Intercreditor Agreements in Second Lien Financing Transactions
Negotiating and Drafting Agreements to Minimize Lienholder Disputes
Recording of a 90-minute CLE teleconference with Q&A
Conducted on Tuesday, September 1, 2009
Recorded event now available
This seminar will analyze current trends in negotiations and disputes between first and second lienholders, provide best practices for drafting key provisions of intercreditor agreements, and discuss the most recent draft of the ABA Model Intercreditor Agreement.
Description
Intercreditor agreements are implicated in debt restructuring, loan workouts, foreclosure and bankruptcy. Practitioners involved in dealing with distressed loans must understand the pitfalls in existing intercreditor agreements that are at the heart of disputes between creditors.
Intercreditor agreements are integral in asset-based lending which is becoming a more attractive financing vehicle in the current economy. Transactional attorneys must understand the framework underlying lien subordination and issues critical to negotiating and drafting intercreditor agreements.
To help resolve the most common and contentious disputes between first and second lienholders, the ABA is in the process of developing a Model Intercreditor Agreement. The most recent draft was published July 30, 2009.
Listen as our authoritative panel of attorneys discusses common disputes between first and second lienholders and outlines negotiating and drafting techniques to address these disputes.
Outline
- Trends in second lien financing and enforceability of intercreditor agreements
- Critical provisions in intercreditor agreements
- Lien v. payment subordination
- Absolute priority of security interests in collateral
- Composition of first lien obligations
- Cap on amount of first lien obligations
- Relative enforcement rights of security interests in collateral
- Analysis of ABA Model Intercreditor Agreement
- Contests to perfection, priority and enforcement
- Control of enforcement process
- Modification of intercreditor agreement
- Release of liens
- Purchase of collateral by second lien lender
- Rights in event of borrower’s bankruptcy
Benefits
The panel will review these and other key questions:
- What is the difference between lien subordination and payment subordination?
- Which intercreditor terms are critical in loan workout situations?
- What does the ABA Model Intercreditor Agreement offer to resolve disputes between lienholders?
Faculty
Mark B. Joachim,
Partner
Bracewell Giuliani, New York
He has extensive experience advising financial institutions, including asset-based lenders, investment banks, commercial banks, funds, buy-out firms, and other parties in structuring and implementing complex corporate and financing transactions. He regularly represents lenders, creditors, official committees and ad hoc groups of creditors in bankruptcy proceedings and out-of-court restructurings.
Michael D. Schiffer,
Partner
Venable, Baltimore
He advises publicly and privately held REITs and other corporations in connection with major transactions, corporate governance issues, securities transactions and other financings. He has also represented several private companies in M&A transactions and venture capital investments and lenders and borrowers in subordinated loan transactions, second lien loans and related equity investments.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
Pre-approved for participatory or non-traditional/alternate format credit in: CA, HI*, NY*, WV*.
Pre-approved for self-study credit in: AK, AZ, MO, MT, TX, VT, WA.
Upon request, also available in: CO, CT*, FL, GA, ID, KY, LA, ME, NC, ND, NE, NH, NM, NV, OR*, SC, TN, UT, WI*, WY. If you are applying for credit in one of these states, make sure to select those states when placing your order.
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Online CLE Audio $297.00
Available 24 hours after the live event
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, HI, MO, MT, NY, TX, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, GA, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com.
MP3 Download (Audio Only) $297.00
Available 24 hours after the live event
CD $297.00
plus $9.45 S&H
Available ten business days after the live event
CLE Credit
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Customer Reviews
We were given simple and clear answers to complex questions, lots to work with.
Patrick R. Kelly
Glenn, Feldmann, Darby & Goodlatte
All of the speakers were very informative, and being able to ask questions was very helpful.
Larry V. Smith
Jackson Walker
Very convenient, quick and thorough, with no wasted time.
James O'Gallagher
Kopka Pinkus Dolin Eads
The analyses of the various cases brought the subject matter together in a coherent manner.
Michael Minter
Miles & Stockbridge
The speakers were very well informed and knowledgeable.
Geoffrey Peck
Morrison & Foerster
Finance Law Advisory Board
Partner
DLA Piper
Partner
Gibson Dunn & Crutcher
Partner
Nixon Peabody
Partner
Alston & Bird
Counsel
Mayer Brown
Partner
O’Melveny & Myers