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For Envision, its credit agreement provided addbacks for "run rate" cost savings and revenue synergies over the subsequent month period that likely provided ample addbacks, especially given the disruption to its business caused by COVID. It also included addbacks for losses related to newly opened or acquired facilities new projects for up to 24 months. Envision's Aug. The lenders choosing to participate in the new money funding proportionally funded the new-money first-out loan.
All of these loans mature in March , versus the original maturity of October This transaction inhibits the company's option to draw on the delayed-draw tranche under AmSurg's first-lien credit agreement, as it pushes the borrower beyond a certain ratio test found in the first lien documentation. In an uptier exchange transaction the borrower negotiates with the necessary lenders to amend its existing credit agreement to allow for new, so-called "priming" debt that will take a first-out priority position in terms of access to the value of the collateral serving as security for the existing lenders.
This new priming debt usually comes with a new-money tranche as well as rollup tranches, whereby the lenders participating in the transaction are able to roll up a portion of the outstanding debt owed to them into the junior priming position behind the new money but ahead of the position of non-participating lenders, which are sometimes better referred to as excluded lenders since they may not be offered the option to participate.
For the new money, the borrower may already have capacity under its incremental debt allowances and only need to amend the credit agreement to allow the new money to be senior to the existing debt. If this capacity is not there, the participating lenders who typically must account for at least The amendments needed to complete the rollup portion can be a bit trickier. Like the new money component, there is a priority debt amendment, but potentially problematic to this portion of the transaction are pro rata sharing requirements under the credit agreement.
Typically credit agreements require that lenders receive, at par, their pro rata share of prepayments or cash proceeds from the sale of collateral. These pro rata provisions are often included as a so-called "sacred right," meaning the threshold to amend those provisions requires the approval of "all" or "all affected" lenders. Therefore, in credit agreements with strong pro rata provisions and an "all" or "all affected lenders" requirement to alter those provisions, members of the majority group attempting to amend the credit agreement to allow the transaction must find creative ways to work around the restrictions.
One way they do this is to take advantage of the pro rata exception often found in the "assignment" section of credit agreements, whereby lenders can assign see footnote 5 their outstanding debt holdings to the borrower on a non-pro rata basis and receive the new superpriority loans in a cashless workaround.
However, in some credit agreements there is a broader exception for open market purchases that allows the borrower to make cash purchases on a non-pro rata basis at market prices i. Likewise, there are even credit agreements that do not have the pro rata sharing provisions as a sacred right, leaving those provisions open to amendment by just the required lenders. A credit agreement with language like that would provide the borrower the least amount of possible resistance to effecting the uptier exchange, as the borrower and lenders would 1 have a direct exception for non-pro rata open market cash transactions, or 2 could amend the credit agreement for non-pro rata payments as necessary with the required lenders making up the participating lenders in the uptier exchange.
Charts 3 and 4 show the before and after of the uptier transaction at RemainCo, while chart 5 shows the new full debt structure after phases one and two of this restructuring. These actions alleviated significant near-term liquidity and maturity pressures.
Even so, the company's credit profile remains burdened by significant longer-term pressures, and we continue to view the company's debt structure as unsustainable. Further, consolidated debt leverage remains extremely high at roughly 20x, excluding management addbacks, as of June 30, From an operational perspective, the company's physician services business segment the non-ambulatory services portion of Envision continues to post poor operating results due to reduced elective patient volumes, higher than normal labor costs, and persistent payor pressure on service rates.
We expect these challenges to persist and result in meaningful discretionary cash flow deficits over the next few years. We note the company maintains some flexibility and capacity to make additional below-par open market purchases and secured loans from AmSurg to RemainCo. First restructuring collateral transfer : We have seen a number of these so-called "drop-down" transactions since July when the J. Crew restructuring demonstrated how aggressively the flexibility embedded in loan documents could be used.
Although the companies that have transferred significant collateral assets differ in sector, size, and market power, they all suffered for lack of liquidity needed to service what we considered unsustainable debt burdens and they were owned by private equity firms. For the most part, these transactions, through the new money raised, are meant to provide liquidity, some debt reduction, maturity extensions, and a longer runway for the company to effect a turnaround sufficient to handle its debt load.
Each of the borrowers that completed these restructurings got the liquidity they were seeking. All, however, also came out of the transaction with a negative rating outlook--meaning analysts believed there was a meaningful chance that the company could see its rating lowered in the following 12 months.
More than half of the companies went on to have additional significant restructuring events followed by bankruptcy. Two of the companies--PetSmart and Party City--with the help of favorable market conditions, improved sufficiently to be upgrade out of the 'CCC' category over the next few years.
Envision follows in this pattern. After completing its transaction Envision was rated 'CCC' and placed on CreditWatch negative, meaning analysts believed there was a higher probability of the company being downgraded in the next 90 days, as the company had indicated it may complete additional below-par debt repurchases. Second restructuring priming uptier loan exchange : While Envision's second restructuring provides a longer runway to resolve its operational and balance sheet pressures, we continue to view the company's debt structure as unsustainable, as indicated by our issuer credit rating of 'CCC'.
Further, we have a negative outlook on the firm, which indicates a meaningful chance of a downgrade within the next 12 months. Reasons for larger recovery impairments for these transactions include a propensity based on lender incentives for participating lenders to roll up a portion of their existing debt into a priming position relative to the nonparticipating lenders. Envision's ratings outcomes follow in this trend.
First restructuring collateral transfer : A larger portion though not nearly all of and credit agreements have language designed to curb or reduce the potential impact of a collateral transfer transaction. Many of these types of provisions are addressing only one issue, such as limiting the transfer of intellectual property to unrestricted subsidiaries, but in many cases the provisions are plugging only one hole in a boat taking on water from multiple locations.
As we mentioned in "A Look At 'J. What hasn't been a common approach is an explicit blanket statement, or section, addressing the concepts, motivations, and investor outcomes of these liability management transactions, or a general asset threshold limit for unrestricted subsidiaries as a collective. Second restructuring priming uptier loan exchange : After the spurt of uptier loan exchanges in the middle of , an increasing number of new credit agreements have included language designed to prevent uptier exchanges from happening without the consent of all lenders or all affected lenders.
Often seen in the "amendments" section--where the credit agreement spells out what amendments can be made to the credit agreement and by what threshold of lenders--that any amendment causing the subordination of the obligations related to the credit agreement be done on the approval of all or all affected lender, thereby making such an amendment a so-called "sacred right.
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