What are some exit options for Debt Finance and Project Finance? Forum

[Anonymous User]

And what are some of the day to day tasks of being a debt finance or project finance lawyer? My understanding is that the exit options are generally narrow compared to M&A or Capital Markets, but I'd love to hear about what current attorneys think about these areas. Currently sitting on a few offers from firms strong in one or both of these practices.

[Anonymous User]

Current associate at NYC v5 with strong Lev fin/proj fin practice, focusing on borrower/issuer side work.

Exit options skew towards banks (in house legal), even given that we rep borrowers. It's possible to go a fund and do legal/compliance there as well. There are opportunities at large strategics, like oil/electric majors and project contractors (bechtel or GE) but these seem to me to be less common.

I don't see many people move to other cities at firms as the practice is pretty NYC centric.

[Anonymous User]

4th year debt associate. from experience and consensus among my fellow debt associates is that exit options are pretty slim and worse than our counterparts in m&a and securities. all public companies have ongoing securities issues, and m&a just gives you such broad exposure, but no company really needs a full time debt lawyer. typical exit options are mainly limited to banks. however I know a bunch of former debt associates who are in general-counsel type roles but these were mainly gotten via networking. it's going to be hard to sit in an interview and explain to someone how spending 4 years drafting credit agreements gives you the know-how to be their counsel on general corporate matters. other times I've seen it work is when you specialize in an industry. like doing only energy finance deals may help you go in house into a company in that specific industry.

[Anonymous User]

Thank you both for the replies above. Have you both found the practices to be enjoyable? Finance practice areas in general seems very technical compared to something like M&A. I am assuming there is less due diligence if you're working on the borrower side of Debt Finance, compared to lender side. Do you think that makes a material difference (diff between working with lender v. borrower side) in terms of day to day tasks and exit options?

[Anonymous User]

Thank you both for the replies above. Have you both found the practices to be enjoyable? Finance practice areas in general seems very technical compared to something like M&A. I am assuming there is less due diligence if you're working on the borrower side of Debt Finance, compared to lender side. Do you think that makes a material difference (diff between working with lender v. borrower side) in terms of day to day tasks and exit options?

second anon from above. I don't understand why finance associates would need to do due diligence - although I have heard many who complain about it. we don't do any here. i've heard acquisition finance that is tied to m&a can be pretty hectic. im in a very niche type of finance that is not related to m&a (e.g. a form of project finance), and the lifestyle is way better than my counterparts in m&a and securities. as a junior especially its pretty chill because you have no diligence and most things are way above your head. its very technical though and you definitely learn a lot about the mechanics of loans/financing. there are parts of a credit agreement i still have trouble breaking down, and its definitely more complicated than a purchase agreement. I do both borrower and lender. each has its cons and pros, but don't know if I would really say one is better than the other. they just involve different responsibilities.

[Anonymous User]

First anon reply from above.

It's definitely more technical. Anyone can negotiate an M&A nda but even the ancillary documents to a big credit agreement (i.e. Security/collateral documents, intercreditor agreement, etc) can be super complex. This can make be a junior on a deal difficult, but the upside is very little to no diligence (will mostly be limited to looking at company's other debt/indentures/etc that will affect your deal, and then whatever you need to give an opinion, if needed). The worst part of m&a (which I've also done) is the process - there are so many parties and so much back and forth that you're serving more in an organizational role than a "substantive legal work" role. Credit is broadly less like that, especially at the junior level. At least in my experience.

As to whether repping banks/borrowers is better - probably easier to exit to a bank from a bank side firm like milbank, Latham or Cahill, but you probably get more interesting experience repping borrowers because you see more novel client issues. Either way difference is on the margin.

[Anonymous User]

4th year debt associate. from experience and consensus among my fellow debt associates is that exit options are pretty slim and worse than our counterparts in m&a and securities. all public companies have ongoing securities issues, and m&a just gives you such broad exposure, but no company really needs a full time debt lawyer. typical exit options are mainly limited to banks. however I know a bunch of former debt associates who are in general-counsel type roles but these were mainly gotten via networking. it's going to be hard to sit in an interview and explain to someone how spending 4 years drafting credit agreements gives you the know-how to be their counsel on general corporate matters. other times I've seen it work is when you specialize in an industry. like doing only energy finance deals may help you go in house into a company in that specific industry.

