Structuring Transactions: Commercial Finance

2 Credit Hours

This section of Structuring Transactions focuses on the structuring, documentation and closing of financial transactions, with a view toward developing an understanding of the common principles that underlie most such transactions and the unique idiom used in this particular area of corporate practice. The curriculum commences with an analysis of the commercial lending landscape and foundational security frameworks. We will dissect the granular provisions of a typical credit agreement, emphasizing the mechanics of affirmative and negative covenants, financial covenants and legal EBITDA definitions. The class subsequently explores complex variations on these themes, including (i) sponsor-led buyouts and acquisition financing, (ii) asset-based lending, (iii) securitization facilities and alternative structures in the debt capital markets, (iv) cross-border transactions, and (v) liability management and the modern emergence of “creditor-on-creditor violence”. Through the class, students will examine sample documentation, draft contract provisions, and negotiate from various positions around the table.