Uptiering Project

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Uptiering Project

Hello everyone! Welcome to the page dedicated to the Uptiering research project. You’ll find relevant materials related to the project here. If you find useful materials over the course of the project, please send them to me via email, and I will add them to this common page.

Initial Orientation (Training Part 1)

To kick things off, please review the essential materials below. Getting your head wrapped around the leveraged lending market and the specifics of “uptiering” takes a little time and effort. I highly recommend starting with the Pitchbook leveraged loan primer linked below — the first video especially is a nice, gentle introduction to leveraged lending. Then do a deeper dive by reading the Skadden and Dechert client memos (be sure to click the link to download the complete Dechert memo).

If you’d like to learn more, check out the supplemental materials also. I don’t think reading these materials is a must-do, but I think you’ll have a better grasp of everything if you review them. And of course, you can log your hours for all of this, so might as well!

Essential Materials for Training Part 1

Essential Materials for Training Part 1

Name

Click on the globe for link

Leveraged Loan Primer (Pitchbook)

Uptier Exchange Transactions Remain in Vogue (Skadden)

Liability Management Transactions: Uptier Transactions (Dechert)

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Supplemental Materials for Training Part 1

Supplemental Materials for Training Part 1

Name

Click on the globe for link

Serta’s Uptiering Maneuvering Approved by US Bankruptcy Court (Shearman)

Buccola & Nini, The Loan Market’s Responses to Dropdown and UpTier Transactions

Liability Management Transactions: Drop Down Transactions (Dechert)

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Initial Orientation (Training Part 2)

In this step of the training, I take you through a high level introduction to the credit agreements the leveraged loan market uses. These agreements ultimately come from the Securities and Exchange Commission’s

EDGAR database⁠

. In short, publicly traded companies are required by the federal securities regulations to disclose material contracts to their investors. These credit agreements are often material, and so public companies will file them with the SEC. Edgar is where all of the filings are stored electronically. If you’re planning on being a corporate/transactional lawyer, it is a very good idea to familiarize yourself with Edgar.

For this second training module,

please watch this screencast⁠

first and then review the three agreements included as essential materials below.

Essential Materials for Training Part 2

Essential Materials for Training Part 2

Exemplary Credit Agreements

Click on the globe for link

EXCELERATE ENERGY

Vertex Aerospace

Knife River

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Let’s Get Crazy: Learning How to Parse Complex Credit Agreements

All right, and now for the main event: Analyzing our corpus of over 2,000 credit agreements. Buckle up!

In the email I sent the team [on date], you will find: (1) a link to the spreadsheet we’re using to assign deals to RAs; and (2) a link to the Qualtrics instrument we’re using to collect data. Once you have opened those in your browser, go ahead and watch the training screencasts below. I broke them up into separate videos to make it a bit easier to find discrete topics. I’m not sure that was the right call, but there you go. The screencasts analyze

this credit agreement from July 2023⁠

Screencast #1:

Initial Orientation and the Sharing Provision⁠

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Screencast #2:

The Amendments/Modification Provision⁠

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Screencast #3:

Successors and Assigns Provision⁠

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Screencast #4:

Open Market Purchases Provision⁠

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Screencast #5:

Liens Provision⁠

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I am certain that the first several credit agreements you analyze are going to be slow going, despite my best efforts to streamline the analysis as much as possible. That’s totally to be expected. Send questions, and we can work through them together. I will share answers and examples with the entire time, either through email or posting additional screencasts here.

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