Structuring Uptier and Drop-Down Financing Transactions: Crafting Loan Terms to Manage Exposure and Mitigate Risks
Lessons Learned From the Serta Simmons Case and Other Recent Liability Management Transaction Cases
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE webinar will discuss recent financing trends with drop-down and uptier liability management transactions (LMTs). The panel will provide suggestions for borrowers and lenders when crafting and structuring loan documents to manage exposure and mitigate risks in light of recent cases construing these types of agreements.
- Types of LMTs
- Drop-down transactions
- Uptiering transactions
- Competing objectives with drop-down and uptier transactions
- Lender's perspective
- Borrower's perspective
- Recent developments in LMT litigation and restructuring strategies (Serta Simmons)
- Liability management-related provisions that parties should consider when negotiating loan documents
- Investment covenant and unrestricted/excluded subsidiaries
- Release of all or substantially all collateral
- Pro-rata sharing
- Refinancing language
- Key takeaways and practical considerations
- Rethinking loan documentation based on market conditions and recent cases
- Tailoring loan documentation to fit the particular transaction: no one-size-fits-all solution
The panel will review these and other key issues:
- How are drop-down and uptier transactions structured?
- What are the competing objectives for lenders and borrowers with LMTs?
- How should the risks associated with LMTs be addressed in loan documents?
- What are the recent developments in LMT litigation and restructuring strategies?
Valerie S. Mason
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.Close
David W. Morse
Mr. Morse represents banks, private debt funds, commercial finance companies and other institutional lenders in... | Read More
Mr. Morse represents banks, private debt funds, commercial finance companies and other institutional lenders in structuring and documenting domestic and cross-border loan transactions, including working capital facilities, financings for leveraged acquisitions and second lien loans, as well as loan workouts and restructurings. He is currently chair of the firm’s international finance practice. He has written for Lexis Practical Guidance as the expert on commitment letters, intercreditor agreements and asset-based lending, authored numerous articles and been recognized in Super Lawyers, Best Lawyers and selected by Global Law Experts for the banking and finance law expert position in New York.Close