Credit Funds

Ropes & Gray attorneys focus on the most critical business needs of our credit fund clients, providing seamless advice across a range of leading legal practices.


The world's leading asset managers turn to Ropes & Gray for cutting-edge advice encompassing all aspects of the formation and operation of credit, structured finance and direct lending funds. Our experience across the funds spectrum and in a wide variety of lending and financing transactions allows us to craft innovative solutions tailored to the unique needs of these credit-focused managers. 

Ropes & Gray understands the unique, interconnected business and legal needs of credit-focused asset managers, drawing on our multi-disciplinary, global teams to offer credit fund managers tailored solutions across all parts of their business lifecycle:

  • Fund Formation & Management Company Matters
    • Private and registered/retail fund formation (including business development companies)
    • Management company formation and corporate transactions
    • Seed investment transactions
  • Fund Operations & Regulatory Compliance
    • Ongoing fund operations, regulatory and compliance counseling
    • Derivatives documentation and regulatory compliance
  • Credit Fund Borrower Financing Transactions
    • Co-investment and subscription/capital call leverage facilities
    • Structured finance transactions, including CLOs
  • Fund Investments & Debt Transactions
    • Liquid credit investments, including EU-U.S. risk retention structuring
    • Illiquid credit investments, including direct lending
  • Distressed, Special Situations & Restructurings
    • Special situations investments/distressed situations
    • Restructurings, in-court (bankruptcy) and out-of-court proceedings
  • Litigation & Enforcement
    • Intercreditor disputes, commercial and securities litigation, tax controversy
    • Regulatory examinations, enforcement investigations and proceedings



Experience, Clients & Awards

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 Angelo, Gordon on fund formation matters for the launch of its market leading direct lending platform and on its energy credit opportunities platform, including the launch of AG Direct Lending I, AG Direct Lending II and the $2.3 billion AG Direct Lending III.
  • Advising Athyrium Capital Management on the formation and launch of numerous fund products, including its flagship $1.2 billion health care debt and royalty fund, as well as hedge fund, management company and seed investor arrangements.
  • Advising Benefit Street Partners as fund formation counsel on numerous credit opportunities funds, senior and direct lending products, risk retention and structured credit products, including $1.75 billion flagship fund, separately managed account platform, insurance dedicated products (IDFs), Volcker-compliant products and complex tax structuring unique to a range of credit products.
  • 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 special situations, including through direct lending.
  • Advising PIMCO in connection with the formation of numerous funds. Some examples include PIMCO’s flagship open-end credit and direct lending fund, a fund which rolled investments from a PE-style fund into a distressed senior credit opportunity hedge fund, and the formation of two hybrid funds which invest in mortgage-backed assets and other structured products.
  • Advising a leading global asset manager with more than €500 billion in assets under management as fund counsel on numerous hedge funds, including on the launch of their open-ended infrastructure debt fund.
  • Advised Hamilton Lane on the formation and operation of multiple strategic opportunities funds making credit-oriented investments with consistent cash yield, shorter duration and attractive risk-adjusted returns, including most recently the Hamilton Lane Strategic Opportunities Fund V, a $760 million fund.
  • Advising a leading credit manager on the formation of a $3 billion senior loan fund to provide financing solutions for middle-market private equity-backed transactions.
  • Advising Schroders in connection with its US private funds business, including the launch of a credit fund as well as collective investment trusts pursuing credit strategies.
  • Advising CIFC Asset Management on its open and closed-end credit funds, including its risk retention funds, investment grade debt and senior secured funds, and in the organization of a CLO-focused credit fund.


