McDermott Will & Schulte, a global law firm

Whether to meet operational demands or to support growth opportunities, debt financing is a vital source of capital for businesses. Proper financing selection is the foundation of a company’s business strategy. The corporate financing team at McDermott Will & Schulte excels as a trusted advisor to clients on how best to structure and negotiate their financing transactions.

We represent a wide range of borrowers and lenders, ranging from privately owned companies to publicly traded corporations, private equity firms and their portfolio companies, and financial institutions of varying sizes. This diverse client base has enabled our finance team to amass experience and familiarity with the financing vehicles available in the market.

We are particularly skilled at supporting clients’ M&A needs. Working closely with our nationally recognized deal lawyers and tax practice, our lawyers deliver the full suite of business transactional legal services covering traditional M&A, project financing, private equity buyouts and add-on financings, as well as recapitalizations and restructurings. Over the past five years, we have closed more than four hundred transactional financings.

For borrowers, our service offering covers nearly every type of financing vehicle, including secured and unsecured lines of credit and debt instruments, high-yield notes and asset-based loans, and specialty financings such as tax-exempt bonds.

Supporting lenders, we possess demonstrated success structuring nearly every type of financing instrument. We represent a wide range of clients, including commercial banks, non-bank investors, asset-based lenders, business development companies, debtor-in-possession financiers, and holders of subordinated and mezzanine debt.

As a strategic partner, we support our clients’ financing needs by providing updates on market conditions, maintaining relationships with lenders and creating best practices in financing documentation. We work with our clients to secure the best financing possible to fuel their business growth.

Transactional Financings

Our financing lawyers work closely with the firm’s deal lawyers and tax practice to deliver a holistic legal package for transactional activities. For traditional M&A, we are skilled at structuring and negotiating the financing arrangement while securing preferred terms. For private equity, our lawyers understand the nuances of the industries of the portfolio companies and structure the deal accordingly. Over the past three years, the financing team has worked on more than 150 leveraged buyouts by private equity sponsors.

Recapitalizations

A growing financing option for private equity, recapitalization transactions free up capital for investors, allow the operating company to update its financing terms, increase borrowing thresholds and allow for further business growth. With numerous recapitalization transactions completed in the past few years, few firms possess the experience in recapitalizations that we do.

Cross-Border Investment

Whether you’re working on a deal in the U.S. or a cross-border transaction, with more than 150 lawyers across 20 global offices, we have the experience and capabilities you need to accomplish your objectives. In addition to helping our clients get deals done, we advise on tax issues, management incentive plans, health regulations, and multi-jurisdictional debt financing and restructuring.

ESG (Environmental, Social And Governance) Impact Investment

Impact investment initiatives seek to provide funding to organisations and projects that pursue a double bottom line – generating a sustainable financial return while creating measurable social and environmental benefits.

Our cross-disciplinary, multi-jurisdictional team is committed to making a difference to the lives of others through the support of ESG and impact initiatives, recognizing the dynamic growth in this industry and its transformative effect on capital markets. Our team regularly advises on a range of ethically responsible investment matters, including fund formation and creating innovative investment structures, social impact bonds and other capital market solutions. Our team consists of market leaders who have worked on some of the most innovative cross-border finance transactions delivering positive social impact aligned to the United Nations Sustainable Development Goals.

We represent organizations and individuals – including start-ups, investors, social entrepreneurs, financial institutions, social enterprises, and microfinance institutions – that are pioneering the development of solutions that address a variety of social needs. We have experience across a broad range of impact industries, including clean tech, education, welfare, and financial services.

Our global platform and full service capabilities – including structured finance, funds, M&A, corporate finance, capital markets, financial products, tax, and regulatory means that we are well-positioned to advise our clients, wherever they seek to deliver a positive social impact.

Transactions can strengthen your business by helping you access capital, pursue growth opportunities, and enter new markets – but they also carry risks that can have lasting consequences. Our corporate and transactional lawyers structure transactions that drive growth while managing legal, regulatory, and commercial exposure.

Our lawyers collaborate across offices worldwide to provide coordinated counsel on domestic and cross-border transactions. Our corporate law practice guides you through commercial agreements, mergers and acquisitions, financings, restructurings, and governance matters designed to support your business strategy.

We also advise on sophisticated capital formation and investment structures, including capital raises, PIPE transactions, SPAC-related matters, and other strategic financing arrangements that provide flexible access to capital in evolving markets.

