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

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Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Tuesday, August 19, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
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

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.

Mr. Newman’s practice focuses on all types of secured and unsecured lending transactions, including cross-border transactions, project/infrastructure financings, syndicated loan transactions, debtor-in-possession financings, asset-based and real estate-based lending matters. He also does extensive work in the subordinated and convertible debt areas and in treasury management. In addition, Mr. Newman acts for Canadian and U.S.-based private equity funds in connection with their cross-border investments in equity, quasi-equity, and qualified debt obligations. He also routinely acts on behalf of lenders, borrowers, and receivers in connection with special account, work-out related, security enforcement and receivership files.

Mr. Schulwolf is a partner in Shipman's Business and Corporate Practice Group. He focuses his practice on advising clients in financing, investment, acquisition, and restructuring transactions. In the Finance sector, Mr. Schulwolf regularly represents financial institutions including banks, mezzanine funds, and other institutional investors in structuring, documenting, and closing complex senior and mezzanine financings, including mezzanine financings with equity co-investments. He regularly represents lenders in connection with acquisition financings, financing of alternative energy projects (including wind, solar, and fuel cell projects), asset-based loans, cash flow loans, and syndicated credit facilities and he also represents Shipman's corporate clients and private equity portfolio companies in their financing transactions.

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.
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
I. Consent rights and sacred rights
II. Waterfall and pro-rata sharing
III. Removal and addition of co-lenders
IV. Roles, rights, and responsibilities
V. 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
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