Private Credit: Unitranche & Direct Lending Structures

Our Private Credit / Unitranche direct lending course trainer is a consultant, public speaker and author with expertise in private equity, Unitranche debt advisory, restructuring and infrastructure. He is a Senior Advisor to KPMG Finland, a Senior Advisor to Reorg EMEA Covenants, the leading provider of information to the European High Yield community, and a Senior Consultant to Grant Thornton UK.

Training programmes are provided to a wide range of blue-chip clients in Europe, Africa, the Middle and the Far East, North America and Australasia. In-house clients include banks (BNP Paribas, Société Générale, ING, Barclays Capital, Bank of China, RBS, SEB); lawyers (Baker & McKenzie, Skadden Arps, Sullivan & Cromwell, Cadwalader, Latham & Watkins, Weil, White & Case); advisory firms (Lazard, PWC, M&A International, KPMG, EY, Deloitte); PE firms (Cinven, Advent, Barings Asia, Waterland); corporates (Siemens, Airbus, Turkcell, Candy Crush, Gunvor, Statkraft) and governmental bodies (the UKLA, the EBRD, the ECGD, Omani Oil Corp.)

He qualified in South Africa both as a Chartered Accountant with Deloitte and as a lawyer with Hofmeyr, where he was involved in structuring several high-profile project financings, including BMW 3 Series, Ford Sierra, GM, Sappi and Mondi.

When he moved to London and joined Lazard Brothers as a corporate finance executive, he was involved in a wide range of public and private transactions. Subsequently, he joined Hoare Govett as an assistant director, where he acted as an advisor to smaller listed companies and was involved in several syndicated Euro-Equity Initial Public Offerings.

In 1991, he joined ABN Amro’s cross-border M&A team before being transferred to MeesPierson Corporate Finance as a Director in Cross-Border M&A, where he was also involved in several deals in Central Europe. During this time, he was a member of the EU-PHARE programme and advised the Estonian government on its privatisation programme.

He is the Programme Director at the City Business School, London, for Infrastructure Finance for the M. Sc. programme in Business Administration and Finance.

He is a member of the Institute of Chartered Accountants in England & Wales and the South African Institute of Chartered Accountants. He completed a BA and an LLB at the University of Natal and a B. Compt. (Hons) at UNISA.

Participants will:

• Understand the structure and evolution of the European direct lending and Unitranche market
• Review the main Unitranche structures used in sponsor-backed transactions (including bifurcated, structured and HoldCo PIK)
• Analyse key commercial terms and yield mechanics, including margins, call protection, PIK features and pricing protection
• Understand how documentation terms shape lender protections, including permitted baskets, covenants, headroom and equity cures
• Examine new developments in private credit structures, including delayed draw term loans and NAV/portfolio financing facilities
• Understand the increasing importance of portability provisions and sponsor exit mechanics
• Review key intercreditor and enforcement issues between super senior lenders and Unitranche lenders
• Analyse lender protections in stressed and restructuring scenarios, including guarantees, distressed disposals and covenant resets

Direct lending and Unitranche financing continue to grow rapidly across Europe as private credit funds play an increasingly significant role in leveraged finance transactions. Large inflows of institutional capital and the ability of funds to provide flexible and bespoke financing solutions have enabled direct lenders to compete directly with traditional bank-led leveraged loan markets.
 
As the market has developed, Unitranche financing has evolved well beyond its original structure. Funds now provide a wide range of products, including structured and bifurcated Unitranche facilities, holdco PIK instruments and hybrid capital structures alongside traditional bank facilities. Increasingly, lenders are also providing undrawn facilities such as delayed draw term loans and acquisition or capex lines, allowing sponsors to fund future growth and acquisitions.
 
Another important development is the emergence of portfolio-level financing solutions such as NAV facilities, which allow sponsors to unlock liquidity from mature portfolios, support follow-on investments and accelerate distributions to investors.
 
Documentation in the market has also evolved significantly. Negotiations now frequently focus on permitted baskets, portability on change of control, covenant headroom, EBITDA add-backs and auto-covenant reset mechanics, as well as the increasing importance of guarantees and other lender protections in restructuring or distress scenarios.
 
This course provides a practical review of these developments and analyses the commercial and documentation issues that arise in modern Unitranche transactions, including key intercreditor issues, enforcement rights and negotiation points between lenders, sponsors and borrowers.