Companies replicating Serta Simmons' super-priority uptier exchange, lenders fighting back, negative impact of term loan purchase, lawsuit by minority lenders, shifting collateral to unrestricted subsidiary, preventing future transactions.
Read more
AI Summary
Highlights
AI Chapters
Episode notes
auto_awesome
Podcast summary created with Snipd AI
Quick takeaways
Companies are replicating Serta Simmons' super-priority uptier exchange, subordinating minority first lean lenders to super priority lenders.
Implementing measures such as requiring all lender consent for amendments and prohibiting open market purchases can prevent similar transactions in the future.
Deep dives
Sertissimens transaction: Subordination of first and second lean lenders
The Sertissimens transaction involves a company, such as Sertiss, approaching a majority of its lenders to amend the first and second lean credit agreements, providing the company with super priority debt capacity. The first and second lean lenders then exchange their existing debt for this super priority debt, effectively subordinating the minority first lean lenders to the super priority lenders. This transaction poses significant harm to the first lean lenders, as they move from a first in line to second or third in line for repayment in case of bankruptcy.
Alternatives to Sertissimens transaction: Unrestricted subsidiary transfer
In response to the Sertissimens transaction, some minority lenders sued and revealed an alternative proposed by Apollo, which involved the company pursuing an unrestricted subsidiary transfer to increase liquidity. This transfer would shift collateral to an unrestricted subsidiary, releasing the liens on the collateral and allowing the subsidiary to use it as needed. While the Sertissimens transaction keeps all collateral within the restricted group but introduces more layers of debt, an unrestricted subsidiary transfer reduces the collateral available for repayment. Borrowers can weigh these options based on the significance of the collateral and the potential risks.
Preventing future transactions: All lender consent and guidelines for open market purchases
To prevent similar transactions in the future, lenders can implement measures such as requiring all lender consent for amendments that introduce new priority debt capacity. This ensures that each lender has a say in such decisions. Additionally, lenders can either prohibit the company from making open market purchases or establish guidelines specifying the requirements for such purchases, such as involving cash consideration. These precautions significantly reduce the likelihood of these transactions occurring.
In this week's episode, Peter Washkowitz discusses how more and more companies are replicating Serta Simmons' super-priority uptier exchange and how lenders can fight back on these transactions in new bank debt facilities.
If you are not a Reorg subscriber, request access here: go.reorg-research.com/Podcast-Trial.
Get the Snipd podcast app
Unlock the knowledge in podcasts with the podcast player of the future.
AI-powered podcast player
Listen to all your favourite podcasts with AI-powered features
Discover highlights
Listen to the best highlights from the podcasts you love and dive into the full episode
Save any moment
Hear something you like? Tap your headphones to save it with AI-generated key takeaways
Share & Export
Send highlights to Twitter, WhatsApp or export them to Notion, Readwise & more
AI-powered podcast player
Listen to all your favourite podcasts with AI-powered features
Discover highlights
Listen to the best highlights from the podcasts you love and dive into the full episode