Somewhat agree with this but wanted to paint a slightly rosier picture. 3rd year debt associate, ~V30 - started applying to in-house jobs earlier this year and had much greater success than I expected given that finance work is generally not considered as marketable as M&A/securities. None of the jobs I interviewed with were at banks, fwiw, and all were just through a general application process (no networking connection etc) - I think at the junior/rising midlevel stage of doing corporate in biglaw, unless you are doing something super niche, you can market yourself and your experience for almost any position. Based on my experience, I would say most employers who are looking around to hire people around the 3-4 year mark are more focused on the fact that you came from a strong biglaw firm and that it can therefore be assumed you have an impressive background and were trained well in a tough environment, doing demanding work on sophisticated deals. I think that becomes a harder argument to make as you get more senior and hit the 5+ year mark. Frankly, I tend to think debt associates have more generalist work experience than associates in other corp groups as you get exposed to M&A, securities, funds, restructuring, real estate - but thats just my opinion, and I have definitely found it to be true that my colleagues in M&A have a wider range of exit options at their fingertips.

[Anonymous User]

any thoughts on where project finance falls on the exit option spectrum? sounds like a very interesting practice area.

[BernieTrump]

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[v5junior]

It is high stress and high hours, without the in-house exits that accompany M&A. Only bankruptcy has worse exits, and even general litigation is better. There are plenty of issues with going in house, but finance lawyers (especially if they've been there too long for someone to think they can retrain them in something completely different) don't even get the option many times. No transferable skills and no companies need this in-house. It is harder than other practices to make partner for reasons beyond the scope of this message. There is no lottery ticket to partnership, even if that's what you want, and no good way out.

It's extremely unstable in down times, as these are the first people to get fired in recessions. Firms went from 40 finance associates to 4 overnight in 2001 and 2008. The Latham/CWT purges of 2008 and 09 were not done at random, they hit 80% of the debt juniors and mids. If debt markets seize, finance associates go months without billing an hour.

Lastly, your clients are exclusively PE firms (borrower side) and banks (lender side). They're the worst and most unrealistic clients in a firm.

I practice in a niche of M&A, but I deal with debt lawyers daily, and I did a little debt when I was junior. I don't like my job, but debt is one of the where I can say it could be worse.


This all applies to practices for PE borrowers and the banks that lend into those deals, but that is a huge percentage of the practice across biglaw. I don't know enough about structured or project finance to have an opinion.

The debt practice at my firm is the consensus lifestyle group among the major corporate practices. Clients include strategics, banks and some PE firms. Otherwise this is correct.

[Anonymous User]

project finance associate here, and I don't think the above is true. I think it is very dependent on what type of "projects" you finance, i.e. what industry you are in. there are firms with general project finance groups, and then ones that specialize in energy/oil, or aircraft, or ports, or some other niche within project finance. thus, I don't think you can broadly categorize all project finance practices in one bucket. further, since it is very industry specific, I've seen some people move into very interesting exit options (think quasi legal/business role), but I think this is the exception than the norm. in general, I don't think finance, including project finance, associates have the best exit options.

[Anonymous User]

project finance associate here, and I don't think the above is true. I think it is very dependent on what type of "projects" you finance, i.e. what industry you are in. there are firms with general project finance groups, and then ones that specialize in energy/oil, or aircraft, or ports, or some other niche within project finance. thus, I don't think you can broadly categorize all project finance practices in one bucket. further, since it is very industry specific, I've seen some people move into very interesting exit options (think quasi legal/business role), but I think this is the exception than the norm. in general, I don't think finance, including project finance, associates have the best exit options.

where have you seen PF people exit into? generally banks i assume? or is sponsor side a possibility as well?

[Anonymous User]

one went to a hedge fund investing in that industry (had Wharton undergrad), another went in-house into a company in that industry, and one (at counsel level) went into the business side of a company in that industry after becoming very close with a certain client. via connections, a few went in-house into completely unrelated fields. the above though is certainly not representative. the vast majority I know just bounce between firms.

[Anonymous User]

can any project finance associate at Milbank share some insight?

[Anonymous User]

the vast majority I know just bounce between firms.

ah i see. and for the people who just bounce between firms... is that generally by choice or because they couldn't find anything else in-house wise.

[Anonymous User]

Is the situation any different for associates in real estate finance representing borrowers and lenders? It seems like structuring mezzanine loans isn't exactly a skill companies need in house, except for development companies and REITs.

[Anonymous User]

bump. would love to hear more from current attorneys in these practices

[Anonymous User]

bump for more experiences/stories.

also, debt finance/leveraged finance/banking all effectively refer to the same practice right? some firms have different labels for it it seems. im just worried about the exit ops from this practice. it seems like a lot of people end up at banks afterwards but not sure how competitive those spots are...

