Swapnil Sawant, a credit analyst at 9Fin specializing in distressed debt and restructuring, shares insights into the complexities surrounding System1's financial maneuvers. They discuss the impact of Bank of America's strategic loan arrangement and the firm's dramatic rise in leverage. The conversation highlights System1's unique liability management strategies, the challenges following its merger with a SPAC, and the shifting landscape of private credit amidst economic fluctuations. Swapnil’s expertise sheds light on key financial implications for AI sector firms.
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Quick takeaways
The transition of System1 from SPAC financing to private credit highlights the increasing appetite for riskier ventures by lenders seeking yield.
Concerns arise that the financial pitfalls encountered in SPACs could resurface in the private credit market as leverage ratios rise dangerously high.
Deep dives
Shift from SPACs to Private Credit
The decline of Special Purpose Acquisition Companies (SPACs) has opened the door for a surge in private credit opportunities, with lenders eager to provide substantial loans at competitive interest rates. This shift is characterized by a willingness among private credit firms to finance riskier ventures, often accepting loose structures that traditional lenders might avoid. An example highlighted is the case of System 1, which transitioned from SPAC interest to private credit financing, illustrating the evolving landscape of markets in search of yield. Amid this shift, the robust demand for private credit may lead to concerns that the same risks that plagued SPACs could manifest in future private credit transactions.
The Complex System 1 Transaction
System 1, an online marketing platform, undertook a complex transaction involving a loan from Bank of America alongside its merger with SPAC Tribya Acquisition Corp, aiming to stabilize its volatile business by acquiring the steadier Protected.net. The strategic structuring allowed the company to isolate its more stable asset from lenders, granting Bank of America security only over System 1 while protecting the lucrative subscription service from any claims. Despite initial projections that valued the merger positively, the company faced drastic revenue declines triggered by rising inflation and shifting consumer spending in 2022. This resulted in a significant increase in leverage, moving from a manageable ratio to an unsustainable 12 times, prompting immediate reconsideration of their debt profile.
Winners and Losers in the Deal
Following the restructuring, the primary beneficiaries of the System 1 transaction emerged as the SPAC sponsors and the original System 1 shareholders, while Bank of America found itself in a precarious position. Selling off the more stable Protected.net left Bank of America with a diminished asset backing their loan, risking a significant loss should System 1’s operations continue to falter. The remaining proceeds from the sale, which were largely consumed by the company and used to repurchase equity, did little to address the underlying performance issues plaguing System 1. Looking ahead, the precarious financial situation suggests that the implications of this transaction may not end well, as cash burn and declining revenues could eventually lead to a revisit of higher leverage ratios.
Every now and then a situation comes around that stretches the limits of possibility. System1 is just such a situation, and private credit investors should take note.
In this week’s episode of Cloud 9fin, distressed legal analyst Jane Komsky and distressed credit analyst Swapnil Sawant reveal the playbook of SPAC-era darling System1’s unique take on a liability management exercise that highlights a novel approach asset stripping.