Podcast hosts Alice Holian and Olivia Mantock cover the ins and outs of J Crew blockers, exploring their strengths, weaknesses, and limited scope. They discuss the importance of strong formulations and analyze bond deals utilizing the J Crew blocker as a protective provision for material assets.
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Quick takeaways
J Crew blockers in loan documents may have limitations in covering all types of assets, such as non-material intellectual property and restricted payments, which affects their effectiveness.
Recent formulations of J Crew blockers have been stronger, including provisions that apply to assets outside the restricted group and expanded coverage of material assets.
Deep dives
Weaknesses in J.K.R.U. blockers
One of the common weaknesses in J.K.R.U. blockers is that they are typically limited to material intellectual property (IP), which may not cover other types of assets. For example, the COVID's farm case had a J.K.R.U. blocker limited to material patterns, which only covered five products making up a significant portion of revenue. However, one of those products was losing market share due to competition and had an expiring patent. Additionally, some J.K.R.U. blockers only cover permitted investments (PI) instead of all restricted payments (RP), which could limit their effectiveness. The strength of the blocker and the availability of RP and PI capacity can vary, with some formulations showing deterioration in loan documents.
Improvements in J.K.R.U. blockers
On the other hand, there have been stronger formulations of J.K.R.U. blockers in recent months. A deal like Decro had a J.K.R.U. blocker that applied not only to material IP leakage but also to assets outside of the restricted group, preventing transfers of material IP to unrestricted subsidiaries. Additionally, it included restrictive language on general RP and PI capacity, disallowing easy upstream payments or collateral movement for raising new debt. Another example is the Amara and zero bond deal, which expanded the J.K.R.U. blocker to cover all material assets, going beyond its original purpose as a reaction to the J.K.R.U. transaction in 2016.
Key takeaways on J.K.R.U. blockers
The focus should remain on the actual RP and PI capacity that can be transferred in the first place, ensuring it is not excessive and prone to abuse. It is not enough to simply check whether a deal has a J.K.R.U. blocker; the extent and strength of the blocker must be assessed to determine the protection it offers. While J.K.R.U. blockers can be an important tool in preventing value leakage from the restricted group, they should be considered in conjunction with the overall RP and PI capacity of the deal.
Lenders tend to feel reassured knowing their docs have a J Crew blocker, but not all J Crew blockers offer the protection they might expect.
For this week’s episode of our podcast, Alice Holian and Olivia Mantock cover the ins and outs of J Crew blockers and run through some novel formulations they’ve seen in 2023.
Is the ‘Dechra standard’ going to take off? Or will blockers become increasingly limited in scope?
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