Liability Management Exercises: 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 exercise 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
Alison R. Manzer
Partner
Cassels Brock & Blackwell
Ms. Manzer is a member of the Firm's Financial Services Group. Her practice encompasses a broad range of commercial... | Read More
Ms. Manzer is a member of the Firm's Financial Services Group. Her practice encompasses a broad range of commercial practice in the financial services sector, including financial institution regulation, corporate and commercial lending, asset-based financing, securitization and structured finance, private equity, project finance, asset finance and leasing, business reorganization, syndicated lending and related areas. A significant part of her practice involves multi-jurisdiction transactions where she has expertise in the structuring requirements of financing, investment and securitization transactions to solve taxation, conflicts of laws, document structure, currency and rate issues, among others.
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Valerie S. Mason
Member
Otterbourg
Ms. Mason is a member of the Banking and Finance department and specializes in the representation of domestic and... | Read More
Ms. Mason is a member of the Banking and Finance department and specializes in 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, and Chapter 11 debtor-in-possession and “exit” financing facilities.
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David W. Morse
Partner
Otterbourg
Mr. Morse represents banks, hedge funds, commercial finance companies and other institutional lenders in the... | Read More
Mr. Morse represents banks, hedge funds, commercial finance companies and other institutional lenders in the structuring and documentation of financing transactions, both domestic and cross-border facilities and including loan workouts and restructurings. He has been co-chair of the International Lending Conference sponsored by the Commercial Finance Association since its inception in 2006 and he represents the Commercial Finance Association to the United Nations Commission on International Trade Law (UNCITRAL) in its current project on secured transactions law.
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