The recent decisions of the United States District Court for the Southern District of New York in the Marblegate and Caesars Entertainment cases contain language that suggests a significant departure from the widely understood meaning of TIA Section 316(b) that has prevailed among practitioners for decades. These cases have introduced interpretive issues that have disrupted established opinion practice. These opinion issues arise where the relevant indenture is qualified under the TIA. Similar interpretive issues may exist where the relevant indenture or other agreement is not subject to the TIA but includes wording substantially similar to the text of TIA Section 316(b), although the applicable law and interpretive principles may differ. 

This White Paper presents a set of general principles that can guide opinion givers until such time as the interpretive questions raised by these recent cases are resolved through future judicial opinions and/or legislative action.

For additional information, please contact Bruce Bennett, Dianne Coffino, or Ronald Hewitt.