The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Ally de Padua, Associate—New York Leverage Finance
Ally de Padua is an associate in A&O’s New York Leverage Finance practice. She has extensive experience representing her clients in a broad array of debt financing transactions, with a particular focus on complex, cross-border leverage financings. In her career, Ally has represented institutional lenders and providers of private credit as arrangers and lenders, as well as private equity sponsors and their portfolio companies as borrowers in financings that span the entire leveraged buyout life cycle, including leveraged buyouts and other M&A financings, working capital facilities, and restructurings and debtor-in-possession financings. At A&O, Ally is also a key contributor to the firm’s diversity and inclusion initiatives, including taking a leading role as a member of the U.S. Women’s Committee Steering Committee. Prior to starting her career as an attorney, Ally received her J.D. at the University of Chicago in 2013, where in addition to the ordinary slate of law school classes, she focused her studies on international law and cross-border commercial issues.
Describe your practice area and what it entails.
As a finance lawyer, I spend most of my days advising clients in the provision or acquisition of debt to finance significant transactions in the life cycle of companies. We work closely with our colleagues in the M&A practice to negotiate and structure the documentation that governs a company’s debt facilities. Most of my deals involve a cross-border component, and I spend a lot of time working alongside my finance colleagues in A&O’s many non-U.S. offices to negotiate complex deals involving stakeholders located in jurisdictions throughout the United States, Europe, and Asia.
What types of clients do you represent?
My practice splits about 80/20 lender side to borrower side representation. The New York Leverage Finance team’s clients include most of the major investment banks in the world, including Citibank, N.A.; Bank of America; Deutsche Bank; Goldman Sachs; and Jefferies. I also represent non-bank direct lender clients, which are non-regulated institutions that serve as private lenders, both here in the U.S. and abroad.
What types of cases/deals do you work on?
Large cross-border leverage finance transactions. In essence, we assist lenders and borrowers in structuring negotiating large debt facilities, often in multiples many times above a company’s EBITDA. This has become a significant source of liquidity for M&A transactions occurring throughout the work, particularly in the private equity space, which is the source of the bulk of my transactions. In June 2018, for example, I assisted a private equity sponsor based primarily in Australia in negotiating commitments for New York law debt facilities in order to finance its bid for Campbell’s spin-off of certain of its Asian business lines. Most recently, I have advised one of our direct lender clients on its participation in the rescue financing facilities provided to Cineworld Group PLC, the U.K. parent company of Regal cinemas.
How did you choose this practice area?
In law school, I had a deep interest in bankruptcy and restructuring but was more interested in the business and negotiation side of the law as opposed to litigation. That, combined with my desire to do cross-border work, led me to join the finance group of my prior law firm, and the fact that I’ve come to love the day-to-day practice of “lev fin” has kept me doing it exclusively for the past eight years.
What is a typical day like and/or what are some common tasks you perform?
As a senior associate in my group, most of my days are actually spent on calls with clients and colleagues, providing advice on the New York law aspects of their financing transactions. I also spend a lot of time in contact with opposing counsel on my deals, ironing out any issues or differences in opinion that arise in the course of negotiating our debt documents. I also spend a lot of time reviewing or drafting loan documents, but these days, the bulk of that works seems to be achieved after hours, when the phone stops ringing and the emails slow down.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Most of my colleagues in this field would suggest Secured Transactions (to understand the layout of the UCC) and Corporate or M&A classes. While I would agree with them, the classes that took me to where I am today were actually Bankruptcy and Restructuring—it is exceedingly helpful to understand what can happen to my clients in a downside scenario in order to give them good advice on how to negotiate their debt documents. I would also recommend you take a negotiation class, to the extent it is offered by your law school. The skills I learned in my negotiation class are ones I end up reaching for to solve problems every day. Otherwise, the substance of our work is learned through practice.
What is the most challenging aspect of practicing in this area?
Probably the coordination between different practice groups in different jurisdictions. A&O truly has a very interconnected global network, but this means that on any given day, I could be fielding requests from Hong Kong, Singapore, Germany, and the U.K. simultaneously. It’s not just a matter of understanding what market practice or legal convention is in a particular jurisdiction in order to be helpful and responsive to that particular client, it’s also just the simple logistics of setting calls and being responsive to deadlines being set in jurisdictions across the world.
What do you like best about your practice area?
I love that my role is that of counselor and trusted advisor to my clients. Understanding what their concerns are, or apprising them of recent developments in the markets, is my favorite part of the job. I appreciate the trust that they place on me to negotiate their loan documents on their behalf. Leverage finance is a very small world here in New York, and I enjoy the relationships I’ve formed by virtue of working as a part of it.
What kinds of experience can summer associates gain in this practice area at your firm?
We really pride ourselves in the fact that we really see our summer associates as active participants on a deal team. When they are staffed to work with us, we include them on client calls and give them substantive work to do, so that they can really experience what it feels like to be a junior associate in our group and come out of their summer with a good sense of what a leverage finance lawyer does at every level of seniority in our group.
How do you prepare for a negotiation?
Any negotiator should be coming first from a position of knowledge. First, what is it that your clients care about, what are their concerns, and what at baseline would they consider an unacceptable outcome. Second—and this does come from the fact my practice spans representation of borrowers, lenders, agents, and investors—is knowing and understanding the issues and concerns that your counterparty will be bringing to the table and thinking through how you can be responsive to those needs without ceding too much of your preferred position. Finally, over that comes the substantive knowledge. Understanding the business and any particularities of the deal come foremost, and to that you apply your gloss of your knowledge of the law and the market to discuss possible outcomes and come out with satisfactory solutions. This is where you add value when you negotiate on behalf of your client.
As Alexandra Carter, professor of negotiation at Columbia Law School, taught us when she came to teach negotiation courses for our associates here in the NY and DC offices, preparing for negotiation begins with understanding and asking the right questions so that you can collect the information that you need to achieve the right outcome.