Negotiating Loan Documents When Your Client Is the Borrower

Jennifer Taylor, Partner | O’Melveny & Myers LLP

Jennifer Taylor is Chair of O’Melveny’s Corporate Finance Practice, a member of the firm’s Restructuring Practice and Special Situations and Liability Management Group, and a member of its Crypto & Blockchain and Emerging Technologies industry groups. She practices from the firm’s San Francisco office.

• Education & Credentials

Jennifer earned her J.D., cum laude, from the University of California, Hastings College of the Law, where she was a member of the Hastings Law Journal and received the American Bankruptcy Institute Medal of Excellence and the Witkin Award for Academic Excellence in Bankruptcy. She holds a B.A. in Political Science and Economics from Stanford University and is admitted to practice in California.

• Recognition & Leadership

Jennifer is a fellow of the American College of Commercial Finance Lawyers (2024). She has been ranked in Chambers USA as “Up & Coming” in Bankruptcy/Restructuring (2021–2023), recognized by Best Lawyers in America for Bankruptcy and Creditor Debtor Rights/Insolvency & Reorganization Law (2024–2026), listed among Lawdragon’s 500 Leading US Bankruptcy & Restructuring Lawyers (2020–2024), and named one of the “Top Women in Dealmaking” by The Deal Magazine (2022).

• Professional Involvement

Jennifer serves on the Board of Governors of the Financial Lawyers Conference and is a member of the American Bankruptcy Institute, and she formerly co-chaired the Northern California chapter of the International Women’s Insolvency and Restructuring Confederation. She writes and speaks frequently on lending and restructuring topics, including liability management and the Serta appellate decisions, with recent presentations at Columbia University Law School and the California Bankruptcy Forum.

• Experience

Jennifer negotiates debt financings of all varieties, including leveraged buyout financings, asset-based facilities, secured and unsecured working capital facilities, venture debt, mezzanine loans, high yield, and DIP financing. Representative matters include Clean Energy Fuels’ US$400 million term loan facility, Establishment Labs’ US$225 million delayed draw term loan, and secured-lender representations in the Fieldwood Energy and Appvion chapter 11 reorganizations.

George H. Singer, Partner | Holland & Hart LLP

George H. Singer is a partner in Holland & Hart’s Denver office. He represents lenders, borrowers, administrative agents, private equity firms, and their portfolio companies in sophisticated debt and equity financings, and advises clients on mergers, acquisitions, divestitures, and other strategic transactions. Before joining Holland & Hart, he was a partner at Ballard Spahr LLP in Minneapolis.

• Education & Credentials

George earned his J.D., with distinction, from the University of North Dakota School of Law in 1993, where he served on the Board of Editors of the North Dakota Law Review, and his B.B.A. from the University of North Dakota in 1987. He is admitted to practice in Colorado, Minnesota, North Dakota, and Wisconsin, and his court admissions include the U.S. Supreme Court and the U.S. Court of Appeals for the Eighth Circuit.

• Recognition & Leadership

George is a Fellow of the American College of Bankruptcy. He has been named The Best Lawyers in America “Lawyer of the Year” for Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law in Minneapolis (2015, 2023), recognized by The Best Lawyers in America from 2015 through 2026, listed among the Top 50 Lawyers In America (2022), and named Minnesota Lawyer “Attorney of the Year” (2016).

• Professional Involvement

George is a member of the American Bankruptcy Institute, the Association for Corporate Growth, the Turnaround Management Association, and the Minnesota State Bar Association Bankruptcy Section. He has taught secured transactions and bankruptcy law as an adjunct professor for more than a decade, presents frequently for Minnesota CLE, Strafford, and the American Bankruptcy Institute, and publishes regularly in outlets including the American Bankruptcy Institute Law Journal, The Banking Law Journal, and Law360.

• Experience

George represents banks, commercial finance companies, private equity firms, and corporate borrowers in structuring, negotiating, documenting, and enforcing asset-based and syndicated credit facilities; senior, subordinated, and mezzanine financings; and intercreditor and subordination arrangements. When loans encounter financial distress, he counsels clients on workouts, out-of-court restructurings, and liability management transactions.

Brian Stern, Partner | O’Melveny & Myers LLP

Brian S. Stern is a partner in the Century City office of O’Melveny & Myers LLP and a member of the firm’s Private Credit Group. His practice focuses on corporate finance, representing borrowers, issuers, agents, and lenders in a wide range of secured and unsecured financing transactions. Brian advises clients on complex financing structures, including direct lending, cash flow, asset-based, mezzanine, bridge, bankruptcy financing, and subscription line transactions. He also has significant experience representing parties in acquisition financings and restructuring transactions across industries such as technology, healthcare, retail, and oil and gas.

