With few new money opportunities in the broadly syndicated market in the first half of 2025, lenders turned their focus towards non-sponsored and mid-market financings — particularly across opportunistic and specialty private debt.

9fin sat down with Andrew Young, partner and Head of Americas debt finance practice at Clifford Chance, to talk about where direct lenders are putting money to work, the ripple effects of the tax bills and what’s behind the firm’s bold expansion across the Americas.

1. Given that Clifford Chance is originally a UK-founded firm, how has the process of building out the Americas banking practice been so far — both in terms of hiring and cross-border collaboration?

Our Americas expansion is about enhancing our domestic and global capabilities for clients. Our strategy has always been to be the leading multi-product, multi-jurisdictional global firm offering clients the highest quality talent and services — this means our finance clients, for example, can access the same premium advice and support across global markets through one team.

Our recent hires of several lateral partners from the US market show we have the flexibility and firepower to compete for talent where our clients need it the most. On collaboration — which is in our DNA — with such a wide network of talented lawyers, we have ready access to local insight in every major market. This is a unique and attractive proposition for both clients and talent.

2. Clifford Chance only has three offices in the US — across NY, DC and Houston. That’s still a relatively small presence. Do you have your eye on any other part of the country and/or industries you’d like to win clients in?

The US is the largest legal market in the world and our strategy is to ensure we have leading capabilities and a position of strength domestically as we have achieved in other global regions. Our client and talent-led organic growth in the US has been quite successful — our headcount has grown by ~45% over the past two years. The opening of our Houston office in 2023, led by identifying the immense talent pool and demand from our clients, particularly in energy and infrastructure, is a tangible reflection of that success. That team, which started with 7 partners, has now grown to 50 attorneys as we look to move into our permanent space in Texas Tower later this year. The future remains bright for our US growth strategy.

3. We’ve just wrapped up the first half of 2025, and a key theme has been the noticeable slowdown in M&A activity. Where do you see opportunities at a time when buyouts remain sluggish?

Even with major buyouts on pause, there have been debt market opportunities. In fact, the overall leveraged finance market has been quite busy refinancing and extending existing debt despite the lull in new M&A. Nonetheless, many lenders remain in discovery mode for new money deals as they searched for green shoots amidst the economic uncertainties.

One bright spot has been non-sponsored and mid-market financings, which are areas where private credit has really been able to shine. Opportunistic and specialty private debt financings continue to be popular trends. We’ve been advising on a lot of these transactions and they’re a key opportunity area. Direct lenders have also been forming partnerships to source and fund new private deals, and insurance money has been a very attractive proposition.

Although LBO volumes are muted, our practice is busy with clients raising or investing capital through alternate avenues — it’s about playing offense and defense during a slow M&A cycle by focusing on the financing needs and opportunities that are pressing in this environment. The lack of big buyouts has actually made the market more creative, as both borrowers and lenders explore transactions beyond the standard playbook.

4. You focus your practice on advising asset managers, credit funds, and other types of lenders across different kinds of private financings. As issuers increasingly turn to the public market to refinance private debt, what’s your advice to direct lenders to stay competitive?

My advice to direct lenders is to emphasize the advantages that don’t come with a public market deal. The speed, flexibility and reliability of private credit continue to be the hallmarks of its success. While pricing may ultimately sway the consumer, the relationship-based nature of private lending can be invaluable. Direct lenders offer a partnership with their clients that fosters trust and loyalty.

On the flexibility side, we’ve guided direct lenders in customizing bespoke financing packages for companies, including with PIK options, delayed draw facilities, revenue-based covenants, equity kickers and other deal-specific features. These types of features are not readily available in the syndicated world. And, in times of stress, those same direct lenders (that have signed on to hold the loan until maturity) have been readily accessible to help structure solutions. Private credit providers should always lean into all of these things.

By being faster, more customized, and more responsive (and, of course, sometimes sharpening pencils on price), direct lenders can stay competitive, even when public markets beckon borrowers. The direct lending model isn’t just about providing capital — it’s about providing confidence and creativity that borrowers value highly.

5. You were one of the first to analyze the trend of the secondary trading of private credit loans. We’ve seen the private credit space maturing, but why hasn’t secondary trading taken off?

Secondary trading of private credit loans has not taken off largely because the market was intentionally structured to be illiquid — hence the word “private.” Private credit operates on a buy-and-hold model, where lenders originate loans with the expectation of holding them to maturity in exchange for an illiquidity premium. These loans are highly customized, often include restrictive transfer provisions, and lack standardized documentation, making them difficult to trade.

Additionally, the absence of transparent pricing and limited market infrastructure has made it challenging for buyers and sellers to agree on valuations.

