Position Summary

We are seeking a talented attorney to join our private credit practice. This role focuses on
U.S. middle market collateralized loan obligations (CLOs) and a variety of direct lending
private fund structures. The ideal candidate will have experience across fund formation, CLO
structuring, and the unique considerations arising in the private credit ecosystem.

Responsibilities

Key Responsibilities:

Warehouse & Accumulation Facilities
• Structure and negotiate warehouse credit facilities for middle market loan portfolios, including delayed-draw and revolving features common in this space
• Advise on bespoke eligibility criteria reflecting middle market loan characteristics (e.g., EBITDA thresholds, sponsor requirements, industry concentrations)
• Draft and negotiate subscription facilities and NAV lines used alongside or in lieu of traditional warehouse structures
• Coordinate with lenders and transaction parties on facility amendments, extensions, and modifications

CLO Formation & Issuance
• Lead documentation of middle market CLO issuances, including indentures, collateral management agreements, and private placement memoranda
• Navigate structural differences from BSL CLOs, including longer reinvestment periods, different liquidity profiles, and bespoke portfolio management terms
• Coordinate with rating agencies on middle market-specific credit criteria and surveillance requirements
• Advise on risk retention compliance, including "skin in the game" structures and majority-owned affiliate arrangements
• Manage closing mechanics and ensure timely execution of all transaction documents

Ongoing Management & Lifecycle Events
• Support refinancings, resets, and amendments throughout the CLO lifecycle
• Advise on reinvestment criteria, trading restrictions, and workout situations unique to middle market loans
• Draft and negotiate amendments, waivers, and supplemental indentures as required
• Assist with wind-down, optional redemptions, and liquidation mechanics

Fund Formation
• Structure and document private debt funds for direct lending strategies
• Draft and negotiate limited partnership agreements, side letters, and subscription documents
• Advise on fund economics, including management fees, carried interest waterfalls, hurdle rates, and clawback provisions

Investor Negotiations
• Negotiate side letter requests from institutional investors, including pensions, insurance companies, sovereigns, and family offices
• Advise on "most favored nation" (MFN) provisions and investor reporting requirements
• Address ERISA, tax, and regulatory considerations affecting investor participation

Co-Investment & Related Vehicles
• Structure co-investment vehicles and SPVs for specific transactions
• Advise on allocation policies and conflicts of interest considerations
• Document feeder funds, parallel funds, and alternative investment vehicles (AIVs)

Credit Facility & Leverage Structures
• Structure and negotiate fund-level subscription and capital call facilities
• Advise on NAV-based credit facilities and hybrid financing arrangements
• Document asset-level financing, including loan-on-loan structures and participation arrangements
• Coordinate with lenders on borrowing base mechanics and portfolio-level covenants

Regulatory & Compliance
• Advise on Investment Advisers Act compliance, including Form ADV, custody rules, and marketing rules
• Navigate Investment Company Act considerations and exemptions (3(c)(1), 3(c)(7), Section 3(c)(5)(C))
• Address state and international regulatory requirements as applicable
• Monitor evolving SEC private fund rules and adviser regulations
• Work collaboratively with Compliance, Risk, Tax, and Operations functions to ensure adherence to applicable laws and regulations
• Coordinate implementation of policy and procedural changes to maintain ongoing compliance

Cross-Functional Partnership
• Serve as a strategic legal advisor to GCF investment professionals and front office teams
• Support the expansion of the middle market CLO platform and private fund offerings
• Review and advise on marketing materials, investor presentations, and due diligence requests
• Manage relationships with external law firms, arrangers, trustees, rating agencies, and other third parties
• Work effectively with tax, regulatory, and investment professionals across the organization

Qualifications

Basic Qualifications:

• J.D. from an accredited law school and active bar membership in good standing
• 5+ years of experience in private funds, structured finance and/or leveraged finance
• Demonstrated experience with the following:

Middle market CLO transactions, Private credit fund formation, Subscription / NAV credit facilities LPA amendment, Direct lending or private debt transactions, LP / GP economics, fund governance and investor negotiations

• Excellent drafting, negotiation, and communication skills
• Working effectively with tax, regulatory, and investment professionals

Salary Range

Annual base salary between
$225,000.00-$250,000.00

The base salary range represents the low and high end of the anticipated base salary range for this position. Actual base salaries may vary depending on factors such as location and experience. The range listed reflects base salary only, and the total compensation package may include other components such as incentive compensation.