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Basics of Direct Lending and Unitranche Financing

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The private credit market has been increasing in popularity among asset owners and managers and has seen rapid growth since the global financial crisis.

The private credit market has been increasing in popularity among asset owners and managers and has seen rapid growth since the global financial crisis. In a CLE webinar titled “Basics of Direct Lending and Unitranche Financing” for the American Bar Association, Geoff Peck, Victor Liang, and Leonela Vaccaro Padron covered the following topics with respect to the market:<ul><li> The development of the private credit market</li></ul><ul><li>Risks and advantages of direct lending</li><li>The various financing structures available in direct lending, including unitranche financing and recurring revenue financings</li><li>Forward-looking thoughts on potential impacts to direct lending</li></ul><hr>

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Geoff has extensive experience in representing investment banks, private debt funds, hedge funds, business development companies, asset managers, specialty finance companies, borrowers, and issuers in large-cap, middle-market, and mezzanine financings and restructurings.Geoff works with clients on domestic and international financing matters, particularly cross-border transactions, including:<ul><li>Acquisition financings</li><li>Asset-based financings</li><li>Bridge financings</li><li>First/second liens financings</li><li>Hybrid debt/equity financings</li><li>Preferred equity financings</li><li>Private placements</li><li>Project and infrastructure financings</li><li>Trade financings</li><li>Subordinated financings</li><li>Subscription-backed financings</li><li>Unitranche financings</li><li>Warehouse financings</li></ul>Geoff also regularly represents creditor committees, ad-hoc committees, creditors, and debtors in connection with insolvency matters, including complex workouts and restructurings, DIP financings, exit financings, secondary trading of debt and equity, and analysis of special situations trading opportunities.Clients regularly retain Geoff to develop new products and form documents.Geoff maintains an active pro bono practice and is the president of the board of trustees of GAIA, a non-profit organization providing health services in sub-Saharan Africa. He is also an active speaker and regularly writes on finance trends and issues.Before joining Morrison Foerster, Geoff worked at a global investment bank, where he provided legal advice and transaction management services to the bank’s proprietary and special situations investment groups, which included par and distressed trading groups.<h4>Representative Experience</h4><ul><li>Represented Alter Domus (f/k/a Cortland Capital Market Services) as loan agent related to the refinancing and amendment and extension of certain loan facilities of borrower Moran Foods, LLC (also known as Save A Lot). The refinancing includes a new $200 million asset-based lending credit facility and an extended maturity with respect to approximately $377 million of existing first and second lien loans.</li><li>Represented ResCap in its $1.45 billion DIP financing, a hybrid leveraged loan and securitization. International Financing Review named the transaction a 2013 restructuring of the year.</li><li>Represented the lead arranger and commercial lenders in $847 million of financings extended to Ecopetrol, the Colombian petroleum company. The loans were guaranteed by an export credit agency. Trade Finance magazine recognized the transaction as a 2013 deal of the year.</li><li>Represented Cerro de Aguila in its $595 million financing of a 525 MW hydroelectric power plant in Peru. Project Finance magazine recognized the transaction as a 2013 Latin American power deal of the year.</li><li>Represented the lead arrangers in connection with a $3.250 billion syndicated loan financing extended to finance the corporate reorganization of a global real estate company.</li><li>Represented the lead arrangers in connection with $785 million of trade financings extended to a Brazilian exporter.</li><li>Represented the lead arrangers in connection with a $357.5 million first/second lien bankruptcy exit financing extended to Rotech Healthcare.</li><li>Represented the lead arrangers in connection with a $160 million mezzanine financing extended to a Caribbean and Latin American telecommunications and media company.</li><li>Represented the lead arranger in connection with a $150 million subscription-backed financing extended to a global infrastructure fund.</li><li>Represented a business development company in connection with a $125 million syndicated debt capital raise.</li><li>Represented the administrative agent and lender in connection with a $116 million first/second lien financing extended to a chain of residential behavioral and addiction health treatment centers.</li><li>Represented the lead arrangers in connection with $24 million and £24 million of unitranche acquisition financings extended to affiliated U.S. and UK technologies companies.</li><li>Represented an infrastructure private equity fund in financing the acquisition of a 97 MW wind farm located in the Pacific Northwest.</li><li>Represented the lead arrangers in connection with an out-of-court restructuring of loans extended to a large chain of Mexican retail stores.</li><li>Represented Circuit of the Americas in connection with a syndicated loan and mezzanine financing used to construct a motor sports and multi-purpose entertainment venue in Austin, Texas, which hosts, among other events, the Formula 1 United States Grand Prix.</li></ul>

Geoffrey R. Peck

Partner

Victor Liang is a partner in Morrison Foerster’s San Francisco office and is a member of the Finance Group.Victor’s practice focuses on the representation of borrowers, lenders and other financial institutions in connection with domestic and cross-border financial transactions, including: secured and unsecured financings, syndicated lending, asset and cash-flow based lending, warehouse facilities, acquisition finance, structured finance, leveraged finance, equipment finance and real estate-backed loans.Victor has substantial experience negotiating deals for clients in a wide range of industries and fields such as tech (e.g. fintech, proptech, edtech, medtech, blockchain and digital assets), financial services, life sciences, pharmaceuticals, impact investment lending, renewable energies and large-scale manufacturing, with an expertise in financing innovative and cutting-edge companies with intellectual property (including software and hardware). Victor also has a particular expertise working on bespoke, “outside-the-box” transactions that not only address unique credit/collateral needs but also require creating legal structures that optimize asset management, IP licensing and tax impacts.In 2018, Victor was selected as an American Bar Association (ABA) "On the Rise – Top 40 Young Lawyer", and since 2021 he’s been recognized in Best Lawyers in America "Ones to Watch" Recognition in Banking and Finance Law. He serves as a member of the Commercial Transactions Committee of the Business Law Section of the California Lawyers Association.Victor earned his law degree from Georgetown Law. He graduated magna cum laude with a B.A. in International Relations and French from the University of Southern California.Victor is fluent in French.

Victor Liang

Lending + Financial Transactions

Basics of Direct Lending and Unitranche Financing

11 May 2023