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
Recorded Event
Includes full event recording plus handouts (available after live seminar).
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Customer Reviews
Very informative — one of the best run programs in a plethora of on-line offerings.
Jeff Michelman
Stinson Morrison Hecker
All the speakers seemed extremely knowledgeable on the subject matter. Overall a very good seminar.
Stephan R. Silen
American AgCredit
Very well-organized.
Kerin Coughlin
Constantine Cannon
One of the best CLEs outside my firm that I have attended in a long time. The materials and the dual perspectives were great and the comments on one another's presentations were very instructive.
Lisa Taylor Hudson
Sands Anderson Marks & Miller
The presentations provided great insight.
Josh WInslow
Pabian & Russell
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