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Welcome to Debt Download, Goodwin's monthly newsletter covering what you need to know in the leveraged finance market. We hope your year is off to a good start!

Private equity sponsors and lenders are navigating an environment in which disciplined deal structuring and downside preparedness are increasingly interconnected.

On April 12, 2024, the U.S. Department of the Treasury (the Treasury) and the U.S. Internal Revenue Service (IRS) published two sets of proposed regulations...

On November 22, 2019, the U.S. Court of Appeals for the First Circuit in Sun Capital Partners III, LP v. New England Teamsters...

On December 19, 2019, the United States Court of Appeals for the Second Circuit (the "Second Circuit") affirmed a ruling of the United States District Court for the Southern District of New York

In a March 29, 2016 decision, the United States Court of Appeals for the Second Circuit (the "Court of Appeals") held that creditors are preempted from asserting state law constructive fraudulent conveyance claims...

In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss how management can use a "template"

With apologies to the pseudonymous children's book author Watty Piper, this is the story of a humble buy-sell provision in a family-owned LLC's operating agreement...

As the mezzanine market continues to mature, mezzanine creditors have been seeking enhanced protections in their contractual relationship with senior creditors.

Sponsors and corporates face an increasingly complex legal and regulatory landscape when implementing hedging strategies in debt financings. This comprehensive guide examines the critical coordination required between treasury, legal teams, financial advisors and hedge providers to navigate ISDA documentation, regulatory compliance under EMIR and Dodd-Frank, and deal-contingent structures.

In the final episode of a seven-part series for The Proskauer Benefits Brief, partners Michael Album and Josh Miller talk about employment agreements in the context of a management buyout.

They need bigger targets if they are looking to put USD 16 billion to work.

On December 18, 2018, five federal agencies released a proposed rule ("Proposed Rule") to conform the regulations implementing the Volcker Rule to statutory modifications provided by Sections 203 and 204 ...

In leveraged and asset-based lending, the unitranche structure offers a sophisticated approach to allocating risk and return among lenders within a single credit facility. How do first out and last out arrangements work in practice, and what critical provisions should lenders negotiate to protect their interests? This analysis examines the mechanics, economic features, and key considerations that inform participation decisions in these increasingly popular financing structures.

How do U.S. leveraged finance and project finance transactions differ in their treatment of hedging counterparties within senior secured credit structures? This analysis examines the documentation architecture, eligibility frameworks, governance mechanics, waterfall priorities, and enforcement coordination that distinguish these two markets' approaches to integrating hedges into collateral packages.

Infrastructure assets have provided stability and protection for investors, helping to sustain private equity (PE) deal activity and fundraising through a period of macroeconomic uncertainty.

At a time when there is significant M&A activity in the energy industry, it is critical for energy companies to understand how the premerger notification filing requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act" or "the Act"),1 and the regulations promulgated under the Act ("HSR Rules" or "Rule(s)"),2 may apply to their transactions.