Sarah B. Gelb is a partner in the Corporate & Financial Services Department and a member of the firm’s Finance Department. She represents public and private companies, private equity sponsors and their portfolio companies, as well as financial institutions, private debt funds and other lenders on an array of domestic and cross-border financing transactions, including secured financing and loan transactions, acquisition financing, recapitalizations, debt restructurings and debt offerings in private and public markets.

Sarah served as contributing editor for the 2022 edition of Acquisition Finance, and co-authored the comprehensive chapter for the United States.


Sarah is widely recognized as a leading finance attorney. Her accolades include:

  • Recommended lawyer in The Legal 500 US – Finance: Commercial Lending (2022 and previous)
  • “Highly regarded” for Banking practice in IFLR1000 2023, as well as previous editions
  • Prior Chair of the Business Law Section of the Philadelphia Bar Association
  • Member, Private Equity Committee and Committee on Women in the Profession of the Philadelphia Bar Association
  • Member, Cornell Law School Mary Kennedy Brown Society Leadership Committee, Regional Annual Fund Committee and Reunion Committee
  • Alumna of Core Program of Leadership Philadelphia, Inc.
  • Pro Bono Counsel – Landlord-Tenant Program, Election Protection Initiatives, among others

Prior to joining Willkie in 2022, Sarah was a partner at Dechert LLP. Sarah’s significant representations include the following matters*:

  • Maximus, Inc. (NYSE: MMS) in connection with the amendment and extension of its US$1.9 billion senior credit facilities
  • B&G Foods, Inc. in its US$550 million senior notes offering
  • Significant banking institution as a lender in a US$1.65 billion senior secured revolving credit facility and US$250 million subordinated term loan as part of a strategic alliance
  • Select Medical Corporation in its US$1.6 billion senior financing
  • B&G Foods, Inc. in its US$1.55 billion senior financing
  • Crown Cork & Seal in its multibillion-dollar cross-border senior financing
  • RCS Capital Corporation in its in excess of US$1 billion reorganization and restructuring including forbearance arrangements and DIP and exit financings
  • Centre Partners, Court Square Capital, First Atlantic, Graham Partners, Morgan Stanley Capital Partner, RAF Industries, Tengram Capital Partners and Versa Capital Management and other private equity sponsors and their respective portfolio companies in various acquisition, recapitalizations and related financings
  • Various business development companies and other private debt fund providers in lending transactions

*Sarah advised on these matters prior to joining Willkie.



Cornell Law School, 1990 Cornell University, A.B., 1987

Bar Admissions

New York New Jersey Pennsylvania

Court Admissions

United States District Court, Eastern District of Pennsylvania New Jersey State Court