• Education & Credentials

Brian earned his Juris Doctor from the University of California, Los Angeles School of Law after completing his Bachelor of Arts at University of California, Los Angeles. He is admitted to practice in California and concentrates his legal practice on corporate finance, private credit, and special credit and liability management matters.

• Recognition & Leadership

Brian is recognized for his experience in sophisticated corporate finance and private credit transactions and is frequently invited to speak on emerging issues affecting lenders and borrowers. He has presented educational programs on restructuring unitranche facilities and negotiated credit facility terms for organizations including the American Bar Association Business Law Section and Strafford, reflecting his leadership in the corporate finance and lending community.

• Professional Involvement

Brian is actively involved in legal education through speaking engagements focused on commercial lending, restructuring, and private credit. His presentations have addressed topics such as agreements among lenders in unitranche restructurings and the negotiation of key provisions in credit facilities, helping practitioners navigate complex financing transactions and evolving market practices.

• Experience

Brian represents borrowers, including portfolio companies, issuers, administrative agents, and lenders in structuring and documenting a broad range of financing transactions. His experience includes secured and unsecured credit facilities, direct lending, cash flow lending, asset-based lending, mezzanine financing, bridge loans, debtor-in-possession and exit financing, subscription line financing, acquisition financings, and restructuring transactions. He has advised clients across numerous industries, including technology, healthcare, retail, and oil and gas, providing strategic counsel on both transactional and restructuring matters.

Cody Dreibelbis, Counsel | O’Melveny & Myers LLP

Cody Dreibelbis is counsel in the Houston office of O’Melveny & Myers LLP, where he focuses on corporate finance transactions. His practice encompasses a broad range of secured and unsecured financing matters, including acquisition financings, loan transactions, and debt offerings in both private and public markets. Cody represents public and private companies, private equity sponsors and their portfolio companies, financial institutions, private debt funds, and other lenders in sophisticated financing transactions across a variety of industries, with particular experience in the energy transition and power sectors.

• Education & Credentials

Cody earned his Juris Doctor, with honors, from the The University of Texas at Austin School of Law, where he was elected to the Order of the Coif and served as Symposium Director of the Texas Journal of Oil, Gas, and Energy Law. He also earned a Master of Professional Accounting from The University of Texas at Austin and a Bachelor of Business Administration in Accounting, summa cum laude and with honors, from Sam Houston State University. Cody is admitted to practice in Texas.

• Recognition & Leadership

Cody’s academic achievements include graduating with honors from law school, election to the Order of the Coif, and leadership as Symposium Director of the Texas Journal of Oil, Gas, and Energy Law. His practice has developed around complex corporate finance and private equity transactions, particularly within the energy, infrastructure, and financial services industries.

• Professional Involvement

Cody’s professional practice focuses on advising clients in sophisticated financing transactions involving corporate finance, private equity, and energy-related matters. Through his work, he regularly represents sponsors, borrowers, lenders, financial institutions, and investment funds in structuring and negotiating complex credit facilities, acquisition financings, and capital market transactions across multiple sectors.

• Experience

Cody has extensive experience representing clients in reserve-based lending, asset-based lending, leveraged buyouts, acquisition financings, and other complex financing transactions. His representations include advising private equity-backed portfolio companies in syndicated reserve-based credit facilities secured by oil and gas assets, acquisition financings in the Permian, Bakken, and Denver-Julesburg basins, and refinancings of reserve-based lending facilities. He has also represented commercial banks acting as administrative agents in large syndicated credit facilities, private equity firms in leveraged buyouts across the industrial, chemical, and technology sectors, investment advisers in multibillion-dollar redemption facilities, public insurance companies in senior credit facilities, and energy companies in financing transactions supporting infrastructure development.

SESSION 1 – Negotiating Loan Commitments and Closing Conditions for Borrowers | 1:00pm – 2:00pm

This session examines the critical period between the initial financing proposal and closing. Prior to execution of the commitment letter, borrower counsel has its best opportunity to influence transaction terms and reduce execution risk. Attendees will learn practical strategies for negotiating commitment papers, closing and funding conditions, representations and warranties, and other key provisions before definitive loan documents are finalized.

BREAK | 2:00pm – 2:10pm

SESSION 2 – Borrower-Side Loan Negotiation: The Provisions That Matter When Things Go Wrong | 2:10pm – 3:10pm

A credit agreement is negotiated once but lives for years. The provisions that seem routine at closing often become the most heavily negotiated when a borrower faces financial pressure, pursues an acquisition, refinances existing debt, responds to changing market conditions, or simply needs additional operational flexibility. This session examines the credit agreement from the borrower’s perspective, focusing on the provisions that most frequently determine whether a borrower has room to solve problems—or is forced to seek lender consent. Participants will leave with practical drafting techniques, negotiation strategies, and a framework for identifying the provisions that create the greatest long-term value for borrowers.