The podcast discusses the evolution of creditor rights in private debt, exploring the first out last out structure in direct lending deals, schemes of arrangements in restructuring options, and potential future structures in the private debt market.
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Quick takeaways
The direct lending market in Europe has seen growth in the number of private debt managers and the amount of debt raised, indicating available capital for investments.
The agreement among lenders in the first out last out structure involves negotiations on enforcement mechanics and includes protections for both sets of lenders.
Deep dives
Development of Direct Lending Markets in Europe
The direct lending market in Europe has seen growth in the number of private debt managers and the amount of debt raised, although the total debt raised was slightly down in 2020 due to the pandemic. There is still a significant amount of dry powder in Europe, indicating available capital for investments. Investor sentiment in the asset class remains positive, driven by the desire for diversification and high-risk adjusted returns. The pricing of direct lending deals has increased slightly, and private debt volumes have nearly doubled between Q3 and Q4 2020.
First Out Last Out Structure in Direct Lending
The first out last out structure in direct lending involves one lender agreeing to recover its debt ahead of another lender. The first out lenders provide cheaper and less risky debt, while the last out lenders offer more expensive debt. The recovery and enforcement policies and negotiations vary within this structure. Direct lending funds have been entering the market, along with traditional bank lenders, and have different preferences when it comes to the first out last out structure.
Agreement Among Lenders and Restructuring Using Schemes of Arrangement
The agreement among lenders is an agreement between the first out and last out lenders regarding enforcement mechanics in distressed situations. The extension of maturity dates, margin adjustments, and upfront referred fees are among the scheme requests made by distressed companies. It remains uncertain whether the first out and last out lenders will be treated as separate classes under English law in scheme of arrangement situations. Complex considerations arise in structuring the agreement among lenders and determining the voting requirements for schemes of arrangement, but the documentation provides protections for both sets of lenders.
In the latest installment in our Covenants Conversations podcast our Head of EMEA Covenants Shweta Rao speaks to Benoit Lavigne and John Burge from Morrison and Foerster on the evolution of direct lending structures, trends, documents and potential future developments.
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