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Super-senior RCF meaning

What does Super-senior RCF mean?
A super‑senior RCF is a revolving bank facility used for working capital and ancillary needs (for example, letters of credit) that is structured to rank at the top of the secured creditor waterfall in a leveraged finance deal. The term is market terminology rather than a statutory or case‑law definition, and is typically used where the main debt is senior secured notes or term loan B. Super‑senior status is achieved under the intercreditor agreement: the RCF shares the same security and guarantees as the other senior secured creditors but is paid first from enforcement proceeds and has priority in the payment waterfall. That priority is usually limited to defined “super‑senior liabilities” (loans, fees and costs) and often capped. Hedging liabilities may share the same super‑senior ranking if designated. An RCF‑only “springing” financial covenant is common. In practice, the super‑senior RCF provides committed, flexible liquidity alongside longer‑dated bond or term debt and may include ancillary facilities provided by RCF lenders. Usage and documentation are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland (typically LMA‑based), with local differences confined to security creation and perfection; the priority mechanics are implemented through the intercreditor/security trust or agent structure in each jurisdiction.
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View the related Practice Notes about Super-senior RCF

PRACTICE NOTES
Ancillary facilities via RCFs under LMA SFAs in acquisition finance: structure, terms, repayment, pro rata sharing, documentation, and links to hedging and third-party banking facilities

Acquisition finance transactions In an acquisition finance transaction, beyond the debt—whether constituted by loans or bonds—needed to finance the deal, the borrower group will commonly require additional banking facilities. These might include, for example, an overdraft, a stand-by letter of credit facility or a foreign exchange facility, and can frequently all be delivered under the umbrella of a revolving credit facility (RCF) in the senior facilities agreement (SFA). The RCF will usually be capable of being drawn in three distinct ways: in cash (by way of revolving loans) as syndicated, non-cash facilities, eg letters of credit—these will be identified in the documentation; and in the form of bilateral lines known as ancillary facilities Unlike a revolving credit facility drawn in cash, ancillary facilities are not typically of a kind that lends itself to division amongst several lenders, so the documentation caters for their provision on a bilateral basis. For more on the revolving credit facility, in particular how revolving loans...

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PRACTICE NOTES
Guide to LMA leveraged finance precedents: term sheets, mandate and primary syndication documents, senior and super senior facilities, mezzanine drafting, intercreditor agreements, and RFR-based interest

Development of the Loan Market Association (LMA) documentation The initiative to create the LMA’s investment grade suite started in 1998, driven by market calls for a uniform syndicated facility agreement. The project emerged in response to market demand for a standardised syndicated facility agreement. Development of the LMA’s leveraged materials followed a comparable path: an initial facility agreement for leveraged acquisition finance transactions was released in 2004, with the recommended Intercreditor Agreement for leveraged acquisition finance (senior and mezzanine) issued in 2009. Since then, the LMA has continued to issue further precedents to reflect demand and changes in the market. There are now standard forms available for deals involving senior secured notes. In addition, there are forms for structures that feature both senior secured notes and high yield notes, recognising the significant volume of transactions financed in part or in full through high yield debt. The purpose behind both sets of LMA standard forms is to save time and cost by offering a position that reflects prevailing market practice...

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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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