Debt, Claims & Special Assets Trading

What is Debt, Claims & Special Assets Trading?

Debt, claims and special assets trading is a specialized discipline where transaction speed, documentation precision and deep market knowledge determine outcomes. Barnes & Thornburg's Debt, Claims & Special Assets Trading team advises investment funds, broker-dealers, banks, Collateralized Loan Obligations (CLOs), private equity funds, family offices and other financial institutions across all aspects of primary and secondary trading in U.S. and international par and distressed debt, private securities, bankruptcy claims, litigation and liquidation trust interests, insurance claims, class action claims, tariff and other refund claims,  litigation/judgment interests and other illiquid and esoteric assets.

Our lawyers bring both transactional skill and commercial judgment to every engagement. We understand that our clients operate in fast-moving markets where the cost of legal delay or misstep can be significant — and we structure our service model accordingly. From pre-trade due diligence through settlement and claim resolution, our team is built for the pace and complexity this market demands.

Being part of one of the nation's largest Am Law 100 firms gives our clients a meaningful advantage. Our debt, claims and special assets trading attorneys work in close collaboration with colleagues across restructuring and insolvency, finance, private equity, tax, regulatory and compliance, structured products and litigation — providing integrated counsel on the full range of issues that arise in complex distressed transactions.

How Does Barnes & Thornburg Help?

Our team advises clients on all aspects of the distressed debt and claims trading lifecycle, including:

• Drafting and negotiating Loan Syndications and Trading Association (LSTA) and Loan Market Association (LMA) trade confirmations, purchase and sale agreements, participation agreements, collateral agreements, proceeds letters and confidentiality agreements
• Counseling on confidential information issues, information walls, NDA requirements and "big-boy" letters
• Drafting and negotiating share purchase agreements for post-reorganization equity and other private security transactions
• Advising on lock-ups, cooperation agreements, plan and restructuring support agreements, voting considerations for loans, bonds and equity positions
• Counselling on rights offerings and related side letters and transfer issues
• Due diligence review of underlying credit documents, proofs of claim and supporting documentation
• Monitoring Chapter 11 and international insolvency proceedings for trading implications, including restructuring support agreements, adequate protection orders, DIP financings, rights offerings and NOL orders, and official committee trading restrictions
• Advising on transferability, lender eligibility, disqualified lender provisions and consent requirements
• Structuring and executing portfolio transactions, loan-to-own strategies and auction procedures
• Representation in the purchase and sale of secured, administrative priority and general unsecured bankruptcy claims arising from domestic and foreign insolvency proceedings
• Structuring loan participations, including true-sale analysis and master participation agreements and derivative structures
• Advising on trading platforms and other fin-tech developments, including review of platform documentation and procedures
• Litigating broken-trades and prosecuting the enforcement of all legal and equitable rights for both buyers and sellers 

Bankruptcy Claims Trading

A core component of our practice is the representation of clients in buying and selling secured, unsecured, administrative and priority claims in bankruptcy, administration and other insolvency proceedings. Our attorneys handle these matters in U.S. and cross-border contexts, bringing not only transactional expertise but direct familiarity with the applicable laws, rules and procedural realities of Chapter 11 and foreign insolvency regimes. We advise on claim diligence, transfer documentation, allowance risks, counterparty risk and the full spectrum of issues that affect recovery outcomes in distressed claim transactions.

We also represent buyers and sellers in bankruptcy claim auctions — whether conducted independently or with the assistance of an investment bank. Our team structures auction processes designed to maximize price and optimize terms, and advises bidders on diligence, bidding strategy and documentation in competitive sale processes.

Debt Trading

Our Debt Trading practice encompasses the full range of primary and secondary loan trading, from par syndications to deeply distressed situations. We draft and negotiate LSTA and LMA trade confirmations, purchase and sale agreements, participation agreements, proceeds letters, netting arrangements and related settlement documentation. We advise on assignment mechanics, lender eligibility and disqualified lender issues, consent requirements, information walls and confidentiality protocols — including “big-boy” letters — and provide practical guidance on market conventions and trading platform procedures. Whether our clients are executing a single trade or managing a portfolio strategy, we deliver documentation that reflects both current market standards and the commercial realities of the transaction.

Special Assets

Beyond traditional bank debt and bankruptcy claims trading, our team advises clients on transactions involving a wide array of illiquid and esoteric assets. We structure and negotiate transfers of litigation claims, insurance claim assignments, class action settlement rights, tariff refund claims (including Section 301 and IEEPA challenges), subrogation claims, liquidation and litigation trust units, mechanics lien claims, historical trading data, cryptocurrency accounts and Cayman Section 238 valuation claims. For assets that cannot be directly assigned, we design derivative and participation structures that allow our clients to gain economic exposure while complying with governing document restrictions. Each of these asset classes presents unique diligence, documentation and transfer challenges — and our attorneys bring the specialized knowledge required to execute efficiently across all of them.

Cross-Border Capability

Our team regularly advises clients on transactions governed by LMA documentation and English law, as well as transactions involving borrowers and insolvency proceedings across multiple jurisdictions. We work closely with experienced local counsel across key markets to address jurisdictional, regulatory and restructuring issues — including lender eligibility, collateral perfection in foreign jurisdictions, and international insolvency regime differences — ensuring clients receive responsive, informed counsel wherever their transactions take them.

Industry Engagement

Our attorneys are active participants in the LSTA and the LMA, staying current on evolving market standards, emerging documentation issues and case developments relevant to the secondary loan and claims trading market. We regularly advise clients on new developments in both organizations and translate market shifts into actionable legal guidance.