Sarah C. Kessler
Partner, Finance
Sarah Kessler is a partner in the Finance and Asset Management Departments, a member of the Private Credit Practice Group and Co-Chair of the Hybrid Capital Practice Group. Sarah advises asset managers, originators, and investors on structured capital, high grade capital solutions, and insurance solutions, with a focus on the fund finance and real estate credit asset classes.
Sarah routinely advises asset managers and originators on private capital raising matters with respect to hard assets, loan assets and equity and has experience with distribution or cost of capital product design using various credit rating methodologies. She is well versed in the regulatory landscape affecting insurers and reinsurers across geographies.
In fund finance ABS, Sarah regularly represents all market participants in rated note funds and collateralized fund obligations (CFO) structures. Sarah also maintains a fund finance practice that includes subscription or capital call facilities, NAV facilities, financings related to the general partner’s or principals’ capital contributions, and management company lines.
Experience
- The Legal 500 United States – Finance: Commercial Lending: Advice to direct lenders/private credit (2026)
- Best Lawyers: Ones to Watch in America – Banking and Finance Law (2023-2026)
- Secured Finance Network – 40 Under 40 (2023)
- Speaker, "Gaining an investment edge - Asset management and the growth of private credit," Insurance ERM, 2026
- Speaker, "Leveraged Financings Using Insurance Capital," PLI, 2026
- Co-Author, “Private Credit Trends Impacting Fund Finance,” Global Legal Insights - Fund Finance 2026
- Co-Author, “Investment-Grade Private Credit Product Design for Insurance Investors: Overview of NAIC, Solvency UK and Matching Adjustment,” Global Legal Insights – Private Credit 2026
- Co-Author, Private Credit Rated Investments – NAIC Proposes that Insurers Document “Process” and “Analysis” as Part of Compliance with the Bond Definition," Willkie Client Alert, 2025
- Blue Torch Capital in connection with a senior secured financing facility for Comscore, Inc. (Nasdaq: SCOR)
- Private credit GP-led fundraising-related transaction that included static warehouse financing and consideration of NAV collateral with unfunded commitment component
- NAV financing to a real estate manager with a concentrated pool of underlying real estate assets
- NAV financing to a diversified asset manager where collateral included equity, debt and CLO assets
- Multiple secured capital call financings to private credit managers with a rated note feeder fund included in the borrowing base and related rated note feeder fund LPA negotiation
- Recallable capital financing to a real estate manager
- Secured capital call facility where the borrowing base was significantly replenished by recallable capital created by a closing date financed distribution to investors
- Syndicated management company term loan with super-priority revolver to a diversified asset manager with private and public funds that included management fees and carry and multi-jurisdictional loan parties
- Syndicated management company financing to concentrated management fee streams
- Numerous financings related to the general partner’s or principals’ investment into fund vehicles, including foreign-domiciled principals
- Multiple secured capital call financings with complex, multi-jurisdictional cascading pledge collateral
- Secured capital call facility to a fund-of-one
- Representation of a financial institution with respect to its equity investments in SBIC funds and related regulatory considerations and side letter negotiations
- Representation of an impact investor with respect to its debt investment to a private debt fund
* Sarah advised on some of these matters prior to joining Willkie.
Credentials
Education
Indiana University Maurer School of Law, J.D. (magna cum laude), 2012 University of California, Berkeley, B.A., 2007