Leveraged Buyouts · Part 3 of 3 By Ryan M. Newburn | Adapted for INK Law

The engine doesn’t change. The number of hands on it does. At $150 million you add a private equity sponsor, institutional lenders with their own counsel, a management team with skin in the game, and usually more than one country’s law. Ryan Newburn, corporate partner at INK™ and author of Leveraged Buyouts: Practice and Procedure, has executed leveraged transactions in 22 countries and has participated in deals totaling over $18 billion. We previewed the book in March; this is where its architecture gets real.
“A leveraged buyout is not simply a method of acquisition; it is a theory of value, a wager on control, discipline, and human judgment.” Sits after the covenant-breach line. § 8.07 Foreign Investment Review.

Who’s in the room now?

• The sponsor. A private equity fund putting in the equity. They set the strategy and the exit clock.
• The lenders. Often a syndicate. Senior debt, then mezzanine or second-lien behind it. Each tranche negotiates its own covenants.
• Management. The people running the company usually roll part of their equity forward. Their incentives are the deal’s engine for the next five years.
• The seller. At this size, frequently a founder or a family. Representations and warranties get insured rather than argued.

What are the documents that matter?

The purchase agreement is only the headline. The credit agreement, the intercreditor agreement, the management equity plan, and the reps-and-warranties insurance policy decide who really controls the company when growth slows. A covenant breach can hand the keys to the lenders while the equity still thinks it’s driving. That is a governance problem long before it’s a finance problem.

What does executing in 22 countries actually mean for a deal?

That the same acquisition has to survive different rules on employment, tax, foreign investment review, and what a lender can actually foreclose on. A structure that works cleanly in Colorado can be illegal in Germany and merely expensive in Brazil. Cross-border LBOs are less about finance and more about sequencing: which entity buys what, in what order, under whose law. Ryan has executed in 22 countries and counting.

So what’s the same as the $15,000 gym?

Everything that matters. Real cash flow. Knowing who gets paid first when it drops. Getting the definitions right before the wire. The gym owner and the sponsor who skip that step end up in the same place, one just has more lawyers there when it happens.

The full architecture, from structure through post-closing governance, is in Leveraged Buyouts: Practice and Procedure (LexisNexis, 2026 Edition).

Deal on the table? INK handles M&A and leveraged acquisitions from $15,000 to $150 million, first term sheet to closing. We do the dirty work so you don’t have to. Talk to Ryan →

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Keywords: private equity buyout attorney · cross-border M&A lawyer · leveraged buyout counsel · intercreditor agreement · management rollover equity