What is a restructuring support agreement, and does it limit asset sales or licenses?

What a restructuring support agreement is

A restructuring support agreement (RSA) is a contract in which a distressed company and some or all of its key creditors, and often its equity sponsor, commit to support a specific restructuring described in an attached term sheet. Signing creditors typically agree to vote for the plan, not to object to it and not to back alternatives, while the company agrees to pursue the deal on a fixed timetable.

RSAs anchor prepackaged and pre-negotiated chapter 11 cases and many out-of-court deals. Because they also limit what the company may do while the deal is pending, they often decide whether an asset sale or a license can happen at all before the restructuring closes.

How an RSA works

1. Negotiation. The company and an ad hoc group of lenders or noteholders negotiate under confidentiality agreements, usually through counsel and financial advisors.
2. Signing and lock-up. Consenting creditors sign and agree not to sell their claims unless the buyer joins the agreement, which keeps the support intact.
3. Milestones. Deadlines for filing, first-day and DIP orders, disclosure statement approval, plan confirmation and the effective date. Missing one usually gives the consenting creditors a right to terminate.
4. Company covenants. The company agrees to operate in the ordinary course and not to take listed actions without consent, frequently including sales, transfers, leases or licenses of material assets outside the ordinary course.
5. Fiduciary out. The board can usually stop supporting the deal, or terminate, if continuing would be inconsistent with its fiduciary duties, often after receiving a better proposal.
6. Implementation. The restructuring closes through a confirmed plan, a sale or an out-of-court exchange.

Example (Illustrative). Calder Systems Group, a fictional IT services company with about 260 full-time employees at peak, signs an RSA with its term lenders before a pre-negotiated chapter 11. The RSA bars dispositions and licenses of material assets outside the ordinary course without consent of the required consenting lenders. Weeks later the CRO learns that companies like Calder license operating records to AI developers. Debtor's counsel reads the covenant, concludes that an exclusive records license needs consent, and sends a one-page proposal to lenders' counsel before any term sheet is signed. With consent in hand, the license goes to the court on notice.

RSA vs similar agreements

Where a data license meets the RSA

Copyright law lets an owner transfer any one exclusive right separately while keeping the rest (17 U.S.C. 201), which is why a records license can be drafted narrowly. Whether a narrow license counts as a disposition under a particular RSA is a contract question, so have counsel read these provisions before anyone signs a term sheet:

• The definition of the restructuring transactions and any covenant against actions inconsistent with them.
• The asset disposition covenant, and whether it names licenses expressly.
• The ordinary-course carve-out and any value thresholds.
• Who counts as the required consenting creditors, and how consent is given.
• The milestones, and whether a license would close before or after the effective date.
• Whether the license term and exclusivity would bind the reorganized company or a buyer.
• Liens on general intangibles and where proceeds must go.
• Confidentiality and cleansing terms, if creditors cannot receive material non-public information.

This is general information, not legal, tax or financial advice. Confirm with your own counsel before acting.

Why it matters for referral partners

Timing decides most outcomes. A records license raised while the RSA is being negotiated can be carved out or pre-approved in one sentence. Raised after signing, it needs consent from the creditor group, adds a step to the timeline and competes for attention with milestones. For a restructuring professional, the best moment to mention SourceX is while the company's advisors are drafting the covenants.

SourceX works with US companies that have 50+ full-time employees at peak (contractors excluded), several years of documented operations, the rights to license their records and an authorized sponsor, which in a restructuring may be the board acting with creditor consent and, inside a case, court approval. The who qualifies page has the baseline and the company fit checker gives a preliminary read. When records are being sold rather than licensed, the 363 sale due diligence checklist and the records inventory folder for a bankruptcy sale data room cover what bidders will ask.

Partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 per referred company, payable only after the buyer pays and SourceX receives its fee; no reward is guaranteed. Advisors retained by the company or a creditor group should check their engagement terms and any court disclosure requirements first.

Related terms

• Private credit lenders taking the keys: what happens to records when lenders end up owning the company, often through an RSA.
• Former owners buying assets back from a trustee: when insiders bid for estate assets.
• Reviving a dissolved corporation to complete an asset deal: when the entity that must sign no longer exists.

Next step

If a company you advise is negotiating an RSA and holds years of operating records, raise a license carve-out with its counsel now, then register as a partner to make the introduction.