Zac Barnett: Why Fund Loan Comparisons Matter Before Negotiation

Zac Barnett: Why Fund Loan Comparisons Matter Before Negotiation

Zac Barnett is a Chicago-area attorney and fund finance advisor with more than two decades of experience in private equity, commercial lending, and structured finance. As co-founder of Fund Finance Partners, LLC, Zac Barnett works with fund sponsors to develop financing strategies and negotiate terms across a range of financial products. His background includes 17 years at Mayer Brown, LLP, where he represented both lenders and borrowers in complex fund finance transactions. In addition to advising clients, he has contributed to the broader finance industry through speaking engagements, articles, and leadership roles, including co-founding the Fund Finance Association Annual Symposium. Recognized by organizations such as Chambers USA and IFLR1000 Americas, he brings extensive practical knowledge to discussions involving lending structures, borrower protections, and financing negotiations, making the topic of fund loan comparisons especially relevant to his professional experience.

Why Fund Loan Comparisons Matter Before Negotiation

Fund sponsors and borrowing fund entities often review loan proposals that look similar at a high level but differ in ways that matter after closing. In this context, comparison means reviewing pricing, borrowing mechanics, lender protections, reporting duties, and using the facility in practice. A borrower can receive two similar proposals and still face very different practical limits once the facility is in place.

Pricing is only one part of that review. One lender may quote a similar interest margin but require more frequent reporting, tighter approvals, or narrower borrowing conditions. Another may price the deal similarly yet allow more room to draw, repay, and operate without repeated exceptions. Headline economics alone do not show how usable a facility will be in practice.

Actual borrowing capacity is one of the clearest points to compare. A facility may show a large commitment, but the amount truly available can narrow once investor eligibility rules, advance rates, concentration limits, and collateral rules reduce what the borrower can draw. A concentration limit, for example, restricts how much credit a lender will assign to a single investor or investor group.

The same review should cover what the borrower must do after closing. Some facilities require more frequent financial reporting, tighter ongoing borrower rules, or faster notice obligations when investor composition changes or other borrowing-base assumptions shift. Those duties can increase administrative work and reduce flexibility even when headline economics look close.

Differences like these often reflect how each lender underwrites risk and turns that view into structure. Two lenders can review the same fund, the same investor base, and the same financing request, yet reach different terms. One may accept more operating flexibility in exchange for stronger monitoring, while another may restrict availability earlier through tighter conditions.

A wider view of comparable deals sharpens that analysis. When a borrower knows what other recent facilities look like, it becomes easier to spot commonalities, unusually restrictive terms, or terms worth pushing back on. That kind of market check helps the borrower judge whether the proposal aligns with other recent deals or stands out in ways that warrant closer attention.

Counsel or fund-finance advisors can then turn that internal clarity into a disciplined comparison process. Their role is not just to collect comments, but to review business terms consistently across lenders and identify where one proposal creates tighter definitions, more consent requirements, or more amendment risk later. That work gives the sponsor a clearer basis for comparing offers once proposals begin to arrive.

That perspective works best when the borrower has already defined its own needs. Before term sheets arrive, the sponsor should know how quickly it may need to draw, which lender controls would be manageable, and how much reporting burden it can realistically absorb. A term sheet is an early summary of proposed loan terms, not the stage to decide what the facility should accomplish.

A borrower loses leverage when it spots key differences late. If it focuses too heavily on one pricing point, it may discover, after negotiations are underway, that availability, reporting, or consent mechanics matter more than the spread. By then, positions may be firmer, revisions may take longer, and the borrower may have less leverage to press for change.

Before terms begin to harden, a borrower still has time to test alternatives, reject weak tradeoffs, and protect room to operate. That is where disciplined comparison earns its value. It helps the sponsor choose a facility with fewer avoidable constraints and fewer operational compromises after closing.

About Zac Barnett

Zac Barnett is the co-founder of Fund Finance Partners, LLC and an attorney with extensive experience in fund finance, private equity, and commercial lending. Before co-founding the advisory firm, he spent 17 years at Mayer Brown, LLP representing lenders and borrowers in complex financing transactions. He has contributed to the industry through articles, conference presentations, and leadership roles, including co-founding the Fund Finance Association Annual Symposium. Mr. Barnett lives in Hinsdale, Illinois, with his family.

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