Evaluating Key Intercreditor Arrangements: First Lien/Second Lien, Split Collateral, Senior/Mezzanine, Unitranche
Comparing and Contrasting Intercreditor Structures, Choosing the Arrangement Best Suited for the Deal

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Thursday, January 13, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will provide counsel with context for negotiating intercreditor arrangements by comparing critical aspects of the most common arrangements--first lien/second lien, split collateral, senior/mezzanine, and unitranche structures. The panel will also discuss significant recent trends in intercreditor arrangements and salient problems.
Faculty

Mr. Galil is a member of the Finance, Business Restructuring and Reorganization, and Environmental, Social and Governance (ESG) Practice Groups. His practice focuses on advising sponsors, issuers, financial institutions and investment funds in a variety of financing transactions, including credit facilities, leveraged acquisitions, dividend recaps, debt buybacks, out-of-court capital restructurings, and debtor-in-possession exit financings. Mr. Galil also frequently performs credit analyses on a borrower’s debt instruments and advises on vulnerabilities and potential restructuring approaches.

Mr. Wise is a partner in the Finance & Restructuring group resident in the New York office. As a leading practitioner in restructuring and special situations finance, he has extensive experience in complex liability management transactions, Chapter 11 matters, workouts, rights offerings, recapitalizations, restructuring, post-petition and exit financing, and distressed debt purchases and sales. Mr. Wise is a frequent author and thought leader on many issues in the restructuring and finance spaces.

Mr. Homer is an experienced Of Counsel with a demonstrated history of representing both privately held and publicly traded companies as borrowers in various debt transactions, including unsecured transactions and complex secured transactions of all types. Primarily advise private equity firms during the leveraged buyout phase and continue to advise them and their portfolio companies regarding compliance with debt covenants, refinancing and repricing transactions, and corporate restructurings, including internal restructurings, asset dispositions, and public equity offerings. Proven record of successfully managing and directing multiple cross-border transactions of all sizes requiring coordination with parties in various US and international jurisdictions and a working understanding of collateral rules in various jurisdictions. Able to quickly understand the commercial goals of a transaction and ensure those goals are reflected in the legal documentation and execution of the transaction. Skilled at drafting and negotiating all documents pertaining to debt financing and managing a team towards completing a successful execution of a transaction. Team player with a knack for recruiting, supervising, and mentoring other attorneys and invested in ensuring that work culture ensures that all employees may best utilize their skills and abilities for the good of the enterprise. Admitted to practice law under the New York State bar.
Description
Multifaceted intercreditor arrangements are increasingly common in commercial finance transactions. Counsel involved in commercial finance transactions must critically analyze the principal legal issues in complex intercreditor arrangements.
The most prevalent intercreditor arrangements are first lien/second lien, split collateral, senior/mezzanine, and unitranche. Counsel must understand the pros and cons of each intercreditor arrangement and factors to consider in advising clients regarding the intercreditor arrangements in a given deal.
Listen as our authoritative panel of finance attorneys compares essential aspects of intercreditor structures--first lien/second lien, split collateral, senior/mezzanine, and unitranche arrangements. The panel will also discuss recent trends in intercreditor arrangements and salient problems.
Outline
- Overview and comparison of the four most prevalent intercreditor arrangements
- First lien/second lien
- Split collateral
- Senior/mezzanine
- Unitranche
- Prevalence of the different intercreditor arrangements
- Factors driving the choice of intercreditor arrangement
- Risks involved in the intercreditor arrangements, including the pros and cons of the different intercreditor arrangements
- Recent trends in intercreditor arrangements
Benefits
The panel will review these and other noteworthy issues:
- What are the key differences in structure and terms among the various types of intercreditor arrangements?
- What are the most significant risks associated with the different intercreditor arrangements?
- What factors are primary determinants of the type of intercreditor arrangements best suited for a particular transaction?
- What are the trends in different intercreditor arrangements?
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