PNM/AGR Merger Application Conditionally Approved

PNM/AGR Merger Application Conditionally Approved

Outlining a few key takeaways from the PNM/AGR merger application being canvassed by Chairman Peter Lake and Commissioner Will McAdams of the Public Utility Commission of Texas, our M&A by Reorg team discusses the conditional approval of the application in detail. Texas-New Mexico Power Co., NM Green Holdings and Avangrid Inc.’s application was modified under a unanimous stipulation and on March 30 the commissioners motioned to approve the application last week.  Furthermore, the Nuclear Regulatory Commission and the New Mexico Public Regulation Commission still need to review the transaction which is arranged to potentially be closed in H2 2021. Read...

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Bombardier Revenue and Liabilities; Covenants Analysis

Bombardier Revenue and Liabilities; Covenants Analysis

Announced on Monday, May 3, 2021, Bombardier revenue and liabilities may see significant changes in connection with their recently disposed segments. Their latest divestitures may have violated restrictions in the 2034 notes and, in addition, Bombardier’s history of dispositions and corporate reorganizations give the company reason to argue that the sales did not constitute a fundamental change in their normal course of business. Our Americas Covenants by Reorg team analyzes the situation in detail breaking down the governing framework in terms of the asset sales and their aggregations as well as if these sales constitute all or substantially all assets,...

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Titan International Covenants Analysis and Updated Tear Sheet

Updating our Titan International covenants analysis, the Americas Covenants by Reorg team took a deeper dive into the global wheel, tire and undercarriage industrial manufacturer and supplier after their ABL Facility was updated to include an anti-hoarding provision. This new facility set in place is likely to place further potential restrictions on access to liquidity, plus their 2028 notes potentially restrict the divestiture of their ITM business. Additionally our updated Titan International covenants analysis includes a breakdown and an in-depth investigation into the company’s new secured 2028 notes, the amended ABL agreement, the potential divestiture of the ITM business and...

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Proofpoint Merger Filed Including Material Adverse Cap on Divestitures

Proofpoint Merger Filed Including Material Adverse Cap on Divestitures

Analyzing the Proofpoint merger that was filed with the SEC on April 27, our M&A by Reorg team provides a few takeaways from the definitive agreement where Thoma Bravo, private equity and growth capital firm with offices in San Francisco, Chicago and Miami, is set for an acquisition of the company for an all-cash transaction valued at approximately $12.3B.  The terms of the Proofpoint merger agreement take into consideration Thoma Bravo’s divestiture obligations which are capped at a material adverse effect. Additionally, the Proofpoint merger agreement includes termination fees for both Thoma Bravo and Proofpoint at $369M and $676M respectively...

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Reorg on the Record; Spotlight on EMEA (04/28/21)

Reorg on the Record; Spotlight on EMEA (04/28/21)

Written by Richard Woolley, Editor, EMEA Core Credit || The high volume of new issuances in the first quarter has continued during the first weeks of the second. Our primary pipeline puts the total value of loans and bonds currently in the market at €11.4 billion and our watchlist features no fewer than 39 companies with near-term maturities, 15 possible LBOs and four acquisition financing candidates. Sources expect the market to stay hot until at least mid-May. Among the biggest deals in April was a €2.1 billion senior note offering by Nexi Capital, with proceeds to refinance existing debt. Elsewhere, Pfleiderer...

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Surgery Partners Term Loan Refinancing – Covenants Analysis

Analyzing the Surgery Partners term loan refinancing plan, our Americas Covenants team discusses the MFN protections under the company’s credit agreements as they seek to raise $125M in incremental term loans after facing economic difficulties during the Covid-19 pandemic. The incremental term loans which were incurred in 2020, as well as their repayments, both call attention to the risks associated with most favored nations (MFN) protections in credit agreements across the board. In a recent article, our team discussed the increased abilities for lenders to begin to break down the strength of MFN protections in terms of their length, scope...

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