Liability management exercises · defined & tracked

liabilitymanagement.ca

A reference for liability management exercises

Liability management exercises, defined and tracked

A liability management exercise (LME) is an out-of-court transaction that reshapes a stressed company’s debt using flexibility in its existing loan or bond documents. This site defines the terms and tracks the transactions, with references to Liability Management Exercises: Law and Practice.

What is an LME

LMEs let a company raise new money, extend maturities or buy back debt at a discount without a bankruptcy filing. They often treat creditors of the same class differently: lenders who take part can move ahead of those who do not.

The two classic structures are the drop-down, which moves assets beyond existing creditors’ reach to support new debt, and the uptier, in which a majority amends the documents to create a priority tranche for itself.

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Deal Tracker

133 reported LMEs from 2009 to 2025, classified by structure, jurisdiction and what followed. 8 involved a Canadian borrower. For the forward-looking view — Canadian names showing distress now — see the Distress Watch.

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Reported LMEs by year — the jump after 2020.

DateCompanyStructureWhat it was
December 2025 Newfold Digital Uptier Uptier reported in December 2025, US.
December 2025 KIK Consumer Products Uptier Uptier reported in December 2025, Canada / US.
November 2025 Springs Window Fashions (#2) Uptier Uptier reported in November 2025, US.
November 2025 Sabre (#2) Pari Plus Pari Plus reported in November 2025, US.
October 2025 Apex Tool (#2) Uptier Uptier reported in October 2025, US.
September 2025 Telesat Dropdown A Canadian drop-down; the litigation that followed puts the oppression remedy in issue before the Ontario court.
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Lexicon

33 terms, from uptiers and drop-downs to the blockers lenders now write to stop them.

Liability management exercise

An out-of-court transaction, or series of transactions, that reshapes a stressed borrower's capital structure using flexibility in its existing debt documents, usually to raise liquidity, extend maturities or capture discount.

Uptier

A transaction that reallocates recovery value among existing creditors: majority lenders amend the documents to create a priority tranche, exchange into it, and leave non-participating lenders subordinated.

Drop-down

A transfer of assets or value away from the obligor group, usually to an unrestricted or non-guarantor subsidiary, which then raises new debt secured on those assets and structurally senior to existing creditors.

Pari plus

New debt that ranks equally with existing secured debt against the original credit group and also receives exclusive additional credit support, such as guarantees or collateral, from outside that group.

Double-dip

A structure that gives participating creditors two claims against the same credit support, typically a guarantee from the credit group plus an intercompany loan from a non-guarantor borrower into that group.

J.Crew blocker

A covenant barring transfers of material assets, originally intellectual property, to unrestricted subsidiaries and barring designation of asset-holding subsidiaries as unrestricted.

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The book

Liability Management Exercises: Law and Practice (LexisNexis Butterworths, 2026), edited by Matteo Clarkson-Maciel, covers LMEs under US, English and Canadian law. Every definition and deal on this site cites the paragraphs of the book that discuss it.

Where to find the book →