Colin Harley and Shane McDonald, partners in White & Case’s London debt finance group, discuss the buzz of transactional work, complex finance deals, and their advice for aspiring lawyers
Sitting down with Colin Harley and Shane McDonald, both partners in White & Case’s debt finance group in London, Legal Cheek Careers learns that even these experienced dealmakers didn’t always know they wanted to be commercial lawyers. But in the end, both found their calling in the transactional world. What really attracted McDonald was “the fast pace of the transactions, their complexity, and the team camaraderie you build in corporate deals”. During his training contract, Harley on the other hand, actually thought he might end up a litigator, but a seat in banking changed his mind. “The faster pace of transactional work turned out to be a better fit for my personality,” he tells us, and it set him on the path he’s on today.
Both partners eventually found their niche in debt finance — an area of corporate law focused on loans for big acquisitions. “The good thing is, Shane and I work on different sides,” Harley explains, “I represent sponsors and borrowers most of the time, and Shane acts for lenders. So you’ll get the rounded picture this way”. In simple terms, they advise on the financing that allows companies (often sponsored by private equity funds) to purchase businesses partly using borrowed money — leveraging other people’s cash to boost returns on the investment. Harley and his team typically negotiate the deal’s finance documents from the very start, lining up term sheets with banks, hammering out loan terms and covenants, and then seeing the transaction through to closing. “We help with the structuring of the deal, negotiation of the commercial terms and then actually document that in long form and see the thing through to closing,” he says.
Even after the ink is dry, the job isn’t over. Harley notes that borrowers often turn to their lawyers for ongoing advice, since the loan agreement imposes “a lot of obligations to comply with during the life of the loan”. He explains that unlike an M&A lawyer’s role, which ends when the deal is completed, in a leveraged finance deal, the credit agreement “has lots of restrictions that run for the period of the debt — so it could be seven years, for example.” In other words, it’s a “living document” that can constrain what the business can and cannot do for years after closing. Borrowers might even come back to renegotiate or “reprice” the loan if market conditions change, so debt finance lawyers stay involved to tweak deals long after closing day.
What does this work look like in practice? McDonald recalls a particularly memorable transaction involving a well-known gaming company. Two major private equity funds were lined up to invest in the company’s capital structure, and White & Case was representing the game developer in the deal. It wasn’t a traditional leveraged buyout with a fixed timeline but rather the deal evolved unpredictably as the economic climate threw some curveballs. At the time, geopolitical news — “Trump’s tariffs were coming in” — made investors skittish, and “institutions were getting more and more conservative,” McDonald recalls. The terms kept changing as everyone reassessed the risks. “People were getting cold feet at different points,” he says, but ultimately “they realised that these tariffs didn’t really make any difference to the underlying business, so they proceeded with the investments”.
Harley, for his part, points out that many of his most interesting deals involve businesses that we may have never heard of. In recent years, he’s worked on several financings in the digital infrastructure space — think data centres. “We’ve done quite a few deals in and around digital infrastructure,” he says, describing how private equity clients have snapped up firms providing things like cabling and electrical engineering for data centres. One such target was essentially an old-fashioned engineering company that suddenly found itself highly sought-after because of the data boom. These deals have been “incredibly successful” for the investors, Harley notes, but they also come with quirks that make them more complex than your standard leveraged loan. “Sometimes you tend to find that it’s the deals where you’ve never heard of the underlying business that are the really successful deals,” Harley adds.
McDonald chimes in with his own recent example: “There was a deal not so long ago on the lender side. The company makes bricks for building houses,” he says. This straightforward brick-maker ended up being incredibly lucrative for the sponsor backing it. “Demand for the humble commodity was sky-high, and the exit yielded great returns. On the outside it was anything but sexy,” he laughs, “but it was an incredibly good deal for them.”
Where are things headed now in the debt markets? Harley and McDonald reflect on the current climate for leveraged finance, noting that after a strong 2024, 2025 has been a little slower than many hoped. “Deal flow certainly slowed down for a period – and whilst it has picked up considerably, I don’t think 2025 has been the boom year that everyone was expecting it to be,” admits McDonald. By autumn, however, activity began to pick up pace. “As with all years that are a bit patchy in the first half, the fourth quarter is shaping up to be really very busy indeed,” Harley reports. This end-of-year rush, he says, happens whenever firms realise time is running out to meet their annual targets. “People get uncomfortable towards the end of the year that they haven’t done as much as they expected and therefore they start getting very active towards the end,” he observes. A major driver of this Q4 acceleration is the pressure to deploy capital. Private equity and credit funds have raised huge pools of money in recent years, and investors don’t pay fees for cash to gather dust. “There is obviously pressure to deploy the funds because people have given them the money to not just sit there,” Harley explains.
The talk turns to life at White & Case itself. Why did Harley and McDonald choose this firm, and what has kept them there for so many years? Both joined the London office after starting their careers elsewhere (McDonald began in Australia before moving to London in 2008, while Harley trained in Scotland and worked in another firm prior to White & Case). “It’s a firm that does top-tier quality work, but it’s also very friendly in terms of the people you will work with,” says McDonald. He sees that as “a real distinguishing factor for White & Case” — the culture is ambitious and collegial, and this environment has made it a place they’ve been happy to build their careers. McDonald has been a partner for around eight years now, and Harley nearly twelve.
Harley agrees, characterising White & Case’s approach as “very mid-Atlantic, which tends to draw in the best of both worlds.” In practice, that means combining the “sophisticated training and infrastructure of an elite UK firm with the entrepreneurial energy of an American firm”. The firm also invests heavily in its trainee and associate development. It has an entire business services team dedicated to lawyer training, running structured programmes at each stage of an associate’s career. While “learning on the job” is still vital, juniors aren’t simply “lobbed in at the deep end” to sink or swim — there’s a safety net of formal training sessions and mentoring in place.
As we wrap up, the conversation turns to advice for those aspiring to enter the legal profession. When it comes to applications and interviews, Harley emphasises the importance of demonstrating a “client-focused mindset.” White & Case’s training contract interviews even include a short presentation, and Harley is less interested in candidates reciting textbook answers than in seeing some real-world pragmatism. “What I’m certainly really looking for is the ability to deliver a presentation as if you were delivering advice to a client,” he explains. “In practice that means speaking clearly, cutting through jargon, and showing you can package up all this stuff for a client in a very accessible fashion”. If a candidate can do that, Harley says, “that’s usually a big tick for me”. McDonald boils his advice down to three qualities: “Clarity of thought, pragmatism, and delivery,” he says. In other words, think practically and communicate your ideas effectively.
And his final tip for those nervously counting rejections? Don’t get disheartened. “I know some people get offered multiple training contracts, some people get offered none. You only need one,” he smiles. Once that one offer comes through and you’ve got your “foot in the door,” you’re off to the races.
Colin Harley and Shane McDonald will be speaking at ‘The anatomy of a leveraged finance deal — with White & Case’ a virtual student event taking place TODAY (Monday 3 November). Apply now to attend.
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