Second Lien & Intercreditor Arrangements

Winning Strategies for Structuring, Negotiating and Enforcing

Wednesday, September 27, 2006

About

Second lien loans have enjoyed explosive growth over the last several years, evolving from a niche asset based product to an accepted layer of financing in leveraged capital structures. However, given the lack of historical data regarding second lien deals, predicting what will happen should the financed entities suffer distress, default or bankruptcy is difficult. Thus, it is imperative that everyone entering into this market be aware of and ensure their intercreditor agreements account for complexities and uncertainties in this constantly changing environment.

Today's transactions are complex, innovative and sophisticated, and you can't take the risk of assuming these agreements are like any other, whether you are an adviser to a lender or a borrower, a primary or secondary lien holder.

Within this publication, a collection of presentations from this conference, you will understand the different types of second lien deals, and the range of "market" terms for each type. You will also learn the latest strategies to enable you to structure and document second lien deals to best protect the interests of various parties, especially in the case of the borrower's bankruptcy or financial distress.

Presentations from expert speakers and include in-depth,discussions on:

  • Important leverage points and key battlegrounds for first and second lien lenders in and outside of bankruptcy
  • Maximizing leverage in enforcement and restructuring contexts
  • Lessons of experience from second lien bankruptcies
  • Relative advantages and disadvantages of second lien lending and mezzanine lending
  • Managing and addressing conflicts of interest for agents for both first and second lien lenders

Contents & Contributors

About

Second lien loans have enjoyed explosive growth over the last several years, evolving from a niche asset based product to an accepted layer of financing in leveraged capital structures. However, given the lack of historical data regarding second lien deals, predicting what will happen should the financed entities suffer distress, default or bankruptcy is difficult. Thus, it is imperative that everyone entering into this market be aware of and ensure their intercreditor agreements account for complexities and uncertainties in this constantly changing environment.

Today's transactions are complex, innovative and sophisticated, and you can't take the risk of assuming these agreements are like any other, whether you are an adviser to a lender or a borrower, a primary or secondary lien holder.

Within this publication, a collection of presentations from this conference, you will understand the different types of second lien deals, and the range of "market" terms for each type. You will also learn the latest strategies to enable you to structure and document second lien deals to best protect the interests of various parties, especially in the case of the borrower's bankruptcy or financial distress.

Presentations from expert speakers and include in-depth,discussions on:

  • Important leverage points and key battlegrounds for first and second lien lenders in and outside of bankruptcy
  • Maximizing leverage in enforcement and restructuring contexts
  • Lessons of experience from second lien bankruptcies
  • Relative advantages and disadvantages of second lien lending and mezzanine lending
  • Managing and addressing conflicts of interest for agents for both first and second lien lenders

Contents & Contributors


STANDARD & POOR'S PERSPECTIVE ON SECOND LIENS AND RECOVERY
Anne-Charlotte Pedersen, Standard and Poor's

FIRST LIEN/SECOND LIEN STRUCTURES A GENERAL OVERVIEW
Brian Trust, Mayer Brown Rowe & Maw LLP

IDENTIFYING AND RESOLVING POTENTIAL CONFLICTS OF INTEREST FOR MULTI-TRANCHE AGENTS
Bruce Moorhead, Hunton & Williams
Dave Kalal, UBS AG
Larry Klaff, GB Merchant Partners, LLC
Mark Manski, Barclays Capital

LESSONS LEARNED FROM RECENT SECOND LIEN DEFAULTS AND BANKRUPTCIES
Frederick Eisenbiegler, Partner, Bingham McCutchen LLP

MEZZANINE INVESTING VS. SECOND LIEN FINANCING
Michael Smith, Ares Management L.P.
Steve Quinn, Cyrus Capital Partners, L.P.

INTERCREDITOR AGREEMENTS AND SECOND LIEN FINANCING
Mark Berman, Nixon Peabody LLP
William Egler, Nixon Peabody LLP



DOCUMENT TYPES: PRESENTATIONS AVAILABLE: 0