The podcast discusses provisions in credit agreements regarding non-wholly owned subsidiaries' guarantees. It explores PetSmart's transfer of Chewy equity and its impact on debt documents. It also highlights recent amendments that allow the release of a guarantor becoming a non-wholly owned subsidiary, emphasizing potential collateral loss.
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Quick takeaways
The release of a guarantor from its guarantee under a credit agreement also releases collateral attributable to that subsidiary from the collateral pool, causing concerns among lenders.
Debt documents now include anti PetSmart provisions to address the risk of collateral loss, stating that guarantees will only be released under certain conditions.
Deep dives
Risk of Collateral Loss through Release of Guarantees
The podcast discusses the risk of collateral loss when guarantees are released. It highlights how the release of a guarantor from its guarantee under a credit agreement or indenture also results in the release of collateral attributable to that subsidiary from the collateral pool. An example mentioned is PetSmart's transfer of chewy equity to the sponsors in 2018, which made chewy a non wholly owned entity. As a result, chewy's guarantee and liens on its assets were released, causing concerns among lenders and the broader market.
Inclusion of Anti PetSmart Provisions in Debt Documents
The podcast highlights the inclusion of anti PetSmart provisions in debt documents as a response to the risk of collateral loss. These provisions aim to address situations where a guarantor becomes a non wholly owned subsidiary. The provisions state that the guarantee will not necessarily be released, but will only be released under certain conditions. Common conditions mentioned include the requirement for the borrower or issuer to have sufficient investment capacity to effectively acquire the now non wholly owned subsidiary. The podcast also mentions recent amendments in private loans that introduced provisions where a guarantor will only be released if the borrower does not own any equity of the subsidiary or if the transaction was done with an unaffiliated third party for a legitimate business purpose.
In today's episode of the "Covenant Conversations" podcast, Peter Washkowitz discusses provisions in credit agreements preserving guarantees of guarantors that become non-wholly owned subsidiaries unless certain conditions have been met.
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