The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Jordan M. Hook has a prominent finance practice counseling clients through complicated negotiations and closing high-stake deals. He represents financial institutions in a wide range of domestic and cross-border large-cap and middle-market transactions, including leveraged cash flow and asset-based credits, acquisition financings, syndicated and private credit transactions, club and bilateral deals, unitranche loans, first and second lien loans, refinancings, and dividend recapitalizations as well as private placements of secured and unsecured high-yield bonds. He also has experience representing lenders in debtor-in-possession financings, restructurings, and workouts, as well as representing corporate borrowers in a variety of financing transactions.
Mitchell G. Zuckerman is a partner in the global finance practice of Paul Hastings and is based in the firm’s New York office. Mitch’s practice focuses on the representation of leading commercial and investment banks and alternative lenders in large-cap and middle-market leveraged finance transactions. His expansive finance experience includes domestic and international sponsor-led acquisition financings, recapitalizations, first lien/second lien and asset-based credit facilities, project finance transactions, and secured and unsecured high-yield bond issuances. Mitch also represents financial institutions in connection with liability management transactions and both in-court and out-of-court restructurings, including debtor-in-possession and exit financings.
Describe your practice area and what it entails.
Jordan: My practice focuses on assisting clients with complex finance transactions and entails structuring, negotiating, and closing domestic and cross-border financings and restructurings, including distressed lending, across several different industries. It requires that I continuously remain aware of the evolving deal terms in the market so that I can consistently address any concerns my clients may have when protecting their interests.
Mitchell: I represent lenders in complex large-cap and middle-market financing transactions, most often in the form of credit facilities in connection with leveraged buyouts (LBOs) by private equity firms. Other financings include recapitalizations, special situations (both pre- and post-bankruptcy proceedings), post-construction project finance, and high-yield debt issuances. I advise my clients throughout the deal cycle, from structuring and commitment letters to long-form documentation and closing, helping negotiate for their preferred terms and providing valuable market insight. I also counsel my clients in bespoke circumstances outside of regular-way financings, such as situations in connection with liability management transactions. It is a fast-paced practice that is constantly evolving, and while it keeps you on your toes, it is always interesting.
What types of clients do you represent?
Mitchell: My client base is wide-ranging and, especially over the past few years, is roughly evenly split between “bulge bracket” commercial and investment banks and private credit funds. I help them underwrite some of the largest LBOs across from preeminent private equity sponsors. Some representative matters from this year include advising Blue Owl, Blackstone, and Ares in Permira’s $7.2 billion take-private acquisition of Squarespace and representing Ares, KKR, Apollo, Oaktree, HPS, and Goldman in connection with Legends’ acquisition of ASM Global.
What types of cases/deals do you work on?
Jordan:
- Advised the financing sources for a $2.5 billion financing in connection with Bain Capital’s $4.5 billion take-private acquisition of Envestnet, Inc. (NYSE: ENV), a leading provider of integrated technology, intelligent data, and wealth solutions.
- Advised Barclays and the other initial purchasers in connection with Surgery Partners’ $800 million high-yield senior notes offering.
- Advised Goldman Sachs Group, Inc., and other financing sources in Thoma Bravo, LP’s $5.3 billion all-cash acquisition of U.K.-based AI cybersecurity company Darktrace plc.
- Advised the financing sources in connection with Partners Group’s acquisition of The Rosen Group, a leading global provider of inspection services for energy infrastructure assets.
- Advised the lead arrangers on the $5.6 billion financing for the investment by KKR into the healthcare data analytics firm Cotiviti, joining existing investor Veritas Capital.
How did you choose this practice area?
Jordan: During law school, I had an opportunity to become a summer associate at a large law firm and worked in a few different corporate practice areas. I was drawn to the finance practice because of the fast pace of the deals and the excitement of negotiating complicated terms. I enjoyed working with financial institutions and the complexity of the types of agreements that required a deep understanding of market knowledge and the overall business objective for each client. Knowing that clients rely on me to develop a strategy and negotiate on their behalf so that they are successful in realizing their goals is truly rewarding.
What is a “typical” day like and/or what are some common tasks you perform?
Jordan: No two days in my practice are ever the same. While I may start the day with a clear plan, the fast-paced nature of finance transactions often requires adaptability and quick thinking. A typical day might include drafting and reviewing complex documentation, analyzing deal structures, and collaborating with clients to refine strategies and approaches. I also spend a significant amount of time negotiating terms with opposing counsel, ensuring my clients’ interests are protected while keeping transactions on track. Each deal presents unique challenges, requiring a tailored approach rather than a one-size-fits-all solution. The variety and complexity of the work keep me engaged and constantly thinking creatively to deliver results for my clients.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Mitchell: While law school tends to focus more on litigation than transaction practices, taking corporate law classes, especially those covering contract drafting, secured transactions, and corporate finance are valuable for my practice. Additionally, some schools have negotiation seminars and Accounting 101 courses; if available, these are highly recommended, as they equip attorneys with the skills and financial language to communicate effectively with clients. While classroom knowledge is useful, hands-on experience is crucial, and any new attorney should seek out mentors who are willing to guide them early on in their career and should spend the time and energy to continually learn, ask questions, read everything, and follow market changes in order to grow themselves professionally.
What is the most challenging aspect of practicing in this area?
Mitchell: My practice is particularly challenging due to its constantly changing nature. Deals vary widely, and priorities can shift quickly, often with tight deadlines, and I am constantly managing multiple transactions simultaneously, which requires adaptability. Given that my practice is almost exclusively on the lender side, it is always foremost in my mind that, while I need to zealously advocate for my client’s best interests, the opposing counsel across the negotiating table is effectively representing my client’s client and everyone ultimately wants to get to a suitable agreement. While that is challenging, it is also very rewarding, as my transactions largely result in a win-win outcome where all parties are satisfied.
What is unique about your practice area at your firm?
Jordan: Our practice is unique because of the breadth of our expertise in a wide variety of financing transactions in different industries and in several parts of the market. The Paul Hastings global finance practice group’s ability to forge long-standing client relationships is evidence of our market-leading advice and leading client service. We continue to represent the biggest and most sophisticated global banks, private credit funds, and specialty lenders in many of their most significant and complex lending transactions, including special situations and distressed lending. Our team is also regularly designated by the largest and most sophisticated private equity firms to represent lenders on their buyouts and related financing matters.
What are some typical tasks that a junior lawyer would perform in this practice area?
Jordan: Junior lawyers will often start off drafting and revising ancillary documents and tracking the status of documents, signature pages, and Uniform Commercial Code filings on a closing checklist. However, one of the great aspects of our practice is that we do not slot associates into a particular role based on their class level. Associates at all levels are encouraged to take on as much responsibility as they are comfortable with and, by showing their competency, are afforded the opportunity to take ownership of more difficult documentation and lead the negotiation of more complex aspects of their deals.
What kinds of experience can summer associates gain at this practice area at your firm?
Mitchell: Our summer associates are treated just like any junior attorney during their time with our group. They might work on closing checklists, ancillary deliverables, and due diligence and help revise loan documentation, and generally, they are actively involved in all phases of a transaction, gaining hands-on experience and a comprehensive understanding of the finance associate role. Each summer associate will be afforded exposure to client meetings, negotiations, strategic discussions, and networking events, gaining practical experience that helps develop problem-solving and critical-thinking skills while also receiving insight into the fast-paced, high-stakes environment of a global finance practice.