Representing Co-Lenders in Syndicated Credit Facilities
Consent Rights, Sacred Rights, Waterfall and Pro-Rata Sharing Provisions, Removal and Addition of Co-Lenders

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Thursday, August 3, 2023
- 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 examine syndicated loans from the co-lender's perspective. The panel will discuss deal points of particular concern to co-lenders, including trends in negative covenants and collateral leakage, voting rights, waterfall and pro-rata sharing provisions, intercreditor arrangements, and regulatory concerns for banks and other regulated entities.
Faculty

Mr. Wurst has more than 30 years of experience and is well recognized for handling significant commercial finance and bankruptcy matters. He is an esteemed fellow of the American College of Commercial Finance Lawyers and is a panelist on the American Arbitration Association’s National Roster of Arbitrators. Mr. Wurst has significant expertise in asset-based lending, factoring, and all other areas of commercial finance, bankruptcy matters, workouts and turnaround situations. He is actively involved in the documentation of commercial finance and leasing transactions, as well as litigation that may arise out of or in connection with such transactions.

Ms. Mason is a member of the Banking and Finance department and Co-Chair of the Lender Finance practice group. Her practice focuses primarily on 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, Chapter 11 debtor-in-possession and “exit” financing facilities and other secured lending transactions.

Dr. Manzer is a partner in the Banking & Specialty Finance Group and Business Law practice. She has developed expertise in a wide range of practice areas combining skills to work effectively in most corporate/commercial practice areas, with a focus on financial services and structured transactions. Her recent experience includes block chain and fintech applications. Her cross-border expertise has led to several leadership roles in leading U.S. business law organizations such as the American College of Commercial Finance Lawyers and the American Bar Association. Dr. Manzer has written many books on legal topics, primarily in areas of banking and specialized finance, and routinely lectures and speaks on a wide range of topics.
Description
In most syndicated loan transactions, the loan agreement, collateral documents, and ancillary documents are negotiated with the borrower by the agent bank. As a result, co-lenders may have limited time to review and make material changes to the loan documents before closing.
Loan features of particular importance to co-lenders include waterfall and pro-rata sharing provisions and how those provisions operate under pre- and post-default scenarios. Co-lenders should also focus on the voting rights among the lenders--what actions under the loan documents require the consent of 100 percent of the lenders, require a 75% or 66 2/3rd%, a majority lenders' consent or a lesser standard such as agent discretion. Intercreditor arrangements, whether split-lien intercreditors, second lien intercreditors, or unitranches, also will be of particular concern to co-lenders.
Listen as our authoritative panel discusses the key concerns of co-lenders in a syndicated credit facility.
Outline
- Consent rights and sacred rights
- Waterfall and pro-rata sharing
- Removal and addition of co-lenders
- Roles, rights, and responsibilities
- When things go wrong
Benefits
The panel will review these and other vital questions:
- Negative covenants: role of precedent; sponsor-friendly provisions; collateral leakage concerns
- Voting rights: key issues and trends in recent cases
- Waterfall and pro-rata sharing provisions
- Intercreditor arrangements
- Regulatory and compliance concerns for co-lenders
- Special issues for letter of credit issuers
Unlimited access to premium CLE courses:
- Annual access
- Available live and on-demand
- Best for attorneys and legal professionals
Unlimited access to premium CPE courses.:
- Annual access
- Available live and on-demand
- Best for CPAs and tax professionals
Unlimited access to premium CLE, CPE, Professional Skills and Practice-Ready courses.:
- Annual access
- Available live and on-demand
- Best for legal, accounting, and tax professionals
Related Courses

Structuring Uptier and Drop-Down Financing Transactions: Crafting Loan Terms to Manage Exposure and Mitigate Risks
Thursday, May 29, 2025
1:00 p.m. ET./10:00 a.m. PT
Recommended Resources
Making Continuing Education Work for You, Anytime, Anywhere
- Learning & Development
- Career Advancement