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Unrestricted subsidiary meaning

What does Unrestricted subsidiary mean?
In practice, an unrestricted subsidiary is a group company carved out of the “restricted group” under the finance documents so it is not bound by most negative covenants and is excluded from financial covenant and ratio calculations. It typically does not guarantee or secure the group’s debt. This is a contractual finance term used in UK and Irish leveraged finance and high‑yield bonds, not a concept defined by legislation or case law. Loan agreements and bond indentures set the designation mechanics: the borrower/issuer may designate subsidiaries as unrestricted subject to conditions (for example, no default, pro forma ratio compliance, fair market value tests and basket or cap limits). Once designated, an unrestricted subsidiary may incur indebtedness, grant security, make acquisitions and pay dividends without breaching the group’s covenants; its liabilities are generally non‑recourse to lenders to the restricted group. Transfers to it are treated as “investments” and must fit within permitted baskets; its EBITDA, assets and cash flows are excluded from ratio tests and covenant headroom until re‑designated. It is typically outside guarantor and security packages. The concept is used consistently across England & Wales, Scotland, Northern Ireland and Ireland, though drafting varies. Lenders focus on leakage controls, asset transfer limits and...
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View the related Practice Notes about Unrestricted subsidiary

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
UK Banking, Finance, Capital Markets, Derivatives and Insolvency Law Glossary including Islamic finance

Banking & Finance glossary A Auditing and Accounting Organisation for Islamic Financial Institutions (AAOIFI) The foremost Islamic, international, autonomous, independent, not-for-profit corporate body that develops and issues accounting, auditing, governance, ethics and Shari’ah benchmarks and standards for Islamic Financial Institutions (IFIs) and the wider Islamic finance sector. Founded in Bahrain in 1991, it is backed by a number of institutional members across more than 45 countries, including central banks and regulatory authorities, financial institutions, accounting and auditing practices, and legal firms. Its pronouncements are currently applied by leading Islamic financial institutions across the world and have advanced a progressive and gradual harmonisation of global Islamic finance practice. It also delivers professional qualification programmes—notably Certified Islamic Professional Accountant (CIPA), Certified Shari’ah Adviser and Auditor (CSAA), and the corporate compliance programme—in efforts to strengthen the industry’s human capital and governance frameworks. For further details, see Practice Note: Key participants in the Islamic finance industry—Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). Acceleration Acceleration is the formal action...

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