The podcast discusses the Serta controversy and how Apollo seeks to block the company from creating new tranches of super senior debt. It explores the concept of super senior debt in Europe and the methods used to obtain it. It explains the need for consent from lenders to alter the priority waterfall in the creditor system and how Swissport is using an English law scheme of arrangement. The podcast also explores the structure and documentation of super senior debt agreements and the importance of careful analysis during financial distress.
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Quick takeaways
Companies are pursuing super senior debt to enhance liquidity and prioritize repayment ahead of existing debt, leading to controversy and legal disputes.
European companies are utilizing various strategies such as existing super senior debt baskets, bondholder consent, and credit agreement amendments to attract new money through super senior debt and increase liquidity.
Deep dives
Companies pursuing super senior debt
Companies have been increasingly pursuing super senior or super first lean debt as a liquidity enhancement measure. This involves creating new tranches of debt that prioritize repayment ahead of existing first lean debt. For example, SIRTA Simmons in the US recently created a new first lean, first out debt tranche and a second out tranche, exchanging some of their existing debt. However, this has led to controversy, with Apollo suing the company, claiming it violates agreements and common lender agreements.
Super Senior Debt in Europe
Super senior debt is a concept that has been in place in Europe for some time. It involves designating certain debt as super senior, meaning it has priority in terms of collateral enforcement proceeds. European companies have been pursuing super senior debt as a means of raising liquidity. There are three main ways European borrowers have achieved this, such as utilizing existing super senior debt baskets, obtaining consent from bondholders to increase the super senior debt basket, or amending credit agreement documents to insert a new super senior layer. These measures aim to attract new money by offering favorable positioning in the capital structure.
Challenges and Solutions
Companies encountering limitations in their credit documents may face challenges in obtaining super senior debt. For instance, Swissport needs unanimous consent from credit agreement lenders to insert a new super senior layer, while only majority bondholder consent is required. To navigate this, they have employed an English law scheme of arrangement, lowering the consent threshold for credit agreement lenders to 75%. While the effectiveness of super senior debt and the future prevalence of such measures remain uncertain, it is clear that during these challenging times, companies are carefully examining their documents to explore all available options to maximize their flexibility.
In this episode, the Covenants by Reorg team discusses the Serta controversy and how Apollo seeks to block the company from creating “first-out,” “second-out” and “third-out” tranches, three ways to bring in new money through super senior debt and how provisions in debt documents can be creatively employed to subordinate existing creditors.
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