The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Ben Ludewig is a partner in the Debt Finance Practice of White & Case's New York office. His practice focuses primarily on the representation of major commercial banks, investment banks, private credit providers, private equity sponsors, and corporate borrowers in a wide range of lending transactions, including secured and unsecured syndicated financings, leveraged acquisitions, debtor-in-possession and exit financings, general corporate lending, and liability management transactions.
Ben was a summer associate in White & Case’s New York office in 2016 before joining White & Case full-time following his graduation from Duke University School of Law in 2017.
Describe your practice area and what it entails.
I am a partner in White & Case’s Debt Finance Practice, where I have experience representing investment banks, commercial banks, private credit providers, private equity sponsors and corporate borrowers in both domestic and cross-border financing transactions. These financing transactions primarily consist of both secured and unsecured acquisition financings to fund leveraged buyouts, financings for general corporate purposes, refinancings and dividend recapitalizations, as well as debtor-in-possession and exit financings, and distressed lending transactions.
What types of clients do you represent?
White & Case’s Debt Finance Practice has both a strong lender-side practice, with a wide variety of clients ranging from major commercial and investment banks to private credit funds and other direct lenders, and a strong borrower-side practice, with a wide variety of clients ranging from private equity sponsors and their portfolio companies to general corporate borrowers. As a result, I have had the opportunity to work with a diverse group of clients during my time at White & Case. Recent representations include institutions such as Deutsche Bank, Blue Owl Capital, JPMorgan Chase, Oaktree Capital Management and Bausch Health.
Getting such broad exposure at the beginning of your career helps junior associates to quickly develop an understanding of the perspectives of the various market participants and, over time, allows mid-level and senior associates to build a strong understanding of both the broadly syndicated loan and private credit markets.
What types of cases/deals do you work on?
Most frequently, I work on acquisition financings in connection with leveraged buyouts by private equity sponsors and strategic buyers. Recent representations include (i) the representation of Deutsche Bank, as left-lead arranger, agent and lender, in connection with a $1.35 billion financing provided to Dave & Buster’s to finance its acquisition of Main Event; (ii) the representation of a group of private credit funds in connection with senior secured credit facilities provided to support Francisco Partners’ and TPG’s take-private acquisition of New Relic for approximately $6.5 billion; and (iii) the representation of a group of private credit funds in connection with senior secured credit facilities provided to support Thoma Bravo’s take-private acquisition of NextGen Healthcare for $1.8 billion.
I have also worked on a number of restructuring transactions. Recent representations include (i) the representation of the lead arrangers and lenders on a $300 million senior DIP facility and a subsequent $370 million exit facility provided to Hornblower Group, a provider of travel transportation experiences and the operator of the New York ferry, in connection with its filing of, and subsequent emergence from, chapter 11; and (ii) the representation of a group of lenders and the agent in connection with a comprehensive recapitalization transaction for Learfield Communications, a media and technology company focused on college athletics.
How did you choose this practice area?
I knew that I did not want to do litigation work after my first year of law school but, like many law students, I really did not know much about what corporate transactional work entailed. It was fairly overwhelming at first, learning about the different transactional sub-groups, so I am grateful that White & Case New York allows summer and first-year associates to try work in a variety of different groups before having to pick one practice area.
After taking on assignments in a few of the different transactional practice groups (including M&A, Capital Markets and Projects), I felt that regarding the Debt Finance deals I worked on that I was getting more substantive work than any of the deals I worked on in other practice areas, and I liked the direct client contact I was getting at such a junior level. I also found it appealing that the group does both acquisition financings as well as restructurings and distressed financings, helping to ensure that there will be plenty of work to go around even in a down market.
What is a typical day like and/or what are some common tasks you perform?
Things vary day-to-day based on deal flow and deal timing. One of the tasks I generally spend a lot of time on is contract drafting. Given the length and complexity of the documents we deal with (particularly credit agreements and commitment papers), any minor change to one provision often has implications to other provisions throughout the document and requires a careful review and analysis before making any changes. An example of this — there have been a flurry of repricing amendments over the course of the past 12 or so months, as borrowers have looked to take advantage of favorable market conditions to lower the cost of their existing debt. While one might expect an amendment to reduce the interest rate of a loan to require minimal changes (or just one change), it often needs to be done via a new “replacement” tranche, the drafting of which can be fairly tedious and time-consuming, and that needs to initially be done by the associates on a deal team.
Other tasks include correspondence and meetings with internal deal teams, clients, and opposing counsels, legal diligence and negotiating. Overall, Debt Finance work requires a lot of time spent on phone calls and even more time sending/reading emails.
What training, classes, experience or skills development would you recommend to someone who wishes to enter your practice area?
I would generally recommend taking Corporations / Business Associations, Secured Transactions, Commercial Transactions, Bankruptcy Law, as well as Contract Drafting and Negotiations in law school. I would also recommend taking foundational business school courses such as introductory Corporate Finance and/or Accounting courses if you do not have a business background from prior work experience or your undergraduate studies.
That said, the majority of the learning required for this practice area is done “on-the-job.” More important than taking any specific law school courses is to start reading or otherwise consuming business news and making that a part of your daily routine—whether it be watching CNBC in the mornings, reading the Wall Street Journal or subscribing to Matt Levine’s daily Money Stuff newsletter.
What is the most challenging aspect of practicing in this area?
The most challenging aspect of practicing in this area is probably the tight turnaround times for review and negotiation of debt commitment papers in the acquisition financing context. Debt commitment papers in the acquisition financing context are the documentation pursuant to which the debt financing sources for an acquisition will commit to provide debt financing on terms, and subject to conditions, that are heavily negotiated. Because of the fast-paced nature of M&A work, it is not uncommon to have less than a week to negotiate commitment papers (including review of a precedent credit agreement and the acquisition documents, completion of legal diligence and negotiation of a comprehensive term sheet), which may otherwise be a few weeks worth of work.
What are some typical tasks that a junior lawyer would perform in this practice area?
Specific tasks for junior attorneys will vary from deal to deal, but the fastest way for a junior attorney to provide value on a deal team is by staying organized and being responsive. Whether it is maintaining up-to-the-minute status trackers, preparing signature packets covering the correct parties and documents, scheduling meetings, running changes to documents or coordinating with specialists to provide input, the main skill required to excel at each of these tasks is being organized—making it important for new associates to quickly get in the habit of regularly checking their emails and finding a process that works for them in order to stay on top of email correspondence. In addition, in the lead-up to the closing and signing of transactions, no matter how proactive a deal team is about getting ahead on process items, urgent last-minute requests always tend to pop up. So, just being responsive and ready to jump in to help push things forward with little advance notice is an easy way for a junior associate to add value.
What kinds of experience can summer associates gain at this practice area at your firm?
At White & Case, summer associates are staffed on deals as if they are full-time first-year associates, ensuring that each summer associate gets meaningful work and a simulation of what life will be like when they are back at the firm full-time after graduation. Because of the fast-paced nature of Debt Finance transactions, even in a 10-week summer program, there is a good chance summer associates will have the opportunity to see a deal through from the preliminary “grid” and term sheet stages all the way to closing and funding.
What are some typical career paths for lawyers in this practice area?
There are many career paths for lawyers in the Debt Finance Practice. In my time at White & Case, I have seen lawyers leave the firm to take in-house positions at a wide range of companies across a number of different sectors, as well as financial institutions (including both banks and private credit funds). I have also had colleagues leave the firm to transition to business roles at banks and private equity funds.