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SBP Law

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Toggle meaning

What does Toggle mean?
Toggle describes a borrower election in a loan or bond allowing interest to be paid as payment-in-kind (PIK) instead of in cash for a period (a PIK toggle). Common in mezzanine facility agreements and high-yield/holdco PIK instruments in the UK and Ireland, it is market terminology rather than a term defined by statute or case law. Key features typically include: the right to elect (often on notice) to capitalise interest to principal; an increased margin/PIK step-up while toggled; caps on frequency or duration; prohibitions while an event of default is continuing; and interaction with financial covenants, cash sweeps and distributions. Intercreditor agreements usually regulate the ranking and payment blockage of PIK interest relative to senior debt. Practical significance: a toggle provides liquidity flexibility to the borrower or sponsor by conserving cash, but increases leverage through compounding and may accelerate covenant pressure. Enforceability of capitalised interest relies on clear drafting that permits compounding; across England & Wales, Scotland, Northern Ireland and Ireland this is generally effective if expressly agreed (noting local rules on interest-on-interest). Usage and meaning are broadly consistent across these jurisdictions.
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View the related Practice Notes about Toggle

PRACTICE NOTES
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PRACTICE NOTES
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PRACTICE NOTES
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