Jonathan H. Gaines

Jonathan Gaines is a Partner in Simpson Thacher’s Registered Funds Practice. Based in the Firm’s New York office, he advises registered funds, their boards and investment advisers on a wide range of regulatory and corporate governance matters. In particular, Jon counsels clients on the launch and operation of alternative strategy investment funds such as BDCs, interval funds and registered funds launched by private equity sponsors, as well as in related portfolio transactions, M&A deals, IPOs and other capital raising transactions. He has particular experience in advising clients on the highly complex, often novel transactional and structuring issues arising in the development and launch of innovative alternative products. 

Notable experience prior to joining Simpson Thacher includes advising:

• Morgan Stanley on the launch of its registered private credit business, including multiple privately offered BDCs.
• HPS Corporate Lending Fund, a non-traded BDC, on its public offering and initial warehouse transaction.
• Fidelity on the launch of its private credit business, including advising Fidelity Private Credit Fund, a non-traded BDC, on its public offering and initial warehouse transaction.
• T. Rowe Price and Oak Hill on the launch of their joint registered private credit business, including advising (i) T. Rowe Price OHA Flexible Credit Income Fund, a registered closed-end interval fund, on its private offering and (ii) T. Rowe Price OHA Select Private Credit Fund, a non-traded BDC, on its public offering and seed transactions.
• Bain Capital Credit on the launch of Bain Capital Private Credit, a non-traded business development company.
• Gemcorp Commodities Alternative Products Fund, a closed-end interval fund, on its private offering.
• Andalusian Credit Partners, LLC on the set up and launch of a new private credit platform.
• AIP Alternative Lending Fund A, a closed-end tender offer fund focused on consumer lending assets, on its ongoing operations.
• Hartford Schroders Private Opportunities Fund, a closed-end tender offer fund, on its public offering.
• The private BDCs North Haven Private Income Fund (PIF) LLC and SL Investment Corp (SLIC) on their merger agreement.
• Franklin BSP Lending Corporation on its acquisition of a controlling interest in Siena Capital Finance.
• Numerous BDCs and registered closed-end funds on regulatory matters related to debt offerings, joint ventures, and complex financing transactions.

Jonathan received his J.D. from University of Michigan Law School in 2009 and his B.A. from Miami University in 2006, cum laude. He is admitted to practice in New York and Ohio.