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Liability Management Transactions and Bankruptcy: Double Dipping, Uptiering, Drop Downs, Chewy Blockers, and More

A live 90-minute CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Thursday, June 27, 2024

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, May 31, 2024

or call 1-800-926-7926

This CLE webinar will offer guidance to bankruptcy and restructuring counsel on liability management transactions and lawsuits challenging them in bankruptcy, as well as the resulting effect of such litigation on the success of any potential reorganization and creditor recovery.


While in prior years few and far between, aggressive "liability management" transactions have become mainstream. Dropdowns, uptiering, double dipping, and more require threading a needle through existing financing terms and conditions to rework debt structure and raise new capital, especially when the transactions are done on a non-pro rata basis and/or strip value from non-participating or junior creditors. Newer loan documents often include "blockers" to deter them.

At their core, these maneuvers typically prioritize certain creditor groups over others. Lawyers that do not understand the nuances of these transactions are at a disadvantage. Although these transactions are usually intended to keep the borrower out of bankruptcy, such is not always the case, and lawsuits challenging the transactions both inside and outside of bankruptcy must be anticipated.

The transactions can be attacked under any number of theories, such as breach of contract, actual or constructive fraudulent transfers, breach of fiduciary duty, and common law torts. The ability to assert these claims (standing) depends on the interaction among various financing and governance documents, bankruptcy law, and even state law. There are also tax implications to consider.

Listen as this experienced panel of finance and restructuring attorneys explains the mechanics of liability management transactions, the advantages and disadvantages they can offer from the borrower and lender perspective and the risk of litigation, how the transactions may affect restructuring strategy and more.



  1. Overview
    1. Purposes of liability management transactions
    2. Loan terms and conditions that make liability management transactions possible and desirable
  2. Types of transactions
  3. Lender responses and blocking mechanisms
  4. Challenging the transactions in and out of bankruptcy
  5. Future of liability transactions


The panel will discuss these and other issues:

  • Who has standing to challenge liability management transactions?
  • Will priorities among creditors set out in liability management transactions be honored in bankruptcy?
  • Are liability management transactions always better than, worse than, or no different than readjustments in bankruptcy and other comprehensive restructuring/recapitalization transactions?


Dominitz, Meir
Meir Dominitz

Mayer Brown

Financial institutions, alternative credit providers, and corporate and private equity borrowers rely on Mr. Dominitz...  |  Read More

Handler, Michael
Michael R. Handler

King & Spalding

Mr. Handler specializes in representing lenders and bondholders in all aspects of workout and restructuring matters....  |  Read More

Sandler, Paul
Paul L. Sandler, P.C.

Kirkland & Elli

Mr. Sandler is a debt finance partner in the New York office of Kirkland & Ellis LLP. He advises private equity...  |  Read More

Attend on June 27

Early Discount (through 05/31/24)

Cannot Attend June 27?

Early Discount (through 05/31/24)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video