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:

  • 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:

  • Represented Sixth Street Partners in connection with its increase to an existing senior secured facility previously provided by Sixth Street Partners to Caris Life Sciences.
  • Advised Lightship Capital, an affiliate of American Industrial Partners, in its $195 million second lien credit facility to an entity that designs and builds energy infrastructure, and in the related intercreditor arrangements with the existing syndicate of first lien lenders.
  • Advised a lender in connection with $310 million first lien, second lien and asset based credit facilities for Wilton Brands LLC.
  • Advised a group of private credit funds in connection with a $145 million first lien term loan to fund the acquisition of a racetrack and year-round entertainment center.
  • Advised Siguler Guff Small Business Credit Opportunities Fund in connection with a US$18 million term loan to fund the acquisition of DeIorio Foods, Inc., a leader in the frozen dough industry, by Rudolph Capital.
  • Advised Avista Capital Partners on its €305 million financing of its acquisition of a Belgian target Vision Healthcare with financing provided by Hayfin.
  • Advised Bain Capital Credit and Intermediate Capital Group as lenders on the financing in connection with Ardian’s acquisition of Study Group.
  • Advised KKR Credit and Partners Group as second lien lenders on Nordic Capital’s successful €1.1bn bid for Alloheim.
  • Advised Chinese e-commerce giant in its secured direct lending to a private China healthcare chain.
  • Advised various Asia-based investment funds on the direct lending to a leading international fashion company based in Hong Kong.
  • Advised an investment firm in connection with a $600 million private placement of notes issued by a Japanese gaming company.

Representative real estate transactions include:

  • Represented BXMT as borrower in closing over US$15 billion in repurchase and secured credit facilities to finance BXMT’s global commercial mortgage loan portfolio and originations. In addition, we have closed nearly 250 commercial mortgage loan financings on the various repurchase and secured credit lines.
  • 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.
  • Advised a commercial real estate credit REIT on a platform of repurchase and secured credit facilities to finance Colony’s commercial mortgage loan portfolio, providing over $2 billion of credit capacity.

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 New Mountain Capital in its successful $350 million purchase of Aceto Chemical Corporation, a chemical importing company that filed for chapter 11.
  • Advised Elliott Management Corporation in respect of its investments in EFH/EFHI (TXU) and its consortium bid for the majority interest in Oncor, the Dallas-area regulated electric utility.
  • Advised a private equity firm in the restructuring of Breitburn Energy Partners, including new money rights offering and exit governance and liquidity terms.
  • Advised a REMIC trust in the acquisition through foreclosure of two casinos in Mississippi through a REMIC compliant structure (opco/propco) structure). Additionally, advised those casinos in a subsequent change of management and implementation of equity incentive plan.
  • Advising one of the largest U.S. investment funds in relation to the distressed Pendragon portfolio of U.K. car showrooms, including:
    • The equity funded acquisition implemented by way of receivership sale followed by pre-pack administration sale in the UK
    • The arrangement of post-acquisition debt facilities to refinance the purchase price
    • The subsequent sale of the property portfolio
  • Advising KKR Credit in relation to the restructuring of its debt and equity investments in a manufacturing group primarily based in India.
  • Acting for Sixth Street Partners and the European mid-market investing arm of a global investment bank in connection with their joint acquisition of the Cooper Portfolio from Lloyds Banking Group

Representative bankruptcy and restructuring experience includes:

  • Lead counsel representing Elliott Management Corporation as one of largest unsecured creditors in the Chapter 11 cases of Energy Future Intermediate Holding Company LLC and its debtor affiliates, Windstream Holdings & PG&E Corp.
  • Represented The Official Committee of Unsecured Creditors of Weatherford International, plc, a multinational oil service company, in chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas. Weatherford was one of the world’s leading providers of equipment and services used in drilling, evaluation, completion, production, and intervention of oil and natural gas wells and had approximately $8.35 billion of funded debt claims.
  • Represented a leading private equity fund as a Second Lien Lender to Checkers Holding Corp.

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. 


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
  • Angelo, Gordon & Co.
  • 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
  • Monroe Capital
  • Schroders
  • Siguler Guff
  • Strategic Value Partners

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
  • 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.”

Top-notch team that is able to service all of our needs and is very efficient in providing effective advice. They really shine with respect to client service and depth of knowledge.

Chambers USA