Beyond execution, our corporate and transactional lawyers address the challenges that shape long-term deal success, including:

• Post-merger integration and reorganizations
• Cross-border governance and operating structures
• Commercial contracts and change-of-control issues
• Intellectual property and asset organization
• Tax, treasury, and operational continuity planning
• Workforce and benefits integration
• Legacy liabilities and dispute exposure

Managing a large volume of transactions can quickly become resource intensive. Our technology-enabled transactional legal services team combines sophisticated AI review tools with experienced transactional lawyers to streamline due diligence, contract negotiation, and contract management – helping you scale quality and consistency across a high volume of matters.

From capital formation to post-closing integration, we help you navigate transactions strategically while managing the legal and operational issues that impact business performance. Our lawyers structure and execute deals that mitigate risk and support long-term growth.

A well-defined but flexible M&A strategy is critical for staying competitive in the global marketplace – and complex transactions require experienced mergers and acquisitions lawyers who understand your goals. Our corporate M&A team combines deep market knowledge with precise deal execution skills to help you achieve your strategic objectives.

Many deals have a cross-border dimension, and with more than 150 M&A lawyers across 20 global offices, we have the resources and footprint to represent your transactional needs worldwide. Our industry knowledge in key markets, including energy, food and beverage, technology, chemicals, life sciences, and healthcare, ensures that your deals drive measurable business growth and market expansion.

We provide comprehensive, skilled guidance in regulatory, antitrust, tax, labor and employment, intellectual property, and financing matters – along with litigation, when the need arises. Our M&A practice also focuses on IT outsourcing, merger integration, and ensuring seamless transitions that protect your operational continuity and financial value.

We advise on negotiated and unsolicited acquisitions, such as competitive auctions, tax-driven transactions, and cross-border deals. From our experience representing clients from publicly listed companies to private equity and family offices, we can anticipate different deal perspectives. Our approach ensures that you deploy the right strategy for any given situation, securing favorable terms and driving long-term profitability for your organization.

As a leading provider of M&A legal services, we have developed client-focused tools designed to streamline the transaction process and reduce your overall costs. We bring a practical approach to every matter, delivering efficient solutions that enhance your bottom line.

Whether it’s structuring transactions to maximize benefits, analyzing terms of financing commitments, managing leasing or management arrangements, real estate acquisitions and property development have become an increasingly elaborate part of your business. Visibility into the overarching processes, experience and critical thinking are all key to success.

With top-notch teams in the US,Germany, and the UK, our global real estate acquisition & development team is here to partner with you in all aspects of your real estate acquisition and development needs. Whether it’s negotiating a multi-national joint venture or assisting you with a complex acquisition, our team is here to help. We are always ready to roll up our sleeves to provide creative strategies and solutions to assist you in a variety of real estate transactions, including:

• Joint Ventures
• Financings
• Initial Structuring
• Portfolio Management
• Leasing

International Scope

United States – Hospitality

Be it a hotel, hospitality or themed-entertainment space, we know that your business needs are unique and require customized solutions. Our team is here to counsel you in all aspects of the acquisition, development and operation of your real estate assets. We advise hospitality clients on the full range of issues, including the structuring and implementation of hotel management agreements and the leasing or management arrangements for food and beverage operations. Our team regularly assists clients in solving the most challenging problems by bringing a cross-disciplinary team comprising corporate, tax, labor and employment, IP, government strategies and environmental lawyers to provide sophisticated and holistic legal advice. We’ve worked with some of the most respected real estate developers in the hospitality industry in the United States, including in New York, and are widely known as the go-to firm for luxury and boutique hotel developments.

Germany

We have advised on and successfully executed some of the largest and most challenging transactions in Germany. This includes not only large-volume individual properties and international real estate portfolios but also build-to-suit and speculative development projects of all types of asset classes. We advise corporate clients, project developers, investors, portfolio holders, fund and asset managers and family offices on real estate law and related issues, such as structuring, financing, taxes, and supervisory and corporate law. Our services include real estate transactions as asset, share and unit deals, structured purchase and sales processes, project developments, joint ventures, due diligences, ongoing real estate asset management, service agreements, real estate tax and investment law, real estate financing, as well as notarizations by our notary office in Frankfurt.

United Kingdom

We have a market-leading transactional real estate practice in the UK. Led by recognized industry leaders, the UK team regularly serves some of the sector’s most active lenders, investors, developers, and investment managers. Clients looking to invest in the UK regularly approach our team to structure and manage their complex investments and implement development and repositioning initiatives to create and enhance their assets. The team acts across the full spectrum of asset classes, ranging from commercial offices and retail to operational real estate, data centers, logistics, hotels and leisure, healthcare, and all facets of the living sector.

