Liability Management Transactions: Drop-Down Financings and Uptiering Transactions, What is a Lender to Do?
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will discuss liability management transactions currently being employed in the syndicated loan market, including "drop-down" and "uptiering" structures and how lenders might respond to these financing maneuvers. The panel will focus on liability management transaction issues highlighted in recent cases and elements of credit agreement covenants that a lender needs to consider in order to address these transactions.
Outline
- Emergence of liability management in the current syndicated loan market
- Drop-down financing
- Uptiering transactions
- Subordination issues and intercreditor relationships
- Documentation considerations: limitations on investments, unrestricted subsidiaries, waterfall, pro rata provisions, and "sacred rights"
Benefits
The panel will review these and other key issues:
- How does drop-down financing impact the collateral position of existing lenders?
- Are there circumstances in which an uptiering transaction might be beneficial to nonparticipating lenders?
- When is an intercreditor agreement needed in connection with a liability management transaction? What are the key terms?
- What "sacred rights" provisions would limit the borrower's ability to engage in liability management transactions?
Faculty
Dr. Alison R. Manzer
Partner
Cassels Brock & Blackwell
Dr. Manzer is a partner in the Banking & Specialty Finance Group and Business Law practice. She has developed... | Read More
Dr. Manzer is a partner in the Banking & Specialty Finance Group and Business Law practice. She has developed expertise in a wide range of practice areas combining skills to work effectively in most corporate/commercial practice areas, with a focus on financial services and structured transactions. Her recent experience includes block chain and fintech applications. Her cross-border expertise has led to several leadership roles in leading U.S. business law organizations such as the American College of Commercial Finance Lawyers and the American Bar Association. Dr. Manzer has written many books on legal topics, primarily in areas of banking and specialized finance, and routinely lectures and speaks on a wide range of topics.
CloseValerie S. Mason
Member
Otterbourg
Ms. Mason is a member of the Banking and Finance department and Co-Chair of the Lender Finance practice group. ... | Read More
Ms. Mason is a member of the Banking and Finance department and Co-Chair of the Lender Finance practice group. Her practice focuses primarily on the representation of domestic and foreign banks, commercial finance companies, and hedge funds, in the structuring and restructuring of financing transactions, including revolving credit facilities and term loans for acquisitions, refinancings, and restructurings and general working capital needs, workout arrangements, acquisition financing, lender finance transactions, Chapter 11 debtor-in-possession and “exit” financing facilities and other secured lending transactions.
CloseDavid W. Morse
Partner
Otterbourg
Mr. Morse is member of the firm and presently co-chair of the firm's finance practice group. He represents... | Read More
Mr. Morse is member of the firm and presently co-chair of the firm's finance practice group. He represents banks, private debt funds, commercial finance companies and other institutional lenders in structuring and documenting loan transactions, as well as loan workouts and restructurings. He has worked on numerous financing transactions confronting a wide range of legal issues raised by Federal, state and international laws.
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