The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Shubi Arora, Partner—Private Equity, and Josh Peary, Associate—Debt Finance
Shubi Arora is a partner in Kirkland’s Houston and Dallas offices. His practice focuses on private equity investments and M&A transactions, with a particular focus on the energy sector. He has served in critical roles for private equity sponsors, their portfolio companies, and other public and private energy companies. He also often advises hedge funds in connection with their investments in the energy space. In addition to his law firm experience, Shubi has spent time in-house in Abu Dhabi, United Arab Emirates, advising a sovereign wealth fund on structuring, executing, and managing various investments and joint ventures. Shubi received his B.A. in Economics and Chemistry from Vanderbilt University and his J.D. from Vanderbilt Law School.
Josh Peary is a corporate associate in Kirkland’s Boston office. Josh advises private equity sponsors, their portfolio companies, and other corporate borrowers in a range of complex domestic and cross-border financing transactions, including leveraged buyouts and working capital credit facilities across a variety of business sectors like technology, health care, and consumer products. Josh earned his B.S. in Business Administration (Accounting & Finance) from Georgetown University and his J.D. from Cornell Law School.
Describe your practice area and what it entails.
Shubi: I’m a partner in Kirkland’s private equity practice and focus on energy and infrastructure transactions. Kirkland serves more than 500 private equity clients around the globe, and the practice generates the largest deal flow of any law firm. It’s exciting to work at a place that has such a tremendous pulse on the market.
Josh: Debt finance in the private equity space primarily involves negotiating loan documentation to provide private equity sponsors with debt financing to fund acquisitions. Once a target has been acquired, debt finance attorneys continue to work with the company and its lender(s) to facilitate any changes to the company’s business operations impacting existing indebtedness and any subsequent transactions that require additional debt financing—for example, the acquisition of another company with complementary business operations.
What types of clients do you represent?
Shubi: I work primarily with private equity sponsors and their portfolio companies and also represent sovereign wealth and hedge funds in connection with their investments in the energy and infrastructure space. Representative clients include Blackstone, Bluescape Energy Partners, Centerbridge Partners, Fortress Investment Group, IOG Capital, and Vortus Investment Advisors.
Josh: I represent private equity sponsors. Leading up to the closing of an acquisition, I mainly interact with my counterparts at the private equity firm. Following an acquisition, I typically have increased interactions with the chief financial officer and other executives who run the day-to-day operations of the acquired company.
What types of cases/deals do you work on?
Shubi: My practice focuses on mergers, acquisitions, divestitures, and joint ventures. However, I have close relationships with key principals at several clients and stay closely involved through the full life cycle of a fund, from formation and fundraising through dispositions and exits.
Josh: I work on domestic and cross-border acquisition fin-ancings across a variety of business sectors. Recently, a significant portion of my work has been in the health care/practice management space, with a mix of additional transactions in the technology, mining, and consumer products industries.
How did you choose this practice area?
Shubi: As a junior associate, I made an effort to work on a variety of deals with different partners and really enjoyed working with clients in the private equity space. Many of my close personal friends ended up working in private equity, and I made new friends with junior principals at various funds while working in the trenches on transactions. All of that helped me forge close relationships with clients and learn more about their businesses.
Josh: I was initially drawn to debt finance by the people. My partner mentor when I was a summer associate was in the debt finance group, so I worked on a number of transactions with him and his team during the summer and then into my first year. I was staffed on a few mergers and acquisitions teams during my first year as well, which I found to be helpful. I gained a basic understanding of how those teams operate and the role that they play in the transaction as a whole, but ultimately found that I preferred the day-to-day and long-term prospects on the debt finance side.
What is a typical day like and/or what are some common tasks you perform?
Shubi: Private equity is a very dynamic industry, and it’s rare that two days are ever the same, which is why I find this practice very appealing. We have to stay on our toes and work closely with our clients every day so that our practice evolves in sync with the market and client needs. This does not go unnoticed, and our client relationships tend to be very sticky.
Josh: My schedule during the day is typically filled with internal meetings with my deal teams and calls with clients and opposing counsel. I fill in the gaps with drafting and reviewing transaction documents, including credit agreements, and working with junior associates to prepare closing deliverables. It is often easier to make progress on larger drafting projects later in the day when email traffic slows a bit.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Shubi: Our incoming associates come from a broad range of backgrounds, and I’ve always encouraged people to take classes in law school that truly interest them. Ultimately what differentiates a successful associate from others is the willingness to work hard and be diligent, a commercial approach toward problem solving, and the ability to think outside the box. That said, a basic understanding of business and accounting will definitely help those interested in private equity.
Josh: As a law student, taking a corporations/business organ-izations class is important. Secured transactions and bankruptcy can be helpful as well. I would also recommend seeking out transactional skills classes and clinic opportunities relating to corporate law. That said, as with most corporate practice areas, the vast majority of the training is on-the-job and very specific to particular clients, firms, and deal teams. Ultimately the most important attributes to cultivate are a strong work ethic, attention to detail, and a positive attitude.
What is the most challenging aspect of practicing in this area?
Shubi: Kirkland has a very deep, experienced bench, and given the breadth of our practice, we know the market extremely well. Our clients tend to be very sophisticated and call us to tackle complex problems on tight timelines. Rising to this challenge and being able to deliver what our clients require is what ultimately makes this practice very fulfilling and rewarding. I wouldn’t trade it for anything else.
What do you like best about your practice area?
Shubi: The teamwork, both within Kirkland and with our clients. As an example, a client called with a very complex transaction the very day I started at Kirkland, and within 30 minutes of that call, we had a deal team ready to speak with the client. That’s very much the Kirkland way, and people are always willing to help and understand that a rising tide lifts all boats. This has been one of the keys to the firm’s success. We are also fortunate to share this same team spirit and camaraderie with our clients. Clients are very appreciative of our help and take every opportunity to return the favor. A lot of business comes our way through client introductions and referrals.
Josh: My favorite aspect of debt finance transactions is the complexity of the documentation. Each new deal is an opportunity to learn more about particular facets of credit agreements and how to best adapt them to fit the applicable industry and business operations of the company that my client is acquiring.
What is unique about this practice area at your firm?
Shubi: Kirkland invests an extraordinary amount of resources when it comes to knowledge management and client relationship-building. The firm is keenly aware that junior lawyers are more efficient and operate at a higher level when they have access to Kirkland’s cutting-edge continuing legal education and curated resources, such as deal surveys and precedent documents. Partners and senior associates are very intentional about fully equipping and rewarding associates who take full ownership of their work. Lawyers at all levels are also encouraged to interact with and build lasting relationships with clients.
How important is it to understand your client’s business, and how can junior attorneys gain this insight?
Josh: Understanding our clients’ businesses is critical. Learning the basics of private equity begins early on through experience, observation and asking questions of more senior attorneys on the team. Keeping up with industry publications and setting up news alerts can be helpful as well. In the private equity space, it is also important to understand the business of the companies that our clients are acquiring. Reviewing term sheets and background materials/memoranda is a great way to get a sense for how a target operates and how that will flow through the loan documents.