Ed Downer and Daniel Gendron from Willkie Farr & Gallagher discuss A&E transactions in the latest episode. They explore the reasons for pursuing A&E transactions, alternative solutions and consensual agreements in the market, the right and wrong of asset exchanges and restructurings, and the use of A&E transactions in the next few quarters.
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Quick takeaways
Amended extend (A&E) transactions provide a bridge to refinancing or restructuring and help businesses with medium-term maturity challenges or capital structure issues to maintain relationships with creditors and avoid giving up control or equity.
Sponsors and borrowers opt for A&E transactions to lock in favorable pricing, manage maturities, maintain relationships with creditors, and gain certainty without relinquishing control, even injecting new capital to bolster lenders' confidence.
Deep dives
Overview of A&Es and their purpose
An amended extend (A&E) is a consensual agreement that modifies and extends a credit or financing agreement, commonly used in private debt, syndicated loans, and corporate bonds. A&Es fill a gap in liability management when a full-scale refinancing is not feasible or when the debt markets are unfavorable. They serve as a bridge to refinancing or restructuring, often used with senior debt that is not expected to be impaired. A&Es can be a solution for businesses with medium-term maturity challenges or capital structure issues, providing a pathway to maintain relationships with creditors and avoid giving up control or equity.
Reasons for pursuing an A&E
Sponsors and borrowers opt for A&Es for various reasons. One primary driver is repricing, allowing them to lock in favorable pricing and manage maturities when a full refinancing is not possible. A&Es also serve as a maturity management tool when the ability to fully refinance a capital structure is restricted. In some cases, maintaining the existing relationship with creditors, contentment with the leverage structure, and inability to replace financing at a cheaper cost contribute to the decision. While sponsors may accept higher pricing in the current market, they gain certainty without relinquishing control and may even inject new capital to bolster lenders' confidence.
A&E vs. Restructuring and Situational Factors
Determining the suitability of an A&E is complex. From a legal standpoint, if parties agree, an A&E is deemed right. However, from an economic perspective, it can be seen as wrong when capital is trapped in underperforming businesses, leading to inefficiency. The decision depends on balancing the impact on jobs, creditors, and sponsors. An unrealistic hope of market conditions or borrower performance turning around can make an A&E economically wrong. A&Es can transition into restructurings when more extensive balance sheet adjustments occur, blurring the line between the two. Situational factors like changes in creditor base and difficulties in refinancing or underlying borrower performance also influence the decision-making process.
Editor’s Note: In the latest installment of this Expert Views series, Reorg’s Legal Director, Shan Qureshi speaks to law firm Willkie Farr & Gallagher’s Ed Downer and Daniel Gendron. Ed is a partner in the firm’s Business Reorganization & Restructuring Department and Daniel is a partner in the Corporate & Financial Services Department and Finance Practice in London.
Willkie is an elite international law firm of approximately 1,100 lawyers located in 13 offices in six countries. Ed and Daniel took time out of their busy schedule to provide their expert view on amend and extend transactions and the considerations borrowers and lenders should take when pursuing them.
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