LAW 207P - Advanced Secured Transactions-Leveraged Finance Practicum.

This practicum will provide students an opportunity to understand, draft, and negotiate two complex highly leveraged secured transactions - a syndicated corporate loan and a high-yield bond issuance. The practicum will cover the basics of commercial lending, typical deal structures, and key financial and legal concepts in both bank and bond deals. In the process, students will gain an in-depth understanding of advanced secured transactions, structural and contractual subordination, opinion practice, the syndicated loan market, and corporate debt structures. Students will also be introduced to other areas of law implicated by bank/bond deals, including: margin regulations, indemnification, the Patriot Act, bankruptcy and fraudulent conveyances, fiduciary and agency relationships, private equity, and contracts, as well as certain securities and corporate tax topics. In order to provide both a realistic and comprehensive experience, students will be divided into teams, and take turns representing the borrower/issuer and the lenders. Students will be expected to learn to identify key issues, negotiate on behalf of their clients, and prepare initial drafts or mark-ups of all key documents in a typical bank/bond deal, including commitment letters, credit agreements, indentures, collateral agreements, and opinions. Students will also be asked to prepare short presentations to the class on related legal concepts. Prerequisites: Students must have already taken or be simultaneously taking (1) Secured Transactions; and (2) either Close Business Arrangements or Publicly Held Businesses. Four hours. Hoefling