“VANDENBULKE’s banking and finance practice punches above its weight to attract a number of impressive instructions”



Leverage finance

VANDENBULKE represents lenders and borrowers in senior credit facilities, private placements, first lien/second lien and last out deals, subordinated debt issuances, and seller financings for dividend recapitalizations, public company acquisitions, and private equity-backed leveraged buyouts. These deals often involve multiple domestic and foreign jurisdictions, complex capital structures, and a variety of intercreditor arrangements.

We structure, document, and negotiate mezzanine debt transactions, subordinated debt issuances, and structured loan participations. Our team assists clients with hybrid financing instruments, preferred equity certificates, asset-linked notes, warrants, convertible notes, and equity co-investments. We deal regularly with complex intercreditor and equity holder arrangements in these transactions and bring to our clients a keen market awareness of differing standards for debt and lien subordination terms.


We focus on structuring and documenting a transaction that protects the lender’s assets at risk in every manner possible or practicable. Our lawyers focus upon covenant protection and events of default, as well as the rights and remedies of secured lenders in respect to many different types of tangible and intangible collateral. We review structures to ensure that guarantors, if any, are properly inserted into the transaction structure and bolster the transaction with legally enforceable credit support. We structure and negotiate equity co-investments, warrants, and convertible notes. Additionally, our team works with local counsel in various jurisdictions to make certain that applicable local law is also followed in connection with assets to be secured or cash-flows required to ensure timely repayment.

Borrowers and Issuers

Our experienced finance lawyers assist clients in understanding the myriad issues involved in the extension of credit and the various structural alternatives available to them in constructing a transaction. We maximize clients’ rights and simplify, to every extent possible, their reporting and compliance requirements through review and comments on relevant agreements. We explain the many legal issues that surround the extension of credit and ensure that the requirements of the credit documents do not impair clients’ abilities to perform and grow their businesses. Additionally, we help ensure clients obtain market favorable terms.

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The Code of Hammurabi, created ca. 1780 BC, is one of the earliest known sets of laws. By writing the laws on stone, Hammurabi rendered them immutable. The laws do not accept excuses or explanations for mistakes or fault: the Code was openly displayed in a public place for all to see, so no man could plead ignorance of the law as an excuse. The Code of Hammurabi is often pointed to as the first example of the legal concept that some laws are so basic as to be beyond the ability of even a king to change. This concept lives on in most modern legal systems and gave rise to the term written in stone.