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Goulston & Storrs PC

Rethinking Liability Management in Club Deals and Direct Lending: Lessons from the Fifth Circuit’s Serta Ruling and Beyond

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On December 31, 2024, the Fifth Circuit Court of Appeals (the “Court”) struck down the controversial 2020 “uptier transaction” executed by Serta Simmons Bedding (“Serta”). The Serta case and several other state court and...more

Cadwalader, Wickersham & Taft LLP

From Mistake to Misconduct, April 2025 - Beyond the Boilerplate

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The term “boilerplate” originates from the printing industry, where “boilerplate” referred to metal plates with standardized text used for newspapers and other publications. In legal documents and contracts, boilerplate...more

Jones Day

Uptiers in 2025: Impact of the Serta and Mitel Decisions on Liability Management Exercises

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Late last year, the U.S. Court of Appeals for the Fifth Circuit and the Appellate Division of the Supreme Court of the State of New York issued important rulings regarding the validity of uptier “liability management...more

Holland & Knight LLP

American Tire: Rubber Hits the Road in Non-Ratable Chapter 11 Liability Management Transaction

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Minority senior secured lenders in syndicated deals rely on, among other provisions, the "sacred right" protections contained in the credit documents to protect the benefit of their bargained-for agreement: primarily, that...more

Morrison & Foerster LLP

Latest Uptier Decisions in Serta and Mitel Remind Contract Language Matters

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The caselaw on “uptiers” as liability management exercises (LMEs) grew by two opinions on the last day of 2024. In Serta, the Fifth Circuit reversed the bankruptcy court’s blessing of the pre-bankruptcy uptier and...more

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