolio, as well as loans that TRTX will originate in the future. We have negotiated US$2 billion-plus of such facilities for TRTX.
• Represented Oaktree as seller in closing approximately US$1 billion in repurchase facilities and note-on-note financings to finance Oaktree’s commercial mortgage loan portfolio and originations.  We have closed facilities for Oaktree across from leading banks such as Citibank, Goldman Sachs, CIBC and SocGen, including facilities denominated in multiple currencies and spanning multiple global jurisdictions.  We continue to negotiate amendments, extensions and new credit arrangements for Oaktree with these counterparties and others.
• Represented Claros Mortgage Trust, a publicly traded mortgage REIT sponsored by Mack Real Estate, in connection with the negotiation of a senior secured revolving credit facility across from Bank of America., N.A. as the Administrative Agent and a Lender, Barclays Bank PLC as a Lender and Goldman Sachs Bank USA as a Lender, to finance up to US$500 million of diversified commercial real estate assets (including office, multifamily housing, industrial and retail properties).
• Represented KKR as seller in closing an approximately US$500 million repurchase facility with Capital One to finance KKR’s commercial real estate loan portfolio. We continue to negotiate amendments, extensions and new credit arrangements for KKR.

Distressed, Special Situations and Restructurings

Our integrated team is equipped to assist clients on all forms of bankruptcies, insolvencies, liquidations, restructurings and out-of-court workouts and across the entirety of the special situations deal spectrum, from distressed asset acquisitions, purchases of loan portfolios, structures involving novel debt instruments or challenging refinancings to deals having corporate crisis as their genesis.

Representative distressed and special situations transactions include:

• Advised Kayne Senior Credit III Loanco LLC in the restructuring of Pioneer Landscaping.
• Advised a private fund with over $25 billion of AUM in its recapitalization of a global maker of timepieces, resulting in the hedge fund acquiring a majority ownership.
• Advised Elliott Management Corporation in connection with its DIP loan to Avianca Holdings, a leading owner and operator of airlines. This transaction included a $1.27 billion tranche A senior secured financing and a $722 million tranche B secured subordinated loan. The DIP financing includes approximately $1.2 billion of new funds ($881 million in tranche A and $336 million in tranche B).
•  Advised an investment management firm in connection with a DIP loan to an airline company currently in Chapter 11 Bankruptcy.

Litigation and Enforcement

We have unparalleled experience advising clients on a wide range of sensitive and complex litigation and enforcement matters and the collateral risks they pose, having advised asset management clients in some of the industry’s highest-profile civil and criminal litigation and enforcement matters in recent years.

Representative matters include:

• Reached a favorable settlement with the SEC on behalf of Semper Capital Management in an enforcement action concerning the valuation of odd lot bonds.
• Secured termination of multiple SEC investigations into fixed-income trading issues, including pre-arranged cross-trades, at investment management companies.
• Represent Elliott Management and several affiliated investment funds in expedited bankruptcy litigations that centered on Energy Future Holdings’ multiple attempts to sell its interest in Oncor, a regulated utility company in Texas, and emerge from long-running Chapter 11 bankruptcy. Over the course of approximately three months, we successfully opposed a $10 billion merger transaction between EFH and Berkshire Hathaway Energy, thereby generating some $450 million in value for Elliott. We also successfully litigated in opposition to the previous acquirer’s, NextEra, efforts to obtain a $275 million termination fee. Both victories, and other gains achieved through our broader litigation efforts, generated approximately $750 million for the Elliott estates
• Advised multiple private equity firms with credit affiliates in response to SEC inquiries.
• Defended Third Avenue Funds and the independent trustees against securities class actions and derivative claims in multiple courts in connection with the closure of the Third Avenue Focused Credit Fund.
• Performed regulatory review of a global investment firm’s credit platform, focusing on allocation of investment opportunities, cross transactions, and principal transactions; ESG controls and marketing; electronic communications; custody; valuation; and fees and expenses.
• Conducted internal investigation into allegations made by former employee of a venture capital firm concerning creation of a credit fund.

Regulatory

We offer deep and timely knowledge of the increasingly complex regulatory landscape, including SEC, CFTC, ERISA, FINRA and AIFMD requirements and exemptions. We help clients develop and implement effective compliance programs and have advised a significant number of private fund sponsors undergoing SEC examinations.

Our clients include the world’s premier asset managers who manage credit-focused funds that invest and lend across the spectrum of credit opportunities, industries and geographies.

Representative fund formation clients include:

• Abrams Capital Management
• ACORE Capital
• Athyrium Capital Management
• Audax
• Bain Capital Credit
• Benefit Street Partners
• CBRE
• CIFC Asset Management
• Constitution Capital Partners
• Grantham, Mayo, Van Otterloo & Co.
• Invesco
• KKR Credit
• Manulife Investment Management
• PIMCO
• Schroders
• Siguler Guff
• Strategic Value Partners
• TPG Angelo Gordon

Representative transactional clients include:

• 17 Capital
• Abrams Capital Management 
• Athyrium Capital Management 
• Bain Capital Credit
• Benefit Street Partners 
• Charlesbank
• Constitution Capital Partners 
• Cortland Capital Market Services
• Davidson Kempner Capital Management 
• Elliott Management
• Fortress 
• GoldenTree Asset Management
• Invesco
• KKR Credit 
• Manulife Investment Management
• PIMCO
• Siguler Guff 
• Sixth Street Partners
• Sound Point Capital
• SSG Capital Management 

• U.S. News - Ranked as a top-tier practice in the United States in “Bankruptcy, Creditor and Debtor Rights/ Insolvency” and a leading national firm for banking and finance law.
• Chambers USA - Ranked nationally and in New York and Massachusetts for “Bankruptcy/Restructuring,” with multiple individual attorneys recognized
• The American Lawyer A – List Law Firms - recognized in 2022 as the top firm on the American Lawyer’s prestigious “A-List” and has been honored for 6 consecutive years in the top-two and in the top-three firms for 12 consecutive years as the “Best of the Best.”
• IFLR 1000 - Ranked as a leading banking & finance practice in the United States, the United Kingdom, Japan, China and Hong Kong; also ranked as a leading high yield practice in the United States and United Kingdom.
• Legal 500 - Recognized as a leading finance practice in the United States, the United Kingdom, China, Hong Kong and Japan; recognized for “Finance: Corporate Restructuring.”