Greg Kramer

Partner | Head of Capital Markets and Securities Practice Group New York

T +1 212.835.4819

F +1 212.884.9568

[email protected]

Biography

Greg Kramer is a New York corporate partner and head of Haynes Boone's Capital Markets and Securities Practice Group. He represents investment funds, lenders, public companies and other transaction participants in private credit finance, PIPEs and other private investments in public equity, equity-linked and convertible securities transactions, mergers and acquisitions, and restructurings or exchanges involving existing investments.

Greg's work sits at the intersection of capital markets, direct lending, and private equity. His representative matters include term loans for direct lenders, convertible preferred stock and warrant investments in public companies, public-company investments involving common stock, warrants and convertible notes, private equity buy-and-build platforms, and a debt-for-equity exchange involving a private company.

Clients look to Greg for practical transaction counsel when a deal requires both careful documentation and commercial judgment - for example, structuring lender and investor protections, negotiating equity-linked or credit investments, addressing restructuring dynamics, and moving efficiently toward closing. Having represented issuers and investors, he brings perspective on the business and legal issues that drive each side of a financing, acquisition, or recapitalization.

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: Represented a direct lender in connection with an approximately $25 million term loan to a space technology company.

Represented a private equity fund in connection with numerous buy-and-build platforms.

Represented the lead investor in connection with a $10 million investment in convertible preferred stock and warrants of a NASDAQ-listed biopharmaceutical company.

Represented the lead investor in a $270 million investment in the common stock, warrants and convertible notes of a New York Stock Exchange-listed insurance company.

Represented the lead investor in a registered direct offering of $100 million of convertible notes by a New York Stock Exchange-listed gold and silver mining company.

Represented a hedge fund in an approximately $500 million debt-for-equity exchange with a private gaming company.

Represented the lead investor in connection with a $60 million convertible note offering by a TSX-listed oil and gas company.
: Education
J.D., Fordham University School of Law, 2005, Fordham Urban Law Journal
B.A., New York University, 2002, Phi Beta Kappa
Admissions
New York

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Q&A with Greg Kramer

My borrower has defaulted on a loan and we need an amendment. How can you help?

When a borrower defaults on a loan and you need an amendment, I would start with the transaction documents, the collateral package, the existing defaults, and the lender's business objective. My work in private credit and direct lending transactions is focused on documentation that supports fast execution while preserving lender protections, and Haynes Boone's private credit materials address restructurings, workouts and distressed situations when needed.

We want to make a higher-risk private credit loan. What should we be thinking about before signing?

When preparing a high-risk credit loan, I would focus on the protections that need to be built into the credit documents before the money goes out: collateral, guarantees or other credit support, covenant structure, control rights, intercreditor issues and exit options. Private credit documentation often needs to be tailored rather than copied from a syndicated-loan form, particularly when speed and lender-specific protections matter.

Our investment in a company needs to be restructured. What experience is relevant?

I have past experience supporting clients investement restructurings, including a hedge fund's approximately $500 million debt-for-equity exchange with a private gaming company and a lender-side term loan that was part of a broader recapitalization transaction. I would look at whether the investment should be amended, exchanged, refinanced, or converted, and how the legal structure can support the commercial recovery strategy.

Do you represent only lenders and investors, or also issuers and companies?

I have represented both issuers and investors, which helps me understand the pressure points on each side of a financing, securities investment, or M&A transaction. That perspective is useful when the transaction requires negotiation over valuation, downside protection, disclosure, closing certainty or post-closing rights.

What kinds of capital markets and investment transactions are central to your practice?

My bio identifies PIPEs, private credit transactions and mergers and acquisitions as areas where clients seek my representation. The listed representative matters also include convertible preferred stock and warrants, common stock and warrants, convertible notes, registered direct offerings, term loans, private equity platforms, and debt-for-equity exchanges.