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Structuring Agreements Among Lenders in Unitranche Facilities: LSTA Form

Tranching, Payment Waterfalls, Interest and Fees, Voting, Buyouts, Standstill Provisions, Enforcement in Bankruptcy

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

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Conducted on Thursday, February 2, 2023

Recorded event now available

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This CLE course will discuss structuring and negotiating key terms of the agreement among lenders (AAL) in a unitranche facility, focusing on tranching, payment waterfalls, interest and fees skims, voting, buyouts, remedies, standstill provisions, and assignments. The program will also discuss the enforceability of AALs in bankruptcy and the AAL form published by the Loan Syndications and Trading Association (LSTA).


Unitranche financing combines aspects of a traditional first-lien/second-lien structure into a single credit facility with one set of loan documents, one shared lien, shared (or "blended") interest payments, and one covenant package. The unitranche structure allows lenders to tailor their intercreditor rights depending on the size of their respective first-out and last-out facilities and other deal-specific factors in an AAL.

Key deal points include tranching, payment waterfalls, interest and fee skims, voting, buyouts, remedies, and standstill and assignment provisions. Amid a fast-growing market, the LSTA has published a form AAL for general use among unitranche lenders. As an attempt at reflecting the "market" for standard agreement provisions, the LSTA form offers a good starting point for drafting and negotiating an AAL.

Open questions regarding enforcement of AALs in bankruptcy include plan classification and voting, adequate protection, and the lender's entitlement to post-petition interest. Each lender's counsel must understand the AAL issues associated with these transactions.

Listen as our authoritative panel of finance counsel guides you through the current market terms of the AAL concerning the LSTA form. The panel will also look at the latest developments in the enforceability of AALs in bankruptcy and other bankruptcy-related risks.



  1. Structuring key provisions of AALs
    1. Tranching
    2. Payment waterfalls
    3. Interest and fee skims
    4. Voting
    5. Buyouts
    6. Remedial standstill
    7. Assignments
  2. Enforceability of AALs in bankruptcy and bankruptcy-related risks
    1. Recent case law developments
    2. Subordination
    3. Post-petition interest
    4. Credit bid provisions
    5. Plan classification
  3. The LSTA form of AAL


The panel will review these and other key issues:

  • What are the essential terms to address between lenders in an AAL?
  • In what respects does the new LSTA form AAL reflect the "market," and how does it deviate?
  • What are the latest case law developments on the enforceability of AALs in bankruptcy?
  • What are the critical considerations in negotiating "split lien" AALs?


Goren, Todd
Todd M. Goren

Willkie Farr & Gallagher

Mr. Goren has experience in all facets of complex chapter 11 reorganizations. He has represented official committees,...  |  Read More

McIlwain, Brent
Brent R. McIlwain

Holland & Knight

Mr. Mcllwain practices in the area of corporate finance and litigation, with a particular emphasis on bankruptcy and...  |  Read More

Eguchi, Weston
Weston T. Eguchi

Willkie Farr & Gallagher

Mr. Eguchi is a partner in the Corporate & Financial Services Department and a member of the Finance Department. He...  |  Read More

Kimball, Eric
Eric W. Kimball

Holland & Knight

Mr. Kimball represents financial institutions, agent banks and other institutional investors in connection with...  |  Read More

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