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Thompson, Joshua W.

Joshua W. Thompson

Partner
  • Capital Markets
  • Global Finance
  • Private Equity

Biography

JOSHUA THOMPSON focuses his practice on complex financings, including acquisition financings and other leveraged lending (including leveraged buyouts, tender offers, and other ongoing private transactions), liability management transactions, structured financings (including securitizations), asset-based lending, second lien financings, and mezzanine investments. He has experience representing debtors, creditors, agents for lender syndicates, management, and investors in complex restructurings, workouts, bankruptcies, and acquisitions of troubled companies. As counsel for direct lenders and other principal investors, private equity sponsors, and lead arrangers, Josh is involved in all aspects of deal structuring, negotiation, and documentation. He also maintains an active practice in structuring and advising finance companies and other private capital debt providers, as well as multi-asset managers, in building debt investment platforms. Josh’s engagements have ranged across a wide array of industries, including automotive, airline, chemical, energy, financial services, gaming, healthcare/life sciences, infrastructure, manufacturing, media, pharmaceutical, retail, satellites, shipping, and telecommunications.

Josh represents a variety of large financial institutions, including private equity firms, hedge funds, banks, and non-bank credit providers. He also regularly advises major global corporate borrowers.

Strong advocacy on behalf of Josh’s clients has earned him acknowledgment in numerous industry publications, including most recent editions of Legal 500 US, IFLR1000, and Chambers Global (USA, 2016–2025) and Chambers USA (New York, 2015–2025) for his work in Banking & Finance. In the 2024 edition of Chambers USA, clients describe Josh as a “problem-solver” and he “brings incredible cross-border experience to transactions” in addition to providing “advice that is both tactical and practical.” In 2022, Josh was elected as a Fellow to the American College of Commercial Finance Lawyers, a group of lawyers, jurists, and academics who recognize and celebrate achievements and innovations in the field of commercial finance law, as well as the ethics of the profession.

Prior to joining Sidley, Josh was the head of the Global Leveraged Finance group, head of Private Capital and a partner in the Finance practice at another global law firm. Josh was also the former general counsel of Jefferies Finance.

Experience

Representative Matters

In recent years, Joshua has acted for:

