How does the LMA deal with high yield noteholders in its new suite of documents?

How does the LMA deal with high yield noteholders in its new suite of documents?

The Loan Market Association (LMA) has published new documentation for use in leveraged acquisition finance deals which are funded with both a senior secured facility and high yield notes. How is it envisaged that such a deal will be structured, and what are the key provisions of these new documents?

Original news

A new super senior facility for use with senior secured and high yield notes and associated intercreditor agreement has been issued by the LMA.

What new documents has the LMA published?

The LMA published four documents on 12 November 2014 under the ‘Leveraged/High Yield’ category, adding to the super senior revolving facility agreement and super senior intercreditor agreement (and associated user guides) for leveraged transactions involving senior secured notes and a super senior revolving facility.

The new documents are:

  • super senior multicurrency revolving facility agreement with high yield notes (HY Super Senior Facility Agreement)
  • user guide to super senior multicurrency revolving facility agreement with high yield notes
  • LMA super senior intercreditor agreement with high yield notes (HY Super Senior Intercreditor)
  • user guide to super senior LMA intercreditor agreement with high yield notes

These documents are for use on leveraged acquisition finance deals where the transaction is funded by both senior secured and high yield notes and a revolving credit facility is also required by the group.

The provisions in the new documents generally follow those in the super senior revolving facility agreement and super senior intercreditor agreement published in November 2013 with additional provisions to deal with the high yield notes (see in particular cl 7 of the HY Super Senior Intercreditor).

What deal structure does the new documentation assume?

Funding structure

The HY Super Senior Facility Agreement assumes that a parent company will set up a subsidiary to make the acquisition (the company). The company will acquire the target group.

The company is the borrower under the HY Super Senior Facility Agreement as well as issuing the senior secured notes.

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About the author:

Miranda is a solicitor specialising in leveraged and acquisition finance. She trained at Hogan Lovells International LLP and qualified into the international banking and finance team. During her time at Hogan Lovells she worked on a variety of domestic and cross-border transactions, acting for both borrowers and lenders. She also experienced secondments to Barclays Bank PLC and Kaupthing Bank hf.