Banking & Finance practice — Complex financings

Complex & structured financings

BENSAID Avocats advises arrangers, banks, investment funds, sponsors and corporate borrowers on the design, documentation and execution of the most sophisticated financing transactions: LBOs, private debt, bond financings, refinancings, project financings, structured real-estate transactions, and structures secured by assets held in security fiducie. Our practice draws on the interaction with the French fiducie and on the cross-border France, Switzerland, Luxembourg dimension.

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Our approach to complex financings

Complex financings cover all transactions that fall outside standard corporate credit: LBOs, mezzanine and unitranche debt, bond financings (private placements, EMTN, NEU CP, green bonds), asset-backed financings, securitisation transactions, project financings (infrastructure, energy, transport), refinancings, restructurings, and cross-border financings. They often involve several layers of debt, sophisticated security and a careful interaction with the sponsor's tax and wealth considerations.

The firm acts on the design of the structure, on its documentation (term sheet, credit agreement, intercreditor agreement, security package, legal opinion) and on operational execution. We coordinate the banking law, taxation, security (including security fiducie), company law and financial litigation aspects, for arrangers as well as for borrowers or sponsors.

The firm deliberately takes on a limited number of transactions to guarantee the partners' direct involvement in each matter, and systematically assesses the relevance of acting before any engagement. Our signature: the rare combination of Banking & Finance expertise (Lauren Bensaid) and the Fiducie practice (Jonathan Bensaid), which allows us to propose structures secured by security fiducie that are out of reach for most firms.

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Eight areas of intervention

01

Acquisition financings & LBO

Design and documentation of acquisition financings for private equity funds, family offices and corporates: senior, mezzanine, unitranche.

  • Term sheet, senior credit agreement (LMA), financial covenants
  • Mezzanine and unitranche documentation
  • Intercreditor agreements & subordination
  • Security package: pledges of securities, accounts, receivables, security fiducie
  • Coordination of legal opinions and conditions precedent
  • Closing, drawdown and operational execution
02

Private debt & bond financings

Private placements, bond issues, EMTN, NEU CP, green bonds: for corporate issuers, funds and SCIs.

  • Euro PP private placements and US private placement formats
  • EMTN programmes and NEU CP (commercial paper)
  • Green bonds, sustainability-linked bonds
  • ICMA documentation, prospectus, noteholder protections
  • Bondholders' representative, fiduciary agent, paying agent
  • Bond refinancings and liability management
03

Structured real-estate financings

Development, bridging, property-company and asset-backed real-estate financings: corporates, property companies, funds.

  • Real-estate development financing (residential, offices, hospitality)
  • Bridging financing & property-dealer structures
  • Property-company financing (SIIC, OPPCI, wealth-holding SCIs)
  • Refinancing of real-estate portfolios
  • Interaction with the real-estate fiducie
  • Coordination with notaries & chartered surveyors
04

Project financings

Project finance for infrastructure, energy, transport, telecoms: sponsors and lenders.

  • Public infrastructure and concessions
  • Renewable energy (solar, wind, hydro, biomass)
  • Transport & logistics, electric mobility
  • Telecoms & data centres
  • Non-recourse or limited-recourse project finance
  • Lender documentation (LMA project finance), ECA, MIGA
05

Refinancings & restructurings

Proactive refinancings, amend & extend, out-of-court restructurings and insolvency proceedings.

  • Amend & extend, repricing, incremental
  • Conciliation, ad hoc mandate, safeguard
  • Restructurings of mezzanine and unitranche debt
  • Bond liability management
  • Coordination with the judicial administrator and conciliator
  • Interaction with the security fiducie upon default
06

Asset-backed financings

Asset-backed finance: securitisation, receivables financing, leasing, art financing.

  • Securitisation of trade receivables and loans
  • Receivables financing (factoring, receivables)
  • Leasing & finance leasing (movable, real estate)
  • Art-backed financings (private collections, foundations)
  • Special-purpose vehicles (SPV, FCT, SCS)
  • Investor reporting and prudential obligations
07

Sophisticated guarantees & security

Design and documentation of security packages: classic and innovative, including the security fiducie.

  • Pledges of securities, accounts, receivables, business as a going concern (fonds de commerce)
  • Mortgages and real-estate liens
  • Security fiducie: temporary transfer of ownership
  • Dailly assignments of professional receivables
  • Autonomous guarantees and first-demand guarantees
  • Hybrid security packages combining several mechanisms
08

Cross-border financings

Cross-border transactions France, Switzerland, Luxembourg, UK: legal and tax coordination.

