Podcast: Credit Funds: Pro Rata Sharing Provisions – Key Points for Lenders
Almost all credit agreements which are based on Loan Markets Association templates contain an ‘Obligors’ Agent’ provision, which is designed to help borrowers and finance parties to minimise the administrative burden of...more
For more than a decade, borrowers and their sponsors have used liability management exercises ("LMEs") to create runway, preserve liquidity, and rationalize capital structures outside of formal insolvency proceedings. In...more
Welcome back to Distressed Debt Legal Insights, Ropes & Gray’s new source of timely insights for professionals navigating the complex world of liability management. In this edition, we’re looking at how Anthology resolved an...more
This second instalment of our five-part series examines the practical and legal considerations shaping back-leverage transactions in Europe. Building on the structural overview in Part One, this article focuses on how...more
On 5 November 2025, the High Court of Australia handed down judgment in Shao v Crown Global Capital Pty Ltd [2025] HCA 43, allowing an appeal from a decision of the New South Wales Court of Appeal (see Shao v Crown Global...more
The credit parties under a subscription credit facility may require flexibility in providing funds to their portfolio companies. Instead of using their own capital to make an equity investment in one of their portfolio...more
Nov. 12, 2025 – “Know thy enemy” is often attributed to Sun Tzu, who famously advised “[i]f you know the enemy and know yourself, you need not fear the result of a hundred battles.” Centuries later, as many of us with...more
Following oral argument on June 30, 2025, the U.S. Bankruptcy Court for the Southern District of Florida refused to dismiss a Chapter 11 adversary proceeding in which debtors BH Downtown Miami LLC and 340 Biscayne Owner LLC...more
Due diligence is a key aspect of the legal structuring and execution of fund finance facilities. In the subscription line market, there are generally well established conventions for performing due diligence on, in...more
A Florida intermediate appellate court recently reversed a $5.8 million judgment in a dispute arising out of loan participation agreements between a commercial lender and an investment firm, reasoning that the agreements were...more
Default interest, in a loan agreement, at a rate of 4% compounded monthly, was not extortionate given the legitimate interests at play and so was not an unenforceable penalty, according to the High Court. This, third...more
European debt documentation is moving ever closer to the US market—a trend that began in the UK and has now spread to continental Europe, providing regional dealmakers with greater flexibility....more
In 2017, then-teenage baseball prospect Fernando Tatis Jr. signed a contract with Big League Advance (“BLA”). BLA is a company that provides upfront cash to minor league baseball players in exchange for a percentage of their...more
New York Real Property Law § 291-f provides that where a recorded mortgage, or an instrument relating to such mortgage, contains an agreement referring to § 291-f and restricting the mortgagor’s right, without the mortgagee’s...more
Unitranche financing structures, also known as first out/last out or "FOLO," are not new to the lending market but have become increasingly common in recent years, particularly in private equity sponsor-backed middle-market...more
When Gatsby stands at the edge of his lawn, gazing across the bay at the green light on Daisy Buchanan's dock, that lamp promises his imagination that time itself might be reversed. History will relent and desire bend the...more
When a borrower defaults on a commercial loan, the lender's initial steps can make the difference between a successful workout and a drawn-out collection process. It is essential to understand the lender’s options and act...more
Governor Newsom has signed Assembly Bill (AB) 692, which adds Section 16608 to the Business and Professions Code and Section 926 to the Labor Code, making it unlawful to include in any employment contract or require a worker...more
As mentioned in the inaugural post of The Carveout, non-recourse loans will include a non-recourse carveout providing protection for the lender in the event the transfer provisions in the loan documents are violated. The...more
This article is the fourth in a multi-part series based on the Lowndes white paper, “Selling & Acquiring Distressed Real Estate in Florida.” Each installment will examine key legal and strategic considerations for acquiring...more
Over the past year, we have observed a marked increase in Events of Default (“EoDs”) arising from financial underperformance in the European mid-market. This trend is largely attributable to the prevailing high interest rate...more
When taking security over a portfolio of investments in a NAV facility, it may be difficult or costly to take security over the borrower’s investments. A common solution is to implement what we refer to as the SPV pledge....more
In August 2025, the Supreme Court of Ohio issued its decision in Huntington National Bank v. Schneider providing important guidance on the obligations of lenders in guaranty and suretyship relationships. The Court rejected...more
In a recent opinion, the Supreme Court of Ohio definitively held that a creditor does not have an affirmative duty to disclose facts that materially increase risk to a surety—and nor does a surety have a duty to disclose to...more
A bankruptcy court in New Jersey recently granted a debtor’s motion to dismiss the counterclaims of two creditors who purchased a percentage of the debtor’s future receivables prepetition. The court rejected the creditors’...more