By its very name, distressed real estate signals the presence of significant challenges. For savvy real estate companies, investors, lenders and other parties, however, such assets can provide opportunities to strengthen or restructure their portfolios to increase value and better align holdings with organizational goals.

Our global distressed real estate team combines the experience of lawyers – drawn from our highly regarded corporate, real estate finance, restructuring, bankruptcy, litigation and tax practices – to provide focused, outcome-driven representation on all aspects of nonperforming loan workouts, restructurings, administration and dispositions.

Core strengths

• Global coverage: Our lawyers are located in nearly two dozen cities across the United States, and Europe
• Comprehensive approach to real estate challenges: We offer a holistic workout and restructuring experience that covers every angle of real estate engagements: both in court, including bankruptcy and out of court resolutions, deed-in-lieu and other acquisitions, dispositions, joint ventures, debt restructuring, mezzanine (UCC) and mortgage loan foreclosures, innovative sale-leasebacks, recap and monetization transactions
• Industry-focused experience: We have in-depth knowledge of sectors in which real estate assets play a major role, including office, multifamily, retail, industrial, healthcare, and hospitality
• Ability to scale: Our full-service real estate team has represented clients in some of the most complex matters and scenarios involving more than $300 billion in closed transactions
• Agility and creativity: We have helped clients respond and adapt quickly to fast-developing, global events, including the 2008 financial crisis (during which we helped bank clients remove from their balance sheets and achieve regulatory capital compliance with respect to more than $6 billion of nonperforming loans while maintaining their upside potential) and the COVID-19 pandemic (during which we helped several lenders avoid margin calls and other liquidity stress for their levered portfolios while enforcing their remedies with respect to underlying assets and working with borrowers to preserve, maximize and realize value)

We provide market-leading strategies and bespoke solutions to a broad range of clients, including:

• Commercial banks, investment banks and other private, governmental and financial institution lenders
• Loan servicers including special servicers
• Insurance companies
• Private equity funds, sponsors and fund managers
• Real-estate operating companies and real-estate investment trusts (REITS)
• Creditors’ committees, including secured, unsecured and equity creditors
• Owners, developers and tenants
• Contractors

Successful navigation of today’s dynamic global real estate finance landscape requires innovative strategies, products and arrangements to meet the demand for less traditional, more diverse lending products and new regulatory requirements.

Leveraging our strong US and international presence and platform, we are well-positioned to advise clients on areas of real estate finance, joint ventures, acquisitions and dispositions and leasing, wherever their investment activities are.

Our industry experience extends to office, industrial, multifamily, senior and student housing, healthcare, entertainment/leisure and hospitality sectors. We have extensive experience advising investment banks, private equity and institutional lenders in complex structured finance transactions, including:

• Construction, conduit, interim and permanent financings
• Mezzanine loans
• Loan participations
• Forward loan commitments
• Lines of credit
• Mortgage loan repurchase and warehouse facilities
• Mortgage-backed securities transactions
• Public and private company real estate mergers and acquisitions and joint ventures

Capital Markets/Syndications. We advise our loan origination clients in all aspects of leveraging their loan portfolios, including syndications, participations, restructuring whole loans into senior and subordinate tranches, mezzanine debt and preferred equity, and their sales or pledges, loan portfolio sales, and all public and private secondary market placements, including in CMBS and CRE CLO markets.

Workouts. We provide clients a seasoned, cohesive team of lawyers with demonstrated success advising financial institutions in restructures and workouts of the full spectrum of financings, including acquisitions, dispositions, restructurings, recoupments and other realization on collateral, including representing private, governmental and quasi-governmental clients on distressed real estate projects, counseling commercial landlords on bankruptcy petitions filed by tenants and advising general contractors and construction managers on subcontractor bankruptcy.

REITs and Real Estate Operating Companies. The group includes thought leaders on the cutting edge of real estate finance who, partnered with our “US Tax Law Firm of the Year” (International Tax Review’s Americas Tax Awards 2024), counsel clients on all aspects of REIT taxation. We advise publicly traded REITs, private REITs and real estate operating companies at all stages of their life cycles.

Real Estate Equity Funds. Our deep experience advising on the structuring and formation of the full spectrum of real estate funds, including those adopting a private REIT structure in order to optimize tax efficiency sets us apart from the competition. We also represent fund sponsors and funds themselves in all real estate investment strategies. Our multidisciplinary approach ensures we efficiently and effectively help our clients address the challenges presented by today’s real estate economy.