  • FR-CH-LUX-UK coordination with local counsel
  • Tax treaties and withholding taxes
  • Withholding tax & gross-up clauses
  • Multi-jurisdiction documentation and cross opinions
  • Geneva office for transactions on Swiss assets
  • Interaction with Luxembourg structures (SOPARFI, RAIF)
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Cross-border financings France, Switzerland

Geneva office — Paris-Geneva-Luxembourg coordination on financial transactions.

A native cross-border practice

The firm acts from Paris and Geneva on financings involving French and Swiss players: banks, funds, family offices, sponsors. We handle the French-law aspects (in particular the security fiducie) in coordination with Swiss counsel for Swiss-law matters, and with Luxembourg firms for intermediary structures (SOPARFI, RAIF, securitisation vehicles).

Three examples of cross-border configurations

Swiss bank → French asset

Financing of a French asset by a Swiss lender, with a French security fiducie over the assets securing the loan. We coordinate with Swiss counsel on local aspects and with the notary for the registration of the security.

French sponsor → Luxembourg SPV

Bond issue through a Luxembourg vehicle for a French sponsor. ICMA documentation, coordination with Luxembourg counsel, treatment of the withholding tax and application of the tax treaties.

Multi-jurisdiction restructuring

Restructuring of debt held by a France-Luxembourg-UK syndicate, with coordination of local proceedings (FR conciliation, UK schemes), management of intercreditor agreements and cross-border security.

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Interaction with the fiducie

The security fiducie is one of the most powerful tools for structuring a complex financing. Our practice uniquely combines Banking & Finance expertise and the firm's fiduciary practice.

fiduciesurete.com

Security fiducie — dedicated site

The reference site on the security fiducie: structuring, implementation, default scenarios, interaction with the financing's other security. Essential for arrangers and borrowers considering this mechanism.

Découvrir le site dédié bensaid-avocats.fr/fiducie

Fiducie practice — overview

The firm's canonical fiducie hub: the 4 forms of fiducie presented with an explanatory animation, a multidisciplinary team (Jonathan + Lauren) and recent publications.

Découvrir le site dédié
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Lead counsel

The firm's Complex financings practice is led by Lauren Bensaid (Banking & Finance partner) in close coordination with Jonathan Bensaid (founding partner, Fiducie practice). This rare combination allows us to propose structures integrating both banking engineering and fiduciary innovation.

  • LBO & acquisition financings
  • Private & bond debt
  • Project finance
  • Security fiducie
  • Refinancings & restructurings
  • Cross-border FR, CH, LUX
  • Best Lawyers 2026
  • Leaders League
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Frequently asked questions

What is a complex financing?

A complex financing falls outside standard corporate credit: it combines several layers of debt (senior, mezzanine, bond), sophisticated security (security fiducie, intercreditor), a cross-border dimension and/or particular underlying assets (real estate, project, receivables). It requires careful legal coordination between banking law, taxation, security and company law.

Why use a security fiducie in a complex financing?

The security fiducie offers enhanced protection for the creditor: temporary transfer of ownership into a separate, ring-fenced pool of assets, more flexible contractual enforcement than the mortgage, controlled interaction with other security. It is particularly useful in structured real-estate financings, LBOs and transactions secured by asset portfolios.

Does the firm advise arrangers or borrowers?

Both, depending on the transaction. The firm acts for arrangers (banks, debt funds), for corporate borrowers, for private equity sponsors and for family offices. We strictly manage conflicts of interest in accordance with the rules of our profession.

What are your practices regarding green bonds and sustainability-linked loans?

The firm acts on green bonds (ICMA Green Bond Principles), sustainability-linked loans (LMA SLL Principles) and social bonds & sustainability bonds. We advise on the drafting of the framework, the selection of the second-party opinion provider and impact reporting.

Do you work with local firms abroad?

Yes, we have an extensive network of partner firms in Switzerland, Luxembourg, the United Kingdom, the United States and the main European financial centres. On cross-border transactions, we coordinate local counsel and remain the single point of contact for the client.

How do you coordinate a complex financing with international taxation?

The tax interaction is central: withholding taxes, deductibility of interest (articles 212 and 212 bis of the French Tax Code), transfer pricing on intra-group flows, application of bilateral tax treaties. We systematically coordinate with our international taxation practice and with local tax counsel abroad.

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Structure a complex financing

Present the context (sponsor, counterparties, jurisdictions, underlying assets, timetable) to assess the right structure and arrange an initial consultation.

Contact us See the fiducie practice

© BENSAID Avocats — The information on this site does not constitute legal advice. Editorial update: April 2026.