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Tonya Major Gauff

Tonya Major Gauff


Tonya Gauff is an experienced finance lawyer representing a broad range of clients in negotiating various debt transactions.

Her finance practice includes assisting public and private borrowers, lenders, investors, financial institutions, real estate investment trusts and private equity sponsors and their portfolio companies in structuring and negotiating secured and unsecured senior, mezzanine, first lien and second-lien, and subordinated financings, leveraged buyouts, dividend recapitalizations, workouts, acquisition financings, private debt offerings and general working capital credit facilities.  Tonya also has extensive experience negotiating and documenting domestic and international subscription-backed credit facilities.

Tonya is certified public accountant licensed in Illinois. 

Bar admissionsIllinois


  • A real estate investment trust in the structuring and negotiation of a revolving credit facility and term loan credit facilities totaling in the aggregate $1.250 billion with KeyBank National Association, as administrative agent.
  • A real estate investment trust and certain of its affiliates in the structuring and negotiation of a $200 million revolving credit facility and $100 million term loan credit facility (with delayed draw tranches) with KeyBank National Association, as administrative agent.
  • In connection with a global refinancing for INEOS Enterprises Holdings Limited and its subsidiaries, represented INEOS Calabrian Holdings Corporation and certain of its U.S. affiliates as U.S. Obligors under €252,000,000 Senior Term and Revolving Facilities with National Westminster Bank plc, as Agent and Security Agent.
  • Avison Young (Canada) Inc. in structuring and documenting of its revolving credit facilities and refinancings thereof with agents Bank of America, N.A. and CIBC Bank USA. 
  • Fund portfolios of Marcus Partners, Inc. in structuring and negotiating subscription credit facilities. 
  • Fund portfolios of Charles River Partners in structuring and negotiating subscription credit facilities. 
  • Various real estate private equity firms, venture capital firms, and private equity firms  and their portfolio companies in structuring and negotiating revolving credit facilities, term loan facilities, and subscription credit facilities.
  • J.D., Northwestern University School of Law 2009
    Dean's List
  • M.P.A., University of Texas at Austin 2003
    Consortium for Graduate Study in Management Fellow
    Ellen McAngus Ezel Scholarship for Academic Achievement
  • B.A., History, Minor in Finance, Dillard University 2002
    summa cum laude
    Regents Scholar


Pro Bono

Tonya represents veterans of Operation Iraqi Freedom and Operation Enduring Freedom to obtain Combat-Related Special Compensation (CRSC). She represented DLA Piper LLP (US)’s first successful veteran in his receipt of CRSC.

Tonya also advises non-profit organizations, including Head Start organizations, regarding corporate governance, formation procedures and filings, and tax implications of operating a non-profit organization.


  • "Eliminating the Secondary Earner Bias: Lessons from Malaysia, the United Kingdom and Ireland," Northwestern Journal of Law and Social Policy (Fall 2009)
  • "Washington State and Minnesota Probate Law: Comparison and Contrast with Louisiana Succession Law," American Constitution Society for Law and Policy ResearchLink (2008)


  • Panelist, Does your client have a validly perfected security interest?, DLA Piper (October 18, 2023)
  • Speaker, Legal Mentor Transactional Bootcamp Series - Session 1, DLA Piper (2023)
  • Instructor, Basic Accounting For Transactional Lawyers,  presented to DLA Piper LLP (US) finance and corporate lawyers (June 2019)
  • Speaker, Clinic-in-a-Box®:  Bylaws for Non-Profit Organizations, delivered to non-profit organizations arranged by the Chicago Chapter of the Association of Corporate Counsel in partnership with The Law Project (July 2016)
  • Instructor, Understanding Legal Opinions, presented to DLA Piper LLP (US) associates in transactional practices (multiple occasions)

Prior Experience

Prior to entering the practice of law, Tonya, licensed as a Certified Public Accountant, worked for Entergy Corporation providing revenue and operational analysis for Entergy’s regulated subsidiaries and public utilities.

Additional Information

In 2018, Tonya completed a secondment at Guggenheim Life and Annuity Company providing legal transactional support and advice on structured finance and securitization transactions. 

Memberships And Affiliations

  • Secured Finance Network, Midwest Chapter
  • Women's Bar Association of Illinois
  • Women in Fund Finance