[Anonymous User]

can any project finance associate at Milbank share some insight?

I worked at MTHM for a few years in the project finance practice before bouncing to law school so can offer some insight.

Many of the folks who work there either, as some others have indicated, go to another firm, or move in-house at some of the big sponsors we used to sit across from. Some moved to banks and actually are now bankers. One guy departed and is now pretty senior legal at MS. Some just moved to generally big corporates in the energy space (think Exxon-Mobil type companies). The lifestyle itself is actually pretty chill compared to the lifestyle on the other side of the floor, Leveraged Finance, which typically focuses on lender-side representation in acquisition financings and drafting eleventh-hour commitment papers and the like. Hours we kept were usually 10-7, with some folks logging in at night from home. The LatAm teams can be a bit more hectic because shit just seems to go sideways more often in Latin America. Deals understandably take much longer so you can plan your schedule a bit better and working with banks who typically serve in some kind of agent role to the lender consortia was hugely helpful in terms of developing working relationships with people. If you were working with a sponsor like Abengoa or Ecopetrol for example, those guys aren't necessarily doing that many deals in a given year. There's also a lot of one-off shit you might have to do in the practice related to existing credit facilities like e.g. drafting waivers related to a drawdown during construction phase.

What I can say at Milbank PF is this: they are unquestionably some of the best PF lawyers on the street. Jon Green is a standout negotiator and has first-rate knowledge of the space, and listening to him command a conference call will floor you. Bill Bice is the go-to lawyer for many big banks doing deals in the energy space (think e.g. Santander) in North America and he is again the kind of lawyer who bankers will call with a deferential tone because he's one of the few who has just managed to absorb so much business information along the way that he is just revered on the other side of the call. In terms of the practice, they are on many notable transactions and the training is excellent. Be wary that many people go to the practice because they see it as the "crown jewel" practice of the firm (this is, in my opinion, an outdated view) and so you see a lot of burnout from preftige whores after 1-2 years because they ascribed to the aspie law student philosophy that "all transactional work is the same". It's not, and anyone who has done project finance for just six months will begin to understand that that's not the case.

While the New York practice is largely concentrated on LatAm (and I mean HEAVILY concentrated here, especially in Brazil, Mexico, and Colombia) the firm also does a lot of really big renewable deals in North America. In my time there I worked on electric, solar, biomass, etc. deals, some extremely large transportation deals, as well as your standard industrial shit like paper processing plants and oil tankers and whatnot. We are lender's counsel but unlike being lender's counsel in the lev fin/banking side of the house you will take the pen on a lot of different agreements that require you to really dig in and understand the mechanics of a business model (see e.g. toll road agreements). Shit is crazy.

People-wise, they are some of my favorite people in the world, and I continue to go ham with many of them when I can get a spare second. Had I not gone into finance instead at a bank that still works with some of my friends there I would hands down have continued to work there. I turned down a number of V10 offers to summer there again, and I still think fondly of my time there. Cannot emphasize how much I loved working at 1 CMP.

[Anonymous User]

^wow thanks for that post. do you have a throwaway i can PM you/e-mail you at if you want to stay anon?

the "crown jewel" practice of the firm (this is, in my opinion, an outdated view) and so you see a lot of burnout from preftige whores after 1-2 years because they ascribed to the aspie law student philosophy that "all transactional work is the same".

if not, would also love it if you can expand on the above, especially the bolded.

[MilbankAlum]

^wow thanks for that post. do you have a throwaway i can PM you/e-mail you at if you want to stay anon?

the "crown jewel" practice of the firm (this is, in my opinion, an outdated view) and so you see a lot of burnout from preftige whores after 1-2 years because they ascribed to the aspie law student philosophy that "all transactional work is the same".

if not, would also love it if you can expand on the above, especially the bolded.

Sure. Anon from above. Feel free to PM or post here as needed.

It's an outdated view because of a few things:

1. the Leveraged Finance team has increasingly been working on higher profile and more complex deals (see e.g. Solera second lien / pref tranche) since 2011 and the acquisition of six partners from Latham's practice

2. the Financial Restructuring practice is just as, if not more well respected within its respective space

3. the firm has made deep investments in its white collar litigation practice with Antonia Apps (USAO-SDNY-Criminal Chief) and George Canellos (SEC-Enf Director) coming aboard, and that trend is sure to continue (Scott Edelman is a former SDNY AUSA and WLRK lit alumnus). For example, the firm is currently representing Renaude Laplanche, disgraced founder of LendingClub, in certain civil matters--and I don't have inside information on this but would venture a guess given street rumors of a grand jury being called--criminal ones as well.

