Lawyers from Akin Gump discuss liability management exercises in this episode. They explore the challenges of implementing LMEs in Europe, the perspectives of creditors, and strategies for anticipating and preparing for potential prejudicial transactions.
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Quick takeaways
Liability Management Exercises (LMEs) offer cost-effective solutions for businesses facing liquidity, deleveraging, and upcoming maturities, reducing the need for extensive consents or comprehensive restructurings.
While lender-on-lender aggression is more prevalent in the US, Europe has seen sponsored-driven LME deals addressing equity-level issues and refinancing risks, leading to creditors proactively aligning and entering into cooperation agreements to protect their interests.
Deep dives
The Rise of Liability Management Exercises
Liability Management Exercises (LMEs) have gained attention due to the unique economic environment impacting businesses. Factors like inflation, sanctions, and post-pandemic issues, combined with high liquidity in financing markets, allow companies to seek financial solutions through LMEs instead of full restructurings. LMEs include drop-down financing transactions and exchange offers, aimed at addressing liquidity, deleveraging, and upcoming maturities. These transactions originated in the US but have now become standard in all sponsored transactions across Europe as well.
Debtors' Objectives with LME Transactions
Debtors and sponsors turn to LME transactions as alternatives to extensive consents or comprehensive restructurings. LMEs can help raise additional priority debt using existing basket capacity or through a confined consent process from a select group of participating creditors. They offer reduced costs and a focused contractual process, but may increase leverage and complicate the capital structure. Some debtors may pursue LMEs as leverage plays in anticipation of wider restructurings, and others may transition to statutory processes like schemes or RPs due to the challenges presented by LMEs.
Lender-on-Lender Violence and LME Deals in Europe
While lender-on-lender violence has been more prevalent in the US, Europe has seen sponsored-driven LME deals to address equity-level issues and refinancing risks. However, some European transactions exhibit similarities to US lender-on-lender aggression, with sponsors structuring deals at the expense of existing creditors while fragmenting the creditor group. This has led to creditors proactively aligning and entering into cooperation agreements to protect their interests. Though European documents may be more tightly drafted, legal principles and collaborative cultures also play a role in limiting aggressive LME deals in Europe.
In the latest installment of this Expert Views series, Reorg’s Legal Director, Shan Qureshi speaks to law firm Akin Gump’s Emma Simmonds, Sam Brodie and Clare Cottle. The lawyers took time out of their schedule to provide their expert view on liability management exercises and the considerations borrowers and lenders should take when pursuing them.
#leveragedfinance #highyield
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