  • Orion Resource Partners on the formation of the US$1.8B Orion Critical Mineral Consortium with the U.S. International Development Finance Corporation.
  • Beach Point Capital Management LP in a US$190 million multi-jurisdictional First Lien Senior Secured Delayed Draw Term Loan Facility to Cipriani USA, Inc. and its global affiliates to support Cipriani’s expansion.
  • Raymond James on its joint venture with Eldridge Industries, called Raymond James Private Credit, to provide private credit solutions to sponsor-backed portfolio companies.
  • Apollo in respect to a US$1.25 billion financing to R.R. Donnelley & Sons Company. Apollo served as lead left arranger and administrative agent in the syndicated senior secured Term Loan B transaction.
  • U.S. Anesthesia Partners, Inc., a portfolio company of Welsh, Carson, Anderson & Stowe, Berkshire Partners, and GIC, in a financing comprised of a US$1.85 billion first lien credit facility and US$350 million second lien credit facility with Goldman Sachs Bank USA and Ares Capital Corporation as lead left arrangers and administrative agents, respectively, to refinance existing debt and to pay a dividend to shareholders.
  • Crayhill Capital Management on the US$200 million financing of Heroes, a UK-based technology-driven ecommerce company that acquires, operates, and scales small and medium-sized brands with products on global marketplaces.
  • EQT Private Equity and PRO Unlimited in connection with PRO Unlimited’s acquisition of Workforce Logiq.
  • Macquarie Infrastructure and Real Assets Holdings Pty Limited, as private equity sponsor, in connection with the AUD$1.01 billion (equivalent to US$742 million) term loan B transaction, the second largest ever done in the Australian market.
  • Jefferies Finance LLC (JFIN) in its establishment of a US$1.65 billion senior secured revolving credit facility and a US$250 million subordinated term loan, issuance of US$1.0 billion senior unsecured notes, and concurrent corporate reorganization, in connection with the recently announced strategic alliance between Jefferies Financial Group, Inc., a 50% owner of JFIN, with Sumitomo Mitsui Banking Corporation to collaborate on future corporate and investment banking business opportunities.
  • Macquarie Infrastructure and Real Assets Holdings Pty Limited, as private equity sponsor, in connection with the AUD$1.85 billion (equivalent to US$1.43 billion) term loan B transaction, the largest ever done in the Australian market.
  • Brand Velocity Partners and its portfolio company BBQGuys in connection with the pending merger of BBQGuys with Velocity Acquisition Corp., a special purpose acquisition vehicle (SPAC).
  • Crayhill Capital Management on the US$300 million financing for unybrands, an integrated platform for ecommerce businesses. 
  • EQT Private Equity in its acquisition of PRO Unlimited.
  • United Airlines on the launch of United Airlines Ventures, a corporate venture capital fund that will allow United to continue investing in emerging companies that have the potential to influence the future of travel.
  • A major U.S. airline in connection with its financings, including a hybrid structured financing during the COVID-19 pandemic.
  • A top-tier private equity firm and its portfolio companies in connection with numerous financings, including liability management transactions and restructurings.
  • A global multi-asset manager in connection with its portfolio of debt investments.
  • A major investment banking company, as lead left arranger and first lien and second lien administrative agent on an acquisition financing for a portfolio company of a global investment firm, consisting of a first lien term loan, second lien term loan, and an ABL facility, for the purposes of funding its merger with a subsidiary of a private equity firm.
  • A major financial institution as agent, on a multi-billion-dollar hybrid asset-based financing, as part of a liability management transaction for a major global retailer.
  • An investment banking company as administrative agent and multinational financial services companies as joint lead arrangers and joint bookrunners.
  • A multinational investment bank as administrative agent and collateral agent, in connection with an asset-based financing related to a leveraged buyout.
  • Intercontinental Exchange Group Inc. (ICE) in connection with a five-year multicurrency revolving credit facility that refinances ICE’s existing five-year and 364-day facilities arranged by international banks.
  • Two of the largest U.S. banks as joint lead arrangers and joint bookrunners in connection with a refinancing for a major retailer.
  • A multinational chemical corporation as borrower under a senior unsecured revolving credit facility.
  • Multiple international banks as mandated lead arrangers and co-arranger, in connection with the funding of multibillion-dollar international senior bridge facilities to help finance an acquisition of an international transportation company.

Some of the above matters were handled by Josh prior to joining Sidley.

Community Involvement

Membership & Activities

  • Board member for the Urban Justice Center

Credentials

Admissions & Certifications
  • New York
Education
  • University of New South Wales, LL.B., 1996, summa cum laude
Clerkships
  • William M.C. Gummow, High Court of Australia (1999-2000)

News & Insights

  • Author, “Data Centers Fuel Financing Frenzy,” The Middle Market, February 3, 2025.
  • Co-author, “Global Trends in Leveraged Lending” chapter, International Comparative Legal Guides to: Lending & Secured Finance, 12th Edition, 2024. (Previously contributed to the Third, Fourth, Seventh, Eighth, and Tenth Editions).
  • Co-author, “Recent Trends in Limited-Conditionality Provisions,” Law360, January 2017.
  • Quoted in, “Cov-lite Boom Prompts Insolvency Concerns,” International Financial Law Review, April 28, 2014.
  • Quoted in, “Foreign Banks Take Advantage of U.S. Rivals’ Reluctance to Lend,” The Wall Street Journal, April 25, 2014.
  • Co-author, “Non-Fungible Fungibilities: Maximizing Liquidity of Loans Through Tax Fungibility,” Bloomberg BNA Daily Tax Report, January 2013.
  • Co-author, “How Traveling Structures Work in Leveraged Finance,” Law360, January 2013.
  • Co-author, “Intercreditor Agreements – Spot the Difference,” International Law Review, February 2012.