Exploration of J Crew blockers, their purpose, and commonly caught assets. Creative ways to bypass blockers and transfer restrictions discussed. Implications of deficient blockers and interesting designation provisions for unrestricted subsidiaries shared.
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Quick takeaways
The J Crew blocker provision is designed to protect investors by preventing transfers of IP and ensuring collateral assets remain under control of the restricted group.
Investors should carefully review the J Crew blocker provision to effectively block all possible routes for value leakage.
Deep dives
The J. Crew blocker provision aims to limit a company's ability to transfer assets, particularly intellectual property, to unrestricted subsidiaries.
The provision is inserted in some bonds and loans following incidents like J. Crew, Travel Port, and Cirque du Soleil, where these companies transferred their IP to unrestricted subsidiaries. The purpose of the provision is to protect investors by preventing such transfers and ensuring that collateral assets remain under the control of the restricted group. The J. Crew blocker provision has been seen in secured retail issuances, cruise lines, and credit agreements.
The J. Crew blocker provision varies in its effectiveness and coverage.
While most provisions correctly restrict the transfer of material IP to unrestricted subsidiaries, there are instances where the provision is deficient. For example, there may be a prohibition on transferring material IP but no corresponding restriction on designating subsidiaries that already own material IP as unrestricted. Companies can exploit this deficiency by designating a restricted subsidiary, with material IP, as an unrestricted subsidiary, thereby circumventing the blocker provision. It is important for investors to carefully review the blocker provision and ensure that both routes for value leakage are effectively blocked.
Investors should consider requesting the J. Crew blocker provision and thoroughly examine its details to safeguard their interests.
Investors, particularly those concerned about the transfer of material IP or other significant assets, should consider including the J. Crew blocker provision in their debt documents. The provision should be carefully reviewed to ensure that it adequately restricts transfers and designations of unrestricted subsidiaries. Investors can seek assistance in analyzing the provision to ensure that all possible routes for value leakage are effectively closed.
In this week's episode, the team discusses J Crew blockers; the inception and explanation as well as an overview of assets most commonly caught by J Crew blockers. They also discuss assets most commonly caught by the manoeuvre as well as creative ways to circumvent a J Crew blocker.
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