Debt Restructurings and Indenture Amendments: Exploring Inter Creditor Agreements and Analyzing Substantive & Technical Amendments
The New York appellate court decision in GSO Coastline Credit Partners v. Global A&T Electronics interpreted Section 316(b) of the Trust Indenture Act (TIA) as prohibiting issuers to unilaterally amend an indenture and an intercreditor agreement without the debtholder's approval. The decision raised numerous issues and uncertainties that counsel and their clients must carefully consider to avoid potential risks and pitfalls.
This course offers a discussion of the amendments to indentures and intercreditor agreements and the ability of issuers to cure ambiguities without debtholder consent. The panel will analyze Section 316(b) of the TIA, and the impact of the GSO v. Global A&T Electronics decision to debt restructurings and indenture amendments.
In a two-hour LIVE Webcast, the speakers will discuss:
- A Brief Overview of Section 316(b)
- Applicability of Section 316(b)
- Ambiguity vs. Substantive Amendments
- Interpretation of Intercreditor Agreement Provisions
- Impact of Intercreditor Agreements to Indenture Amendments
- Key Takeaways from GSO v. Global A&T Electronics
Shane G. Ramsey, Partner
Nelson Mullins Riley & Scarborough LLP
- Overview of Topic
- What is an intercreditor agreement (ICA) and what purpose does it serve?
- Lien priority
- Payment subordination
- Lien subordination
Dawn Stachler, Attorney / Of Counsel
BP Peterman Law Group, LLC / Wilson Keadjian Browndorf
- When Indenture Amendments Challenge Lien Positions in the ICA
- Indenture amendments – resolving ambiguities in the ICA
- Indenture amendments - substantive impact on the ICA
- Brief review of recent litigation
Jonathan F. Flaxer, Partner
Golenbock Eiseman Assor Bell & Peskoe LLP
- Current state of the law on Trust Indenture Act sec. 316(b) in light of:
- recent 2d Circuit opinion in Marblegate Asset Management LLC v. Education Management Corporation
- recent decisions in Caesars Entertainment Operating Co. Inc. and Waxman v. Cliffs Natural Resources.
- How far reaching is the 2d Circuit’s decision?
- Drafting and other practical considerations for investors and indenture trustees.
Who Should Attend:
- Finance Lawyers
- Financial Professionals
- Securities Litigators
- Creditors & Debtholders
- Corporate Financial Officers
- Private and Public Companies
Shane Ramsey is a partner in the Nashville office of Nelson Mullins Riley & Scarborough LLP where he focuses his practice on financial restructuring, bankruptcy, and corporate trust matters. Mr. Ramsey regularly represents committees of unsecured creditors, indenture trustees, secured creditors, unsecured creditors, bondholders, noteholders, liquidation trustees, plan administrators, disbursing agents, and other entities in bankruptcy reorganizations, liquidation proceedings, and bankruptcy related litigation.
Mr. Ramsey also has experience handling complex civil litigation matters in both state and federal courts and in alternative dispute resolution settings, including arbitration and mediation. His business litigation experience includes contract disputes, business torts, breach of fiduciary duties, officer and director liabilities, and other general litigation matters.
Shane Ramsey is a partner in the Nashville office of Nelson Mullins Riley & Scarborough LLP where he focuses his …
For over 10 years, Dawn has handled State and Federal Court litigation in areas of secured lending, business transactions, UCC, foreclosure and bankruptcy law. She specialized in creditors’ rights and collections litigation while representing national banks and other institutional lenders. Dawn is fluent in Mandarin, Chinese. In her spare time, Dawn focuses on fundraising and networking for small farms, local food businesses and charities.
For over 10 years, Dawn has handled State and Federal Court litigation in areas of secured lending, business transactions, UCC, …
Jonathan Flaxer has devoted his career to business bankruptcy practice, successfully representing bondholders, chapter 11 debtors and trustees, creditors’ committees, distressed debt investors, distressed asset acquirers, indenture trustees, and landlords. Mr. Flaxer has also led numerous successful out-of-court workouts. He is active in several professional organizations and writes and lectures on bankruptcy-related topics. He has recently been appointed to serve as chapter 11 trustee in cases involving a residential building and a large construction company. Mr. Flaxer is “AV” rated by Martindale-Hubble and has been included among on the list of New York Super Lawyers since 2006.
Mr. Flaxer is a graduate of Brooklyn Law School (J.D. - Cornelius W. Wickersham Constitutional Law Prize) and New York University (B.A.) He served as a Law Clerk for Honorable Manuel J. Price, U.S. Bankruptcy Judge, Eastern District of New York. He is admitted in the State of New York, U.S. District Court, Southern and Eastern Districts of New York, U.S. Court of Appeals for the Second Circuit and U.S. Supreme Court. He is a member of the American Bankruptcy Institute and the New York City Bar Association, where he is currently serving on the Task Force on Puerto Rico and the Bankruptcy & Corporate Reorganization Committee — Trust Indenture Act Subcommittee.
Jonathan Flaxer has devoted his career to business bankruptcy practice, successfully representing bondholders, chapter 11 debtors and trustees, creditors’ committees, …
Print and review course materials
Method of Presentation:
Experience in bankruptcy
NASBA Field of Study:
Finance - Technical
NY Category of CLE Credit:
Areas of Professional Practice
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About Nelson Mullins Riley & Scarborough LLP
Nelson Mullins Riley & Scarborough LLP provides advice and counsel in litigation, corporate, securities, finance, banking, mergers and acquisitions, financial services, healthcare, technology, intellectual property, labor and employment, government relations, regulatory, bankruptcy and creditors' rights, immigration, international law, and other needs of clients ranging from private individuals to large businesses.
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About BP Peterman Law Group, LLC / Wilson Keadjian Browndorf
BP Peterman Law Group, LLC provides a full range of default management services to its mortgage banking and mortgage servicing clients throughout most of the United States.The firm’s mission is to ensure that free, clear and marketable titles are conveyed from sellers to buyers. The firm has an REO Department that offers settlement/closing services to make your residential, commercial real estate purchase or refinance transaction trouble-free.
BP Peterman Law Group incorporates a high level of technology into its legal practice and recognizes that a personalized team approach is also equally vital to providing excellent legal services. The attorneys of the Firm are leaders in the course and development of foreclosure law, lecturers and teachers of foreclosure and real estate related topics to the industry, and litigators of the current issues of the day relating to foreclosure. The Firm is experienced with FNMA, FHLMC and other GSE loan types; likewise, its staff is trained and experienced to handle a multitude of other file types referred via loan originators and loan servicers.
About Golenbock Eiseman Assor Bell & Peskoe LLP
The attorneys of Golenbock Eiseman Assor Bell & Peskoe LLP counsel and represent a wide variety of domestic and international companies and individuals, ranging from Fortune 500 corporations and private equity funds to closely held private companies and individuals involved in significant transactions and disputes. We are proud of our long track record of carefully crafted transactions, successful trials, and settled cases.
We pride ourselves on understanding the strategic implications of the restructuring process. Working successfully in this rapidly moving environment requires an intimate knowledge of the process, the law, and the strategic needs of all the players. Clients who have chosen our firm include debtors, indenture trustees, investors in distressed securities, asset purchasers, Chapter 11 trustees, liquidation trustees, creditors’ committees, landlords, secured creditors, and debtor-in-possession lenders.