Sarah C. Kessler
Partner, Finance
Sarah Kessler is a partner at Willkie, where she is a member of the Finance Department. She is based in the Firm’s Chicago office. Sarah focuses her practice on advising lenders and borrowers on fund finance, structured fund products, back leverage and other bespoke private credit and asset management solutions.
Sarah regularly structures complex financings throughout a fund’s capital structure, including subscription or capital call facilities, hybrid or NAV facilities, loans including rated note feeder funds or debt commitments, financings related to the general partner’s or principals’ capital contributions, management company lines and CFOs (collateralized fund obligations). She is also familiar with various fundraising and liquidity solutions utilizing structured finance technology. These financings often involve advising on multi-jurisdictional collateral packages or fund structures and non-standard collateral.
Sarah also advises financial institutions, private equity funds, and portfolio companies in leveraged buyouts and acquisition financings. Her work spans various industries, including financial services (B2B, payment solutions, registered investment advisors (RIAs), point-of-sale (POS), technology and health care (service providers, health care IT and clinical services). In addition, Sarah has represented lenders in financings to private, public, and investment grade real estate investment trusts (REITs). Within REIT financings, she has experience with UPREITs, baby REITs, 1031 exchanges, REITs that publicly list during the term of the financing, and ESG matters.
Sarah maintains a strong pro bono practice supporting the local Chicago community, with a focus on refugee/asylum cases.
Sarah regularly structures complex financings throughout a fund’s capital structure, including subscription or capital call facilities, hybrid or NAV facilities, loans including rated note feeder funds or debt commitments, financings related to the general partner’s or principals’ capital contributions, management company lines and CFOs (collateralized fund obligations). She is also familiar with various fundraising and liquidity solutions utilizing structured finance technology. These financings often involve advising on multi-jurisdictional collateral packages or fund structures and non-standard collateral.
Sarah also advises financial institutions, private equity funds, and portfolio companies in leveraged buyouts and acquisition financings. Her work spans various industries, including financial services (B2B, payment solutions, registered investment advisors (RIAs), point-of-sale (POS), technology and health care (service providers, health care IT and clinical services). In addition, Sarah has represented lenders in financings to private, public, and investment grade real estate investment trusts (REITs). Within REIT financings, she has experience with UPREITs, baby REITs, 1031 exchanges, REITs that publicly list during the term of the financing, and ESG matters.
Sarah maintains a strong pro bono practice supporting the local Chicago community, with a focus on refugee/asylum cases.
Experience
- Best Lawyers: Ones to Watch in America – Banking and Finance Law (2023-present)
- Secured Finance Network – 40 Under 40 (2023)
- Co-Author, “Private Credit Trends Impacting Fund Finance,” Global Legal Insights - Fund Finance Laws and Regulations 2025 edition
- 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