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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, October 2, 2018

  • schedule Time

    1:00 PM E.T.

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

$347.00

This course is $0 with these passes:

CLE
ALL

This CLE course will provide commercial lending counsel with a review of essential provisions in a split-collateral intercreditor agreement, including the priority of rights, access to collateral, payment blockage and standstill provisions. The panel will address the negotiation of provisions from the perspective of the asset-based lender (ABL) and term lender.

Faculty

Jennifer B. Hildebrandt
Partner, Corporate Department
Paul Hastings, LLP

Ms. Hildebrandt is a partner in the Global Finance Group of Paul Hastings and head of the Los Angeles Corporate Department. She represents banks and other lenders in commercial finance matters (including asset-based loans and cash flow loans), restructurings, workouts, and special situation lending. Ms. Hildebrandt has extensive experience in multi-tranche and multi-lien transactions. In particular, she has extensive experience representing lenders in two lien deals, split collateral deals and first-out / last-out unitranche transactions. In addition, she has experience in various business sectors including healthcare, software, retail, insurance, media, franchise, restaurants, casinos, manufacturing, and vehicle and airline transportation, and in cross-border transactions.

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Christopher G. Ross
Partner, Corporate Department
Paul Hastings, LLP

Mr. Ross represents banks and alternative lenders in commercial finance transactions, including acquisition financings, syndicated and direct lending, cross-border transactions, special situations, refinancings, recapitalizations, asset-based lending, cash flow loans, first lien/second lien facilities, and mezzanine debt facilities. He has experience in various business sectors including healthcare, software, retail, media, franchising, manufacturing, and transportation. In addition, Mr. Ross has extensive experience in representing creditors, lenders, and investors in connection with both in-court and out-of-court restructurings, including debtor-in-possession and exit financings.

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Description

Middle-market leveraged finance arrangements often contain multiple tranches of debt. Negotiating related intercreditor agreements has become more dynamic, and second lien lenders and junior lenders are increasingly able to obtain more favorable terms.

ABLs and term lenders often join to provide such multi-tranche financing through a split collateral lien structure. In that structure, the ABL lender receives a first lien on the working capital assets—typically receivables, inventory and related proceeds—and the term lender receives a first lien on the remaining assets. Each lender also gets a junior lien on the other lender’s pool of collateral.

Listen as our authoritative panel of commercial finance practitioners analyzes critical provisions in a split collateral intercreditor agreement from the perspectives of both the ABL and the term lender. The panel will discuss essential provisions, including among others, the priority of rights, access to collateral, payment blockage and standstill provisions.

Outline

  1. Defining collateral pools
  2. Priority of rights issues
  3. Access to collateral
  4. Payment blockage
  5. Standstill and the senior lienholder’s right to exercise remedies
  6. Waterfall provisions

Benefits

The panel will review these and other high priority issues:

  • Defining and delineating the collateral pools of the lenders
  • Understanding priority rights to proceeds from collateral or other receipts not allocated to either lender
  • Identifying and negotiating each lender’s rights and remedies following a borrower default