Portability

Copyright © 2025 LexisNexis
Produced in partnership with Aseet Dalvi of Fried, Frank, Harris, Shriver & Jacobson (London) LLP
Practice notes

Portability

Copyright © 2025 LexisNexis

Produced in partnership with Aseet Dalvi of Fried, Frank, Harris, Shriver & Jacobson (London) LLP

Practice notes
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This Practice Note examines portability provisions in high yield bond documentation. It looks at what is meant by portability before discussing key points in high yield documentation and portability in loan documentation. It assumes some knowledge of terminology used in the market.

For introductory information on acquisition finance together with links out to more detailed information, see Practice Note: Introductory guide to acquisition finance. For a glossary of acquisition finance terms, see: Glossary of acquisition finance terms and jargon.

What is portability?

High yield bond covenant packages typically contain provisions that provide bondholders with a put right—generally at 101% of par (plus accrued and unpaid interest)—on the occurrence of a change of control (CoC). This provides bondholders an opportunity to reconsider their investment and potentially exit from it without loss in specified circumstances in which management and ownership of the issuer is likely to have fundamentally changed.

For more information on bondholder put rights on a CoC, see the section ‘Limitation on change of control’ in Practice Note: Covenants and other

Aseet Dalvi
Aseet Dalvi

Fried, Frank, Harris, Shriver & Jacobson (London) LLP

Mr. Dalvi's practice focuses on international capital markets transactions, particularly high yield debt, and English and U.S. securities law matters. Mr. Dalvi joined Cleary Gottlieb Steen & Hamilton LLP in 2011. Prior to joining Cleary Gottlieb, Mr. Dalvi worked in the Toronto offices of Osler, Hoskin & Harcourt LLP, where his practice focused on tax, and in the New York and London offices of Sullivan & Cromwell LLP, where his practice focused on project finance and capital markets transactions. Mr. Dalvi received LL.B. and B.C.L. degrees from McGill University in 2006 and was awarded the Elizabeth Torrance Gold Medal for the highest class standing at graduation. Mr. Dalvi is a member of the Bar in New York, a solicitor of the Senior Courts of England and Wales and is admitted to the practice of law in Ontario, Canada.

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Jurisdiction(s):
United Kingdom
Key definition:
Portability definition
What does Portability mean?

Portability refers to variations in conventional change of control provisions in which an event that would otherwise constitute a change of control will be deemed not to constitute a change of control. The effect is that the debt becomes ‘portable,’ travelling with the issuer/borrower to its new owners without the need for refinancing arrangements.

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