Behind the Scenes of Corporate Restructuring: Insights from the Front Lines
May 28, 2024
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Justin Forlenza, Managing Director at Covenant Review, discusses the intricacies of liability management transactions and their impact on investors. The podcast covers various transaction types, current trends driving the increase in these exercises, and the importance of understanding risks in balance sheet restructuring.
Liability management transactions aim to restructure balance sheets outside of bankruptcy, utilizing various strategies to achieve goals like debt reduction and liquidity increase.
Rising trends in liability management transactions stem from challenging interest rate environments, weak covenant protections, and utilization of aggressive financial restructuring provisions.
Deep dives
Overview of Liability Management Transactions
Liability management transactions involve out-of-court balance sheet restructuring strategies outside of a typical chapter 11 process. These transactions often focus on pitting different lender groups against each other to achieve specific goals such as debt reduction, maturity date extensions, or increasing liquidity. Various categories of transactions like drop downs, up tier transactions, double dips, and guarantee or release transactions are common, each serving different restructuring purposes like asset transfers, debt amendments, or new debt issues.
The rise in liability management transactions is attributed to several factors including challenging interest rate environments, aggressive loan and bond documentation weakening covenant protections, and issuers exploiting documentation flaws. Aggressive provisions like buyback clauses have been increasingly utilized for financial restructuring strategies. Transactions like CERDA and specific documentation violations have facilitated companies in exploiting loopholes for advantageous restructuring.
Impact of Liability Management Transactions on Recovery Rates
Companies engaging in liability management transactions before filing for chapter 11 restructuring have shown lower recovery rates compared to non-LMT issuers. In-group lenders generally fare better, achieving higher recoveries compared to out-group lenders. These transactions, though delaying bankruptcy filings, have led to challenges in preserving equity value and enhancing creditor protections, affecting recovery outcomes for lenders.
Mitigating Risks for Investors and New Issue Markets
To mitigate risks associated with liability management transactions, investors can push for protective provisions like blocker language to limit asset transfers, enhancements, or amendments. Specific safeguard measures targeted towards drop down, up tier, and double dip transactions can help reduce the potential negative impacts of restructuring events. A careful review of loan and bond documentation with an eye on covenant protections can assist investors in minimizing exposure to adverse outcomes in future transactions.
In the latest CreditSights podcast episode, host Winnie Cisar dives into the complexities of liability management exercises with Justin Forlenza, Managing Director at Covenant Review. This episode unpacks the intricacies of balance sheet restructuring outside of bankruptcy, exploring various transaction types and how they impact investors, as well as the current trends driving an increase in these transactions.
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