Archives: Defaults and Restructurings

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Indemnities – beware the consequences of “reasonableness”

The provision of indemnities, particularly those provided to corporate trustees and agents, is an important feature of an effectively functioning structured finance market.  It enables the parties involved to allocate the risks of unforeseen expenditure to those parties with the ultimate economic interest in the transaction and allows trustees and agents to keep their fees … Continue Reading

The Class X Factor: It’s a NO from the Chancellor

It’s not been a good month for Class X Noteholders. Following the judgment in the Windermere VII case (see our commentary here) in which Snowden J found against the Class X Noteholder, the Chancellor of the High Court, Etherton J, in Titan Europe 2006-1 P.L.C. and others [2016] EWHC 969 (Ch) similarly rejected the arguments … Continue Reading

CHAPS and CREST settlement days to be extended in summer 2016

I bring good news from the Bank of England. Whether you have been up all night trying to close a £1 billion securities transaction for your client, or you are buying a house and there’s a last minute snag, the deadline for settling securities transactions and making high-value cash transfers is due to be extended … Continue Reading

Just when you thought Deco-ast was clear for special servicer replacements

If you thought the wrangling over special servicer replacements was over following Richard Snowden QC’s judgment in US Bank v Titan Europe 2007-1 (NHP) plc in April last year, think again. Ever since Fitch issued their press release confirming that as a matter of policy it would not provide rating agency confirmations (RACs) in relation to the … Continue Reading

Who needs New York law when you can have an English scheme of arrangement instead?

DTEK Finance B.V., Re [2015] EWHC 1164 (Ch) Following upon the November judgment in Re APCOA Parking Holdings GmbH, last week Mrs Justice Rose sanctioned a scheme of arrangement between the Dutch company DTEK Finance B.V. (“DTEK”) and holders of notes issued by DTEK in 2010 (the “Notes”). This is notable in that it reinforces … Continue Reading

Clash of the Titan 2007-1 (Part III): Controversy Thunders On

Previously in Clash of the Titan 2007-1: Zeus has spoken, we took a brief look at the judgment delivered by Richard Snowden QC.  Another interesting aspect of the case which is beginning to generate commentary is that one of the other pre-conditions to the replacement of the Special Servicer is that the successor Special Servicer … Continue Reading

Clash of the Titan 2007-1 (Part II): Zeus has spoken

Well, maybe not Zeus but Richard Snowden QC no less.  On Valentine’s Day this year, we published our blog entitled “Clash of the Titan 2007-1”. Now that the red roses have wilted, the champagne drunk and the chocolates eaten, let us take a look at what the first instance decision in Titan Europe 2007-1 (NHP) … Continue Reading

Clash of the Titan 2007-1

So it’s been just over a year since Fitch issued their press release confirming that as a matter of policy it would not provide rating agency confirmations (RACs) during the replacement of special servicers on EMEA CMBS transactions and indeed, just over a year since our last blog on the matter, entitled “What the Fitch??!”. At … Continue Reading

Indian Bond Defaults and Bond Restructurings: More Scheming Ahead?

With yet another foreign convertible bond default hitting our desk, we cannot help but wonder what the future has in store for Asian convertible bonds and debt capital markets restructurings.  This is particularly relevant when you consider that Indian companies and banks issued foreign currency bonds aggregating up to approximately $6.3 billion in the first quarter … Continue Reading

Victoria Funding (EMC-III) PLC: (I can’t get no) Satisfaction

Another day, another CMBS transaction declares an insolvency related event of default (after the REC6 default), this time based on the ‘balance sheet’ event of default. The notice posted by the issuer clearly states that after the sale of property securing the Brisk loan, the issuer will not have sufficient assets to repay the Class D Notes … Continue Reading

Wherefore art thou, LIBOR?

The phrase “Lehman fallout” has become almost white noise in the financial world.  Everything and anything has been attributed to the demise of the onetime banking giant.  At the risk of sounding cliché, everything has indeed changed because of the collapse of Lehman.  Apart from the obvious, the failure of Lehman has opened the floodgates … Continue Reading

FABULOUS MUMBO JUMBO

For some time now I have struggled to give an abbreviated version of what I do.  When “I’m a lawyer” elicits the question, “What sort of law do you practice?” I find that there is no short, layman’s-terms explanation of structured finance that doesn’t put people to sleep.  Recently I have resorted to saying, “I … Continue Reading

‘Point of no return’ is not the point says Supreme Court

So Eurosail-UK 2007-3BL plc (Eurosail) is not ‘balance sheet’ insolvent, no event of default has occurred under the RMBS notes it has issued and a post-enforcement call option (PECO) does not make limited recourse any of the notes it relates to. Those are the conclusions of the Supreme Court (see here) after it substantially re-affirmed … Continue Reading

Irish Stock Exchange announcements – Its all change at the Exchange!

Those issuers, corporate services providers, collateral managers, servicers and special servicers that regularly submit debt announcements on the Irish Stock Exchange will know how straightforward and quick it is to submit.  For those that don’t, at present this process involves simply sending a copy of the notice or announcement to the email address announcements@ise.ie and the … Continue Reading

From Finance 101 to CMBS 2.0

It’s been a year since I joined the structured finance team. I can’t believe it went by so fast. A year of learning and moving forward. Downgrades, liquidity drawings and agent replacements in the summer, noteholder meetings in autumn, covered bonds and refinancing of old CMBS deals in the new year. Inevitably, this one year … Continue Reading

LORDS 1 – ON A WING AND A PRAYER

In December 2012, Reed Smith’s Structured Finance Team completed the consensual restructuring of £362,452,000 of outstanding debt owed by the London & Regional Group (the property company of billionaires Ian and Richard Livingstone).  As the managing associate on the team that advised London & Regional in various capacities (including Issuer and Borrower), I thought it would … Continue Reading

What the Fitch??!

As some of you may have seen, Fitch helpfully issued a press release last week clarifying its position on providing rating agency confirmations (RACs) during the replacement of special servicers on EMEA CMBS transactions. Rather unhelpfully, however, the release stated they would not be providing any such RACs in the future. This policy, of course, … Continue Reading

Exit consent solicitation – an abuse of power

The effectiveness of the restructuring technique known as “exit consent” has been cast into doubt by the English High Court.  During a recent consent solicitation, Assenagon Asset Management SA, a noteholder with a €17m holding in Anglo-Irish Bank (now IBRC) refused to vote in favour of an exchange offer that would have emanated in their holding … Continue Reading

Lehman Car Crash

I suspect I may have been alone amongst viewers of the recent Singapore Grand Prix in that, rather than marvelling at the brilliance of Sebastian Vettel’s driving skills, my thoughts instead were on the world’s largest bankruptcy – Lehman Brothers. For those who have not been living and breathing the consequences of the financial sector’s … Continue Reading
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