Sarah Kessler is a partner in Chapman’s Banking and Financial Services Department and member of the Commercial Lending Group. She focuses her practice on private equity-related finance, representing lenders and borrowers in both fund finance and acquisition finance. Sarah also has significant experience in financings to borrowers that are themselves financial players, such as REITs and broker-dealers.

Fund Finance

Sarah regularly structures complex financings throughout a fund’s capital structure, including subscription or capital call facilities, NAV or back leverage 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). These financings often involve advising on multi-jurisdictional collateral packages or fund structures and non-standard collateral, such as capital contribution obligations, various fee streams, interests in series LLCs, and REIT operating partnership units.

Acquisition Finance

Sarah advises financial institutions, private equity funds, and portfolio companies in leveraged buyouts and acquisition financings, primarily in the recurring revenue and middle market spaces. 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).


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 also works collaboratively with the Chapman Practice Innovations team and her clients to identify pain points in their day-to-day or transaction processes and develop process improvement workflows and tech-enabled solutions.

Sarah started her legal career at Chapman. Prior to rejoining the firm, Sarah worked at Kirkland & Ellis LLP. Prior to attending law school, Sarah worked at SVB Capital, the private equity division of Silicon Valley Bank. At SVB Capital she marketed fund of funds investments and separate accounts to institutional investors.

Representative Matters

  • NAV financing related to a concentrated pool of underlying real estate assets
  • Static warehouse financing to a private credit manager that considered additional NAV collateral with significant unfunded capital commitment
  • Secured capital call facility where the borrowing base was significantly replenished by recallable capital created by a closing date financed distribution to investors
  • Recallable capital financing to a real estate fund
  • 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 a rated note feeder fund included in the borrowing base that required collaboration with fund formation counsel with respect to anchor insurance investors
  • 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


National Association of Real Estate Investment Trusts (Nareit)

Honors & Awards

Recognized by Best Lawyers: Ones to Watch in America in Banking and Finance Law




Indiana University, Maurer School of Law, J.D., magna cum laude, 2012

  • Order of the Coif
  • Senior Managing Editor, Indiana Law Journal

University of California, Berkeley, B.A., Applied Mathematics with Statistics, 2007



Sarah’s community involvement includes pro bono representation of the Chicago Community Loan Fund and a veteran through the National Veterans Legal Services Program’s initiative on disability benefits related to military sexual trauma, and mentoring a refugee family through Refugee One’s co-sponsorship program.

We have always been focused on finance.

  • 1913
    TS Chapman partners with Henry Cutler to form Chapman and Cutler
  • 1st
    Chapman's first client in 1913 is still a client of the firm today
  • 22
    Diverse financial practices serving regional, national, and global clients
  • 6
    Offices across the country and in key US financial centers

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