Associate Counsel Corporate Finance

Purpose and Job Summary

The ORIX Corporation USA Legal Department is seeking a mid-level attorney who specializes in corporate finance transactions. The successful candidate will be responsible for regularly counseling ORIX Corporation USA, its U.S. and foreign affiliates, and occasionally its ultimate parent, ORIX Corporation (Tokyo: 8591 and NYSE: IX).

Essential Duties & Responsibilities

• Counseling multiple business units with respect to all legal aspects of corporate financing transactions for ORIX USAs lending, investing, and asset management activities, with a particular emphasis in private credit and/or syndicated loan transactions.

• Assisting and managing deal teams and/or outside counsel in negotiating, structuring, documenting, and closing various types of corporate debt transactions and certain related equity investments. Transactions may include senior secured loans, 2nd lien loans, subordinated mezzanine debt, unitranche loans, collateralized loan obligations, and preferred equity. Work will include advising ORIX USA and its affiliates both as a borrower/issuer and as a lender/investor.

• Drafting, negotiating, and/or reviewing and analyzing a wide range of corporate financing documents. Examples include loan agreements, indentures, intercreditor agreements, collateral documents, warrants, equity co-investment documents, and loan sales and trading agreements.

• Assisting ORIX USAs corporate finance teams in all aspects of their roles, and serving as an advisor to various related business units.

• Advising senior business leaders and investment committees on investment-related credit issues.

• Working on loan modifications, workouts, restructurings, bankruptcy proceedings, and other loan portfolio management activities.

• Developing and maintaining a deep understanding of market trends and practices on legal issues and documents relevant to the applicable business units.

• Other projects, duties, and general corporate matters as needed.

Contacts

This position has frequent contact with all levels of employees and management. In addition, this role will interact regularly with outside counsel and business partners and counterparties.

Education, Skills, & Experience

• Juris Doctorate from an accredited law school and admission in good standing to the bar.

• A minimum of three (3) years of large law firm or comparable in-house transactional experience, with a focus on secured lending, high-yield debt, or similar complex corporate finance transactions. Applicable experience in private credit, leveraged finance, and syndicated loans is preferred.

• A demonstrated understanding of the fundamental legal aspects of secured lending and corporate loan transactions is required. A basic understanding of bankruptcy laws and reorganizations is helpful, but is not required.

• Effective negotiation, communication, and drafting skills.

• Ability to understand, interpret, and explain complex contractual terms and legal issues to business clients in a simple, practical manner.

• Ability to assist on all facets of challenging financing transactions, from preliminary/conceptual advice through structuring, due diligence, negotiating, drafting, closing, and post-closing integration.

• Excellent organizational, communication, presentation, and interpersonal skills.

• Ability to plan, organize, and prioritize assignments, and to meet critical and established deadlines; ability to simultaneously manage multiple assignments for different responsible parties and internal business clients.

• Willingness and ability to learn new practice areas and new businesses and financial products.

• Flexibility and ability to work under pressure with tight deadlines and constant interruptions; ability to adjust priorities in a rapidly changing environment.

• The candidate should have a strong in interest in business, finance, and the capital markets, as well as a willingness to learn and understand underlying business and financial concepts.

ORIX USA is an equal opportunity employer, providing equal employment opportunities (EEO), and is committed to diversifying its workforce. All employees and applicants for employment will receive consideration for employment without regard to race, color, religion, sex, national origin, age, disability, genetics, sexual orientation, gender identity or expression, pregnancy, protected veteran status or other status protected by law. This policy applies to all terms and conditions of employment.