The PF team has not "fallen from grace" by any means but this is not the Milbank of the mid-2000s that was going gangbusters on LatAm deals and otherwise asleep at the wheel. If you are seriously considering Milbank transactional, the only groups I would avoid are Corporate (representing lenders means we got conflicted out of a ton of private M&A deals) and Real Estate. The rest is really a matter of 1) what are you interested in and 2) which group's culture do you like best. The firm prides itself on really being a collection of miniature firms with their own distinct but cooperative cultures, and everything in my experience has led me to believe that that is the distinguishing feature of Milbank that sets it apart from many of its peers.

EDIT: Also just want to emphasize that all of my commentary relates to the New York office alone. Cannot speak to LA and DC. DC does some PF but I think it's like 1 or 2 partners working on occasional US-ExIm (read: relationship management) deals, so imagine the vibe is quite different. LA does a good deal in the renewables space and has some well-respected partners but I imagine there would be substantial differences from NY.

[Anonymous User]

Just wondering.

Could anyone speak to the exit opps for someone leaving Cahill Gordon's transactional practice? Are they more or less, similar to that of Milbank

[MilbankAlum]

Just wondering.

Could anyone speak to the exit opps for someone leaving Cahill Gordon's transactional practice? Are they more or less, similar to that of Milbank

I've never worked there, but I'll say this: Cahill transactional is a pretty niche practice that just focuses on high yield debt issuance. I don't subscribe to the philosophy that "being a debt lawyer = no exits" but I do think you narrow the scope a bit to things like going in house at a bank, maybe getting some kind of investing gig at a distressed credit place if you have the background for it (and personally, while I like the idea of distressed credit investing, doing that for the rest of my life would fucking kill me), and really just jumping to a bit more of a generalist capital markets or other role. One thing to keep in mind is that while with banking/credit the landscape of secured lenders at least in the middle market is changing quite a bit as BDCs and other types of non-traditional lenders come to fill in gaps left by regulators. This means that while traditionally these guys might have exited to banks, there is increasingly an opportunity for these roles to be filled at BDCs, PE shops, and even companies like Koch that are entering the financing game. However, this is less true of underwriters' counsel, primarily because securities issuance is still very much done by the banks and doesn't show much sign of changing. Thus the primary exit for you in this type of practice, without investment grade or equity experience, is really going to be pretty narrow. My $.02.

Will say that exit opps are actually somewhat common at Cahill. Not the case at my bank but I know a couple of folks at Cahill who exited to the bank side after doing secondment gigs.

[Anonymous User]

This is a great thread. I am copying my post from another thread on Credit/Banking exit options here in case anyone is still around. Would particularly love to hear from some of the anons on this.

I am a third year who has done banking/finance work exclusively at my V30 firm. Started in NYC and moved to a secondary market (city of ~1MM), but the secondary market does not have a strong finance industry. Almost all of my clients are based in NY and I do very little local work.

I really enjoy what I do but I know I'm not going to stay at this firm forever. Definitely not going to go for partner. I think I could do this for another 3-4 years max. That said, I really want to stay in this secondary market.

There's almost no firms in the secondary market that have finance lawyers, and I don't think I would want to switch to a different firm anyway. There seem to be plenty of in house startup types of jobs here, but I can't tell how stable these are over the long run. The other in house jobs seem rare. And I'm also not certain that I have the skillset that they are looking for. There are no banks or other big financial institutions with headquarters here, so that option is sort of out. Some PE shops, but generally speaking, the in house lawyers there seem to work just as bad of hours as we do.

I wouldn't mind taking a large paycut when I move. A more lifestyle friendly place is strongly preferred but I don't really need to leave at 5pm every day. And I would like something somewhat engaging and challenging, although I don't expect it to match the chaos/rigor of big firm life.

Any tips for developing a plan? I feel pretty directionless other than just focusing on my work at the firm. I guess I should try to get out more into the local legal scene and network more. My contacts are very limited here.

[Anonymous User]

Anon from earlier.

Is it possible to lateral to other firms once you become specialized in the debt capital markets space? If so, is this a frequent occurence or is it mostly networking?

Also, are there any courses/materials that I could look at so that I will at least become more familiar with the material before the summer?