Restructuring Unitranche Loan Facilities: Navigating the Unique Aspects of Agreements Among Lenders

Rights and Remedies of First-Out and Last-Out Lenders Inside and Outside of Bankruptcy

Recording of a 90-minute CLE webinar with Q&A


Conducted on Thursday, March 30, 2017
Recorded event now available


This CLE webinar will provide counsel with an overview and discussion of the unique aspects of unitranche loan facilities and the interplay of those aspects in restructuring and working out of a troubled loan.

Description

A unitranche loan facility begins with the same loan documentation as in any other senior loan facility. There is one agented loan agreement, and there is one lien grant in favor of the agent. Making the unitranche loan facility unique from documentation for a typical senior loan facility is the existence of an additional document called an agreement among lenders (AAL).

The AAL sets forth the inter-lender agreements among the lenders party to a unitranche loan facility. Those agreements go beyond addressing the remedies standstill periods and the bankruptcy-related rights found in a typical first lien/second lien intercreditor arrangement.

The scope of these agreements in an AAL will affect the inter-lender dynamic in restructuring and working out of a troubled loan.

Listen as our authoritative panel of finance and bankruptcy practitioners discusses the differences between an AAL and other intercreditor agreements and how the unique aspects of an AAL may affect the restructuring and working out of a troubled loan.

Outline

  1. Unique inter-lender issues to a unitranche loan facility
  2. Power to consent to restructuring a unitranche loan facility
  3. Right to exercise remedies prior to the commencement of a bankruptcy proceeding
  4. Rights of first-out lenders to stop the exercise of remedies
  5. Rights of last-out lenders to stop the exercise of remedies
  6. Consequences that may result from an exercise of remedies
  7. Rights of last-out lender following the commencement of a bankruptcy proceeding
  8. Pitfalls and opportunities for first-out lenders and last-out lenders in connection with financing a bankruptcy proceeding
  9. Rights of first-out lenders and last-out lenders with respect to 363 sales in a bankruptcy proceeding
  10. Pitfalls and opportunities for first-out lenders and last-out lenders in plan classification and voting disputes
  11. Rights of first-out lenders and last-out lenders with respect to reorganization securities
  12. Pitfalls and opportunities for first-out lenders and last-out lenders in a cramdown plan and the potential impact on state law causes of action to enforce the AAL

Benefits

The panel will review these and other key issues:

  • What are unique aspects of unitranche loan facilities and what is the interplay of those aspects in restructuring and working out of a troubled loan?
  • How does the AAL impact the rights of first-out and last-out lenders to exercise remedies outside of bankruptcy?
  • What are the respective rights of first-out and last-out lenders in the context of a bankruptcy proceeding?

Faculty

Rachel L. Rawson, Partner
Jones Day, Cleveland

Ms. Rawson represents lenders and borrowers in a wide variety of financing transactions. She advises private equity funds and their portfolio companies in connection with complex leveraged buyout financings and ongoing financing transactions and lenders and borrowers in asset-based secured loans, investment-grade company financings, private placements, and subordinated debt placements, many with multijurisdictional and multicurrency components. Her practice also includes representing lenders and borrowers in connection with workouts and restructurings of troubled credits, including out-of-court restructurings and debtor-in-possession financings and exit financings. Recently she has been advising a variety of clients on intercreditor issues, helping them navigate through transactions with multiple debt tranches and multiple lien priorities.

Gregory M. Bilton, Partner
Riemer & Braunstein, Boston

Mr. Bilton's practice is focused on representing lenders in a broad range of commercial financing transactions including secured and unsecured debt, single lender and syndicated transactions, term and revolving credit facilities, asset-based debt financings, and cash-flow transactions. His experience includes cross-border finance transactions, leveraged buyouts, debt restructurings, and negotiation of intercreditor agreements and subordination agreements in a variety of industries including technology, healthcare, and software.

Brad B. Erens, Partner
Jones Day, Chicago

Mr. Erens' practice focuses on corporate restructuring, workout, and bankruptcy matters. He has substantial experience in representing companies, bank groups, other secured and unsecured creditors, committees, asset purchasers, and other interested parties in a wide variety of restructuring matters. He oversees his firm's Business Restructuring & Reorganization Practice.


Recordings

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Customer Reviews

I thought the subject matter was handled very well!  I appreciated the panel’s interaction and their responses to the inquiries posed.

Patricia Stamler

Hertz Schram

It was well organized, moved through the materials quickly and covered them well.

Angela Taylor

Polsinelli Shughart

I liked that the presentation was in-depth with useful information and provided excellent written materials.

Dan J. Jordanger

Hunton & Williams

I appreciated the convenience of the webinar setting and ability to download materials.

Ruth McChesney

De Mott, McChesney, Curtright & Armendariz

All of the speakers had a wide range of knowledge.

Kimberly Hayes

General Mills

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Banking & Finance Law Advisory Board

Irving C. Apar

Partner

Thompson Hine

Mark N. Berman

Partner

Nixon Peabody

Willa Cohen Bruckner

Partner

Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic

Partner

Paul Hastings

Laura D. Richman

Counsel

Mayer Brown

Robert M. Stern

Partner

Orrick Herrington & Sutcliffe

Andrew Stutzman

Partner

Stradley Ronon Stevens & Young

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