Mezzanine Lending


  • Borrower Representation

    Represented a developer in a $94 MM first lien construction loan and $65 MM subordinate mezzanine loan for the for the development of a downtown 18-story, 500,000 square feet office

  • Lender Representation

    Represented the proprietary debt and equity banking arm of comprehensive capital provider in financing the development of a senior and assisted living project in New Jersey, involving an (i) A/B Note



For lenders and investors providing mezzanine debt and other types of junior capital, we offer legal services with a distinctive blend of deal experience, expertise and practical counsel. Handling a significant number transactions in the past couple of years, our lawyers routinely represent regional, national and international banks and non-bank investors, such as small business investment companies (SBICs), business development companies (BDCs), in structuring and negotiating complex mezzanine finance transactions, including deals requiring multiple layers of financing. We are creative yet pragmatic in structuring deals, closely attuned to the market and our clients’ businesses, and fundamentally solution-oriented. Instead of over-complicating transactions, we take a deal driven approach focused on reasonable market terms to achieve the best and most efficient outcome.

Our team represents financial institutions as lenders, issuers, underwriters, credit enhancers and servicers; and we also represent mezzanine borrowers from multi-national corporations to emerging entrepreneurial businesses. Our Finance attorneys offer extensive experience in structuring and negotiating mezzanine transactions for such activities as:

  • Management buy-outs
  • Leveraged acquisitions
  • Bridge financing
  • Growth capital
  • Recapitalizations
  • Restructurings
  • Portfolio purchases and sales
  • Real estate “gap” financing

Our Firm handles investments in a diverse range of industries, such as energy, health care, financial services, food and beverage services, education, media and communications, software, information technology, distribution, transportation, construction and manufacturing. For the energy industry, in which our finance attorneys are deeply rooted, we have advised and represented major mezzanine lenders in such specialized transactions as production-based mezzanine financing, reserve-based mezzanine financing, formation of new mezzanine lenders and crafting of debtor-in-possession financing.

Among the full range of services our attorneys provide are:

  • Negotiating, documenting, and consummating transactions
  • Forming and administering mezzanine funds
  • Fund structuring and closing
  • Negotiating subordination and intercreditor arrangements
  • Providing tax and structuring advice
  • Executing clients’ exit strategies

Our Mezzanine Finance practice is supported by attorneys with deep experience in private equity deals, senior secured lending and mergers and acquisitions. Backed by the strength of a full-service business and litigation Firm, we specialize in integrated deal management with lawyers in all sections of our Firm. We provide thoughtfully tailored counsel, with heavy involvement and oversight by senior lawyers, while offering clients significant value. Priding ourselves on the trust and confidence we build with clients, we are fortunate to enjoy relationships that span decades.