Hertz and Avis discuss their capital structures, securitization, and the impact of coronavirus on their business. Loosely drafted debt covenants allow them to raise liquidity. Challenges faced due to declining car prices and the need for credit enhancement. Loopholes in debt documents enable securing additional debt.
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Quick takeaways
The securitization structure of Hertz and Avis, where fleet vehicles are held, poses a risk due to plummeting prices in the second-hand car market, threatening the minimal collateral value needed to maintain the structure.
The bond documents of Hertz and Avis contain loopholes that allow them to raise liquidity by reclassifying outstanding debt, using unique leans baskets, and incurring additional secured debt, providing flexibility but also posing risks for bondholders.
Deep dives
Liquidity Concerns for Hertz and Avis
The current pandemic has severely impacted the transport sector, leading to liquidity concerns for companies like Hertz and Avis. Both companies have unique corporate structures with term loans, revolving credit facilities, and senior unsecured notes. However, their securitization structure, where fleet vehicles are held, poses a risk due to the plummeting prices in the second-hand car market. This threatens the minimal collateral value needed to maintain the structure. To mitigate this risk, both companies have been providing credit enhancement in the form of letters of credit.
Loopholes for Raising Liquidity
In their bond documents, Hertz and Avis have several loopholes that allow them to raise liquidity. Firstly, their bonds have existing debt and lean baskets that carve out intercompany debt but not credit facility debt, enabling them to reclassify outstanding debt as incurred under the existing baskets. Secondly, they have a unique leans basket that permits leans securing any permitted debt under the credit facilities and bank indebtedness definitions. Finally, Hertz's second lean notes allow the company to secure any permitted debt by junior leans as long as the secured leverage ratio does not exceed four times. These loopholes provide flexibility for the companies to incur significant amounts of additional secured debt.
Implications for Bondholders
While the loopholes in Hertz and Avis's bond documents offer liquidity-raising potential, they also pose risks for bondholders. If the banks refinance or discharge the bank debt documents, bondholders could face debt dilution or even subordination. Investors should carefully review the covenants to understand the hidden flexibility and assess potential risks to their investments.
The Covenants by Reorg team discusses Hertz’s and Avis’ corporate capital structures and securitization structures, the impact coronavirus has had on their business and the companies’ ability to raise liquidity under loosely drafted debt and lien covenants.
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