Articles by author
The lender’s reset right: change of control in modern exits
Change of control provisions are fundamental to any financing transaction because they afford the lender a right to exit or reset the relationship with a borrower when the ownership and governance assumptions underlying the original underwriting no longer hold. However, financial sponsors have proven successful in diluting this automatic right in recent years and have turned their attention to pushing for portability flexibility. This article compares UK/European and US approaches across loans and high yield bonds, analyses why portability has momentum, and sets out commonly sought solutions that preserve credit protections while mitigating transaction execution risk.
12 APR 2026Layering it on thick: the evolution of the super senior intercreditor agreement
It has been over five years since the Loan Market Association (LMA) published its form of super senior/senior intercreditor agreement for use on European direct lending transactions. While this document has become the starting point for intercreditor agreements on almost all of these transactions in Europe, there have been a number of evolutions to its terms during this period to reflect the requirements of financial sponsors as they look at more complex capital structures to meet the financing needs of their portfolio companies. This article tracks some of these developments and looks ahead to further changes which may be on the horizon.
27 JUN 2025IOSCO Leveraged Loans and Collateralized Loan Obligations (CLOs) Good Practices for Consideration: how will this impact leveraged loan documentation?
On 3 June 2024, the International Organization of Securities Commissions (IOSCO) published its final report on Leveraged Loans and Collateralized Loan Obligations (CLOs) Good Practices for Consideration. This guidance follows an extensive market consultation exercise which examined the impact on leveraged loan investors of fewer and looser covenant protections in transaction documentation together with a number of other conduct and transparency concerns within the market. In this article Lee Federman and Adam Wolinsky consider four of the good practice measures which focus on key transaction terms.
31 JUL 2024Jumping the line: priming restructuring transactions during the COVID-19 crisis
Over the past year, the COVID-19 crisis has caused liquidity issues for many US businesses, which has forced some borrowers to resort to increasingly creative restructuring options. These have generally fallen within two categories – “dropdown” transactions and “uptiering” exchange transactions, both of which have seen borrowers take steps under their credit agreements to prioritise one set of lenders over another. This article tracks the key cases in the US market and offers a flavour of what may be arriving soon on European shores.
1 FEB 2021Don’t put all your debt in one basket: debt incurrence flexibility in leveraged finance transactions
The era of cheap debt is over (at least for now). However, debt of course remains a key financing strategy for European companies. Sophisticated sponsors and borrowers are focused on ensuring maximum flexibility for debt incurrence under the terms of their facilities agreement – both to protect against a downside scenario and to ensure sufficient capacity to meet the requirements of their business plans. This article outlines what those flexibilities currently look like in market documents and where they are heading, with a close focus on the institutional term loan market.
1 OCT 2023
