The podcast delves into 'lender-on-lender violence' in private credit, discussing how companies, sponsors, and lenders navigate liability management. Legal experts explore the evolving market dynamics, the impact of debt restructurings, and the importance of aligning incentives in private credit transactions. The episode highlights the complexity of the private credit market, including the influence of opportunistic funds, evolving lender protections, and the emergence of bespoke solutions tailored to companies' unique challenges.
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Quick takeaways
Liability management in private credit helps companies address financial challenges to avoid bankruptcies.
The evolving market dynamics have led to an arms race in credit documentation for lender protections.
Balanced lender protections aim to prevent minority lenders from being disadvantaged in liability management exercises.
Deep dives
Understanding Liability Management in Private Credit
Liability management in private credit refers to solutions companies seek when facing issues like over-leverage, upcoming debt maturities, or liquidity problems. Companies prefer addressing these issues out of court through liability management to avoid costly Chapter 11 bankruptcies. With evolving market dynamics, lender protections like equal treatment are crucial to prevent major lenders from unfairly benefiting at the expense of minority lenders.
Evolution of Liability Management and Its Impact
Over the years, liability management practices have evolved, leading to increased lender battles and complex restructuring processes. Syndicated deals and private credit transactions exhibit different dynamics in sacred rights and lender protections. The market's complexity has sparked an arms race in credit documentation, with lenders pushing for updated safeguards to tackle lender disputes.
Challenges Faced by Lenders in Updated Protections
Lenders encounter obstacles when advocating for enhanced safeguards in credit agreements, especially in scenarios where deals are not oversubscribed. The push for balanced protections aims to prevent minority lenders from being disadvantaged in liability management exercises. Oversubscription plays a key role in determining the level of lender influence in negotiating updated protections.
Navigating the Complexities of Lender Relationships
Dealing with numerous stakeholders in complex credit structures raises concerns about potential conflicts of interest and intermingling interests. The market's increasing complexity calls for proactive legal strategies to address evolving covenants and protect lenders' interests. While market dynamics grow more complicated, the fundamental concept of repaying borrowed money remains at the core of liability management.
Ensuring Legal Clarity Amid Market Complexity
As market intricacies intensify, maintaining legal clarity and adherence to the fundamental principles of debt repayment become paramount. Participants must align legal frameworks with evolving deal dynamics to navigate the intricacies of liability management effectively. Amidst sophisticated financing arrangements, the ultimate goal remains fulfilling debt obligations while adapting to evolving market complexities.
In recent years, the term ‘lender-on-lender violence’ has become a popular way to refer to deals that are more politely known as ‘liability management exercises’.
Both terms are euphemistic — so what are we actually talking about here? And what happens when these often quite bruising battles between companies, their sponsors and their lenders, take place in the (supposedly) quieter and more genteel world of private credit?
For this week’s episode of Cloud 9fin, our host Will Caiger-Smith hits up Damian Ridealgh and H.T. Flanagan of Freshfields to figure out how liability management became all the rage, and how lenders are trying to protect themselves against it.
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