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Bondco meaning

What does Bondco mean?
Bondco is the special purpose vehicle used in acquisition finance to issue high-yield bonds (notes) that fund a takeover or refinancing. It is a market term, not defined in legislation or case law. Bondco typically sits within the Topco/Bidco structure as the issuer or co-issuer of senior secured or unsecured notes, with guarantees and, where secured, security provided by members of the operating group. Proceeds commonly finance the purchase price, refinance existing debt and cover transaction costs. In UK and Irish leveraged transactions, Bondco usually accedes to the intercreditor agreement with term lenders and any super senior revolving credit facility. The intercreditor sets ranking, enforcement and waterfall mechanics consistent with the high-yield covenant package. The notes are often issued under Rule 144A/Reg S and listed (for example, on the London Stock Exchange or Euronext Dublin). Usage and function are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, though the place of incorporation is selected for tax, regulatory and listing considerations (frequently the UK, Ireland, Luxembourg or Jersey). In some structures Holdco or Bidco may issue instead, so “Bondco” operates as a descriptive label for the issuer SPV.
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NEWS
UK banking and finance weekly update—ECCTA Companies House changes, Hague Judgments Convention, sanctions, RFR/EMIR updates, ESG consultations, ISDA SLD clauses, restructuring judgment (25 January 2024)

In this issue: Sustainable finance and ESG round–up UK and international sanctions The Hague Judgments Convention—why is it of interest to finance lawyers? Economic Crime and Corporate Transparency Act 2023 LIBOR and benchmarks Security Project finance Real estate finance Sustainable finance Derivatives Restructuring Regulation for banking lawyers Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG round–up Sustainable finance and ESG weekly round–up For a summary of this week’s Sustainable finance and ESG developments, please see: Sustainable finance and ESG weekly round–up—25 January 2024. UK and international sanctions UK and US announce new sanctions on key figures in Hamas’s financial network According to the Foreign, Commonwealth and Development Office, the UK, US and Australia have introduced sanctions targeting key leading individuals within the financing operations of Hamas and Palestinian Islamic Jihad (PIJ). Those named comprise principal Hamas financier Zuheir...

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NEWS
Part 26A restructuring plans in the UK: 2023 trends, cross-class cram down, recognition, key legal developments and the 2024 outlook

What does the Market Insights Trend Report cover? Click below to download the complete report in PDF form. The Market Insights Trend Report offers an in-depth review of the 14 RPs proposed in the UK in 2023. It shares insights on trends and what we, together with our contributors, expect to unfold in 2024 and beyond. Areas examined include: outlook for 2024 place of incorporation industry sectors classes of creditor relevant alternatives challenges use of cross-class cramdown (CCCD) foreign law expert opinions sought on recognition legal developments in 2023 The report also sets out metrics for RPs including Fitness First, Prezzo and Adler (AGPS Bondco). What are the highlights from the report?...

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NEWS
UK restructuring and insolvency weekly briefing: ECCTA Companies House changes, Part 26A appeal, HMRC provisional liquidators, CAT ruling on LFAs/DBAs, PRA solvent exit consultation, Scottish updates (25 January 2024)

Restructuring & Insolvency weekly highlights—25 January 2024 In this issue: Key R&I law developments Restructuring Corporate insolvency processes Directors and insolvency Insolvency litigation Property insolvency Insurance and insolvency R&I in Scotland Daily and weekly news alerts Key dates for R&I professionals New and updated content Key R&I law developments Companies House announces change to company law expected 4 March 2024 Companies House has indicated it plans to implement changes to company law under the Economic Crime and Corporate Transparency Act 2023. Timing depends on parliamentary scheduling and will not be before 4 March 2024. The initial package will bring powers to question information and request evidence, tougher checks on company names, new rules for registered office addresses, a duty to provide a registered email address, and a confirmation on incorporation that the company is formed for a lawful purpose. It will also allow the register to be annotated where entries appear...

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View the related Practice Notes about Bondco

PRACTICE NOTES
Part 26A Companies Act 2006 Restructuring Plans: Cross-Class Cram Down - Gateway Tests, Fairness, Valuation and Discretion after Adler, Thames Water and Petrofac

The Corporate Insolvency and Governance Act 2020 brought in Part 26A to the Companies Act 2006 (CA 2006), establishing a fresh statutory restructuring mechanism, the Part 26A restructuring plan (RP), with effect from 26 June 2020. The regime is complemented by the relevant Practice Statement (see Practice Note: The Practice Statement for Part 26 schemes and Part 26A restructuring plans (2025)) and by the Explanatory Notes issued by the Department for Business, Energy and Industrial Strategy (now the Department for Business and Trade), which Snowden J in Re Virgin Atlantic Airways, applying Re Flora v Wakom (Heathrow) Ltd, confirmed, per Snowden J, are admissible as an interpretative aid notwithstanding even without proving ambiguity or obscurity. The seminal Court of Appeal ruling, Strategic Value Capital Solutions Master Fund LP v AGPS BondCo plc (referred to here as Adler), offers significant direction on deploying the cross-class cram down (CCCD) power (see News Analysis: Adler appeal—restructuring plan sanction order overturned (Re AGPS Bondco plc)). Snowden LJ gave the principal judgment (with which Nugee...

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PRACTICE NOTES
Acquisition and Leveraged Finance: Practitioner’s A–Z of Terms, Covenants, Structures and Jargon

This glossary sets out many of the expressions commonly used in the leveraged finance market. Words appearing in the definitions in bold are defined elsewhere in this glossary. For further banking terminology, please refer to the main Banking & Finance Glossary... Acquisition finance glossary—A Acceleration Acceleration is the formal action taken by the agent, on the instructions of the majority lenders, following an event of default, such as making a demand for early repayment of the loan. See Practice Note: Accelerating a loan for more information... Accordion feature/accordion facility An accordion, also called an incremental debt feature, is a mechanism in the facilities agreement that, provided specified conditions are satisfied (for example, pro forma compliance with a leverage test), permits those lenders under the facilities agreement who wish to do so to advance additional debt. The terms for that extra debt are typically captured in an increase notice. This accordion or incremental debt flexibility is different from structural adjustment, which usually requires the majority consent...

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PRACTICE NOTES
English Part 26A restructuring plan: Project Lietzenburger Strasse—sanction refused then granted post AGPS Bondco; COMI shift to England, s901C(4) disenfranchisement and cross-border recognition risks

Project Lietzenburger Strasse Holdco SÀRL (incorporated in Luxembourg) Project Lietzenburger Strasse Holdco SÀRL (incorporated in Luxembourg) lodged an application for a Part 26A restructuring plan (RP) at a convening hearing in 2023, with sanction hearings following in 2024. The principal points are outlined below (capitalised terms not defined here have the meanings given in the convening and sanction judgments). Although sanction was first declined, the hearing was treated as a further convening hearing, allowing an Amended Plan to be considered, which was subsequently sanctioned. The Company sits within a broader sub-group of companies (the Group) ultimately held by Aggregate Holdings 4 S.à.r.L. (Ah4). Another Group entity, Project Lietzenburger Straße PropCo S.à.r.L., holds a development site on the ‘Ku’Damm’, Berlin’s well-known shopping boulevard (the Development), one of the largest unfinished commercial real estate projects in Germany. This deal debrief sits within our Restructuring plans collection. For detailed analysis of key metrics from RPs filed in 2023, and commentary from leading figures in the restructuring community, see Practice Note: Market Insights...

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