Exploring the J.Crew maneuver and its impact on liability management deals. The podcast discusses securitization baskets in credit agreements and the potential loopholes they create. It includes a case study on the Norska Skug transaction and highlights the complexities of securitizing intellectual property. The concerns about collateral and loose covenant terms in whole business securitization with intellectual property are also addressed.
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Quick takeaways
The J.Crew maneuver set a blueprint for contentious liability management deals, sparking efforts to block similar transactions that strip and transfer valuable collateral away from lenders.
Certain credit agreements have a potential loophole in the securitization basket language, allowing borrowers to securitize a wide range of assets, including intellectual property, potentially leading to legal disputes and the need for better language in credit agreements.
Deep dives
The Obsession with Finding the Next J. Crew
The obsession with finding the next J. Crew stems from the challenge faced by existing lenders during the J. Crew transaction. J. Crew took its valuable intellectual property and removed it from the collateral package of existing lenders, using it instead as collateral for new debt. This left existing lenders without collateral and primed by the new debt. People are fixated on finding similar contract loopholes that allow for these types of transactions.
A New Loophole in Credit Agreements
A recent article highlighted a potential loophole in certain credit agreements, particularly in the private credit space, that could enable borrowers to strip and transfer assets in an unexpected way. Despite language in credit agreements aimed at preventing such moves, this new loophole seems to offer flexibility for borrowers. The specific language in question relates to the securitization basket, which allows borrowers to use various assets, including intellectual property, as collateral for raising new debt. The language is broad and does not specify that the transaction needs to be on market terms, potentially opening up possibilities for unconventional uses of this securitization basket.
Complexity and Concerns
While the theoretical possibility of using this loophole exists, there are complexities and challenges involved. The nature of intellectual property as collateral may not always produce reliable revenue streams, which is typically the case with securitized assets. However, the language used in certain credit agreements allows for flexible interpretations, potentially enabling borrowers to securitize a wide range of assets. The concern lies in the potential transfer of valuable collateral away from lenders, which could lead to legal disputes. Furthermore, the current market conditions may be a consequence of loose covenants and insufficient language in credit agreements from previous boom times.
The infamous J.Crew maneuver was a bombshell, setting a blueprint for contentious liability management deals and sparking a wave of efforts to block such maneuvers. Now, some direct lenders are worried they've found a way around those blockers.
As we wrote earlier this week, securitization baskets in some credit agreements could be loose enough to allow borrowers to securitize assets like intellectual property.
How realistic is this idea, and what can people do about it? Will Caiger-Smith quizzes covenant expert James Wallick to get the answers.
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