Loan deal structure without triggering change of control

Focus Financial, a conglomerate of wealth management firms, recently underwent a change in ownership without triggering a change of control in its debt. Typically, when a company gets a new majority owner, the company needs to refinance its debt. However, Focus Financial avoided this by leaving its existing term loans untouched, totaling $2.5 billion, and raising funds for the $7 billion LBO through a $500 million incremental loan. This was achieved by splitting the economics from the voting power, allowing the new majority owner to avoid triggering the change of control clause.