Tonya Major Gauff

Tonya Major Gauff

Partner
Tonya consistently demonstrates the ability to (i) quickly assess and highlight the risks that are unique to specific business models and (ii) construct advice and solutions to control for those risks. Tonya always brings fresh perspectives to matters, and I never feel like I am receiving "boilerplate" counsel.
Client: Partner, RLJ Equity Partners
About

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. She also has extensive experience negotiating and documenting domestic and international subscription-backed credit facilities.

Tonya serves on DLA Piper LLP's Audit Inquiry Response Committee.

Bar admissionsIllinois

EXPERIENCE

NET ASSET VALUE (NAV) FACILITIES
  • Represented a real estate asset management firm with $18.9 billion assets under management with various of their NAV facilities ranging from $40 million to $1.25 billion
  • Represented a financial institution, as administrative agent and a lender, in a $100 million syndicated NAV facility
  • Represented a real estate asset management firm with $56 billion assets under management with various of their NAV facilities ranging from $200 million to $700 million
  • Represented a financial institution, as administrative agent and a lender, in a $265 million syndicated NAV facility
SUBSCRIPTION CREDIT FACILITIES
  • Represented a group of funds for a $150 million syndicated subscription credit facility (with an accordion feature of another $100 million)
  • Represented a group of funds for a $150 million syndicated subscription credit facility (with an accordion feature of another $200 million)
  • Represented parallel funds for a EUR90 million subscription credit facility with The Royal Bank of Scotland International Limited, St Helier, Jersey, as lender and security trustee
  • Represented a group of domestic and international funds for a $150 million syndicated subscription credit facility (with an accordion feature of another $150 million)
LEVERAGED BUYOUTS AND ACQUISITION FINANCINGS
  • Represented a financial institution, as administrative agent and a lender, for the $145 million acquisition of an insurance company
  • Represented a private equity firm in an acquisition financing consisting of $83 million senior credit facilities and a $35 million mezzanine facility
  • Represented a private equity firm in a leveraged buyout consisting of a term loan facility of $40 million, with a delayed draw feature of $20 million, and a revolving credit facility of $10 million
  • Represented subordinated lenders in acquisition financings
ADDITIONAL MATTERS
  • Represented various lenders, real estate asset management firms, private equity firms, venture capital firms, high-net-worth individuals, and private equity firms and their portfolio companies and principals in structuring and negotiating private placements, recapitalizations, general working capital facilities, revolving credit facilities, term loan facilities, management fee facilities, and employee co-invests.
Education
  • 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

Awards

CIVIC AND CHARITABLE

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 nonprofit organizations on corporate governance, formation procedures and filings, and tax implications of operating a nonprofit organization.

Tonya is a member of the Midwestern Board of Directors of Step Up, a national nonprofit organization comprised of professional women who provide mentorship and career-pathway exposure to teenage girls and young women from underrepresented communities.

Bylines

Seminars

  • Panelist, Does your client have a validly perfected security interest?, DLA Piper (October 18, 2023)
  • Keynote Speaker, National Law School Signing Day, Dillard University, New Orleans, LA (April 2023)
  • Speaker, Legal Mentor Transactional Bootcamp Series - Session 1, DLA Piper (2023)
  • Speaker, Preparing for Your Performance Evaluation: Leveraging the Feedback for Your Professional Development, Corporate Counsel Women of Color Law Firm Associates Career Strategies Conference (June 2022)
  • Speaker, Mentorship Matters, Creating Equitable Futures presented by Women's Bar Association of Illinois and StepUp (May 2021)
  • 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

  • Leadership Council on Legal Diversity Fellow (2023)
  • Secured Finance Network, Midwest Chapter
  • Women in Fund Finance

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