Despite these barriers, the market is in its infancy and beginning to evolve. Investor demand for liquidity is growing, large institutions are entering the space, and early developments in trading platforms and dedicated secondary funds are laying the groundwork for a more functional secondary market. While still small and fragmented, these signs point to a gradual emergence of secondary trading as a complementary feature of the private credit ecosystem.

6. Sponsor-friendly terms like portability clauses have cleared in European loans, while anti co-op language has been tested in both European and US loans but have yet to clear in either market. Do you see this type of language will clear in US market anytime soon?

In the US loan market, highly sponsor-friendly terms like these (particularly anti co-ops) are still more theoretical than reality. We’ve seen sponsors ask for these sweeteners, and in some cases, portability has cleared but so far prohibitions on co-op agreements have not. Portability remains super attractive to facilitate exit strategies, and lenders can be accommodating so long as it’s subject to robust conditions (for example, an eligible buyer, default blocker and financial covenant tests). The buyside is less willing to accommodate restrictions on their relations with co-lenders. Moreover, the buyside has become more sophisticated in identifying loopholes and pushing for documentary protections to mitigate liability management exercises (LMEs).

Still, issuers continue to be motivated and creative and this summer an “anti-boycott” clause (which is a variation on the anti co-op) cleared the US market in Warner Bros Discovery’s tender offer and consent solicitation for its existing investment grade bonds. But the anti-boycott clause is narrow in scope: it restricts bondholders from agreeing to refuse to provide new money financing to WBD, but it does not restrict customary co-operation agreements for self-defense with respect to exchanges or purchases of existing debt.

As the HY and leveraged loan markets continue to converge, it would not be surprising to see more attempts to win these anti co-op features, particularly in a hot borrower market. I don’t see these terms clearing in the US loan markets anytime soon but we’ll be watching closely — sometimes terms shift faster than expected.

7. How will policy changes like the Trump administration’s One Big Beautiful Bill Act impact borrowers and/or debt documents?

Broad policy shifts can have significant ripple effects on leveraged borrowers — but the exact impact is hard to pinpoint until details emerge. The “One Big Beautiful Bill” is a sweeping law touching on many parts of the economy. A comprehensive policy overhaul like that can change conditions for many companies at once: some might face headwinds (for example, government spending cuts or trade disruptions hitting their business), while others could find new opportunities.

In practice, when a big law takes effect, lenders and borrowers usually communicate and find pragmatic solutions. They might agree on an amendment or waiver if the law makes a covenant too restrictive or even triggers a technical default. Looking ahead, credit agreements might include more flexible provisions such as specific carve-outs or baskets for tax or tariff changes. That said, it’s difficult to hard-code too much in advance, especially given how unpredictable policy moves can be.

Borrowers should monitor policy changes closely, identify which parts of a new law could affect their business and engage with lenders early to address potential problems. Lenders, for their part, should remain flexible and remember that these issues are coming from external policy shifts, not a borrower’s missteps. Major uncertainty tends to make credit markets skittish and lenders might even price in a bit of extra risk until the dust settles. Over time, as everyone digests new regulations, loan terms will adjust to the “new normal.” In the meantime, good-faith collaboration and strong lender-borrower relationships are crucial.

8. Clifford Chance has a noted presence in Latin America. With the current global economic climate, what are some of the most active sectors for debt financing in the region, and what are the key cross-border complexities your team is navigating for clients investing there?

We’ve seen several notable trends in Latin American debt markets in recent years. Brazil’s deep local debenture market has reduced the volume of cross-border offerings out of Brazil (the largest economy in the region), while sovereign issuers have been active in LatAm — particularly with “debt-for-nature” swaps that refinance sovereign debt with support from multilaterals or the US International Development Finance Corporation, channeling coupon savings into environmental initiatives like marine, river and rainforest conservation. We’ve also seen project bonds and first-time corporate issuers coming to the market.

Private credit is also gaining traction in the region. As banks retrench and public markets remain volatile, non-bank lenders are stepping in with tailored financing solutions and this shift is creating new opportunities for cross-border structuring and bespoke dealmaking.

The markets have become more active in LatAm recently, especially as US interest rates have stabilized and the dollar has weakened a bit. Market volatility — driven by global tensions and trade policy — has made timing critical, with issuers watching closely for windows to launch.

9. I noticed that you earned your Bachelor’s degree in computer science. If you were not a lawyer, what would you be doing?

Growing up, I spent a lot of time drawing and painting, and even attended Fiorello H. LaGuardia High School of Music & Art. That creative streak carried into college, where I studied computer science during the dot-com boom. I was fascinated by the intersection of design and technology — if the bubble hadn’t burst, I might have ended up in digital design or UX. Around that time, my parents encouraged me to take the LSAT “just to keep my options open,” and the rest is history. I’m still an artist at heart, and I think that background has shaped how I approach legal work: with creativity and attention to detail.

9Questions is our Q&A series featuring key decision-makers in leveraged finance and distressed debt — explore the full collection here.