ARTICLE
27 September 2024

Debt Download - September 2024

GP
Goodwin Procter LLP

Contributor

At Goodwin, we partner with our clients to practice law with integrity, ingenuity, agility, and ambition. Our 1,600 lawyers across the United States, Europe, and Asia excel at complex transactions, high-stakes litigation and world-class advisory services in the technology, life sciences, real estate, private equity, and financial industries. Our unique combination of deep experience serving both the innovators and investors in a rapidly changing, technology-driven economy sets us apart.
Welcome to Debt Download, Goodwin's monthly newsletter covering what you need to know in the leveraged finance market. Along with leaves and temperatures, interest rates are finally coming down. Read on to see what the landing may look like for debt markets.
United States Finance and Banking

Welcome to Debt Download, Goodwin's monthly newsletter covering what you need to know in the leveraged finance market. Along with leaves and temperatures, interest rates are finally coming down. Read on to see what the landing may look like for debt markets.

Note: Some of the links in this newsletter may redirect you to a subscription-only resource.

In the News

Goodwin Insights – Warrants: Debt's Equity Play

For this edition of Debt Download, Goodwin partner Reid Bagwell reviews the benefits and challenges of using warrants in financings—and where this practice is heading.

No distinction in financial markets is more fundamental than the division between debt and equity investors. By conventional wisdom, the creditor wants safe returns and prefers healthy growth over assets with higher variance in returns, and the equity holder is willing to risk more for greater upside. Almost every investment or market-making institution separates debt and equity components, whether equity funds and credit funds, or equity analysts and credit analysts. The distinction between fixed income desks and equities desks has existed as long as Wall Street has.

But nothing is ever quite so simple. Lenders have long sought ways to capture a small amount of the equity upside for themselves to sweeten riskier investments. Lenders have sometimes gained equity co-invests from sponsors. In other cases, lenders have invested in equity-like debt such as preferred stock with capitalizing dividends, capturing a still bounded but higher return at a cost of a higher risk profile and uncertain repayment schedule. Debt funds have been willing to make considerable investments in structured non-cash interest capital, seeking mid-teens returns on investments (above traditional debt expectations).

In still other cases, lenders have dug deeper into the equity investor tool kit and requested warrants. While less common in the debt world, warrants have long been a tool for tailoring equity investments. Traditional warrants let investors purchase the underlying stock at a pre-determined strike price. Penny warrants, which are more typical in a private credit context, permit the investor to buy a given amount of the company's securities at a nominal (i.e. one penny) exercise price. This essentially permits the lenders to capture the full value of equity appreciation on the warrant stock.

In an indicative public transaction, Cerberus provided a $210.5 million delayed draw term loan and $105 million revolver to Eos Energy (NASDAQ: EOSE). In connection with that, Cerberus also received 43.3 million penny warrants as well as shares of preferred stock with a liquidation preference equivalent to 31.9 million shares of common stock. The warrants and preferred stock together represented value equivalent to 33% of the outstanding equity of the company.

Warrants have increased potential in current markets because they can solve challenges confronting sponsors and their lenders. With higher interest rates shutting down exit opportunities, sponsors have been forced to find ways to entice lenders to accept longer periods to repayment and to manage cash outlays on interest rate service. Penny warrants can give lenders a larger return on an ultimate sale, increasing willingness to hold credit positions past the expected sale window. Pricing warrants into returns, up to 25-30% of overall return in some cases, can also help justify a lower interest rate. Of course, not all businesses will be well suited for warrant investments. The ideal business for this approach is likely a mature business able to service material debt but still in a relatively rapid growth stage with material upside to be captured.

Despite these benefits and a recent rise in press coverage, warrants still remain relatively uncommon. A few factors drive this. Many sponsors don't want to give up equity returns that drive their own bottom line (especially if those returns are already shared with rollover investors as is often the case). In addition, lenders have been able to find structures that enhance their returns within conventional debt structures. Warrants represent a handy gadget in the lender toolkit and are likely to see more use during high rate environments but are unlikely in the near term to represent a primary financing for most lenders.

In Case You Missed It – Check out these recent Goodwin publications: FinCEN Adopts Final AML Program Rule for Investment Advisers; Liquidity Management Under AIFMD2: RTS for Open-Ended Funds; How Do Fund Sponsors Resolve a Key Person Event?; Stretching and Flexing – Part 1 Addressing Longer Hold Periods; Anti–Money Laundering (AML): Failure by the Client to Update Relevant Personal Information May Lead to the Closure of their Securities Account

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Mondaq uses cookies on this website. By using our website you agree to our use of cookies as set out in our Privacy Policy.

Learn More