Morrison & Foerster

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Chrys Carey

Morrison & Foerster

Ian Chin

Morrison & Foerster

Peter Green

Morrison & Foerster

Simon Arlington

Morrison & Foerster

1 Contributions by Morrison & Foerster Experts

Second lien debt in acquisition finance: development, documentation (Facility D vs standalone), pricing and covenants, security and intercreditor rights, enforcement mechanics, and restructuring (schemes, valuation, coordination)
PRACTICE NOTES
What is second lien financing? Second lien financing describes funding that is principally backed by the same collateral package as senior or first‑ranking borrowings, yet it generally sits behind that senior or first‑ranking debt on a second‑ranking basis, whether in terms of payment priority and/or security (for more detail, see the Intercreditor position section below). It operates as a tranche of borrowing positioned between senior bank facilities and other junior or subordinated indebtedness within a leveraged buy‑out. Second lien borrowings are most often structured as term loans (or issued as notes in the US). The investor base for second lien instruments is typically institutional investors, encompassing funds that allocate to leveraged loans, collateralised loan obligations (CLOs), hedge funds, and other specialist debt funds...
Banking & Finance
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