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

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Program Materials

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.

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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
Rachel L. Rawson

Partner
Jones Day

Ms. Rawson represents lenders and borrowers in a wide variety of financing transactions. She advises private equity...  |  Read More

Gregory M. Bilton
Gregory M. Bilton

Partner
Riemer & Braunstein

Mr. Bilton's practice is focused on representing lenders in a broad range of commercial financing transactions...  |  Read More

Brad B. Erens
Brad B. Erens

Partner
Jones Day

Mr. Erens' practice focuses on corporate restructuring, workout, and bankruptcy matters. He has substantial...  |  Read More

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