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
Intermediate
- work Practice Area
Banking and Finance
- event Date
Thursday, January 30, 2025
- 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. Friedman’s practice primarily involves representing banks, borrowers, private equity sponsors, hedge funds, insurance companies, alternative asset managers, and other institutional investors in a broad range of domestic and cross-border debt finance and financial restructuring transactions, bankruptcy cases, special situations investments, and distressed acquisitions. He has extensive experience with acquisition and other leveraged financings, direct lending transactions, asset-based lending, investment grade financings, unitranche financings, dividend recapitalizations, bridge loans, complex liability management transactions, and debtor-in-possession and exit financings.

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. Galil is a member of the Firm's Global Finance Practice Group. He represents a variety of clients, including sponsors, issuers, financial institutions and investment funds, in complex financing transactions. The business contexts for these transactions have ranged from ordinary-course credit increases and refinancings to pivotal credit such as acquisition financings and debtor-in-possession and bankruptcy exit financings, as well as special-circumstances transactions such as debt buybacks and covenant relief amendments.
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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