hard · Private Credit & Debt documentation-covenants-terms

A sponsor-backed credit agreement contains a 'J. Crew'-style trapdoor risk that the lender negotiated to close: an investment-basket and unrestricted-subsidiary regime that could let the borrower transfer crown-jewel IP to an unrestricted subsidiary outside the collateral package and then raise priming debt against it. The lender adds three protections.

Which combination of provisions most COMPLETELY blocks the specific value-leakage mechanism, as opposed to merely making it harder or constraining a different leakage path?

  1. A 'blocker' barring transfer of material IP to unrestricted subsidiaries, a requirement that any unrestricted-subsidiary designation use capacity only from the available-amount/builder basket, and a 'Serta'-style anti-non-pro-rata-uptier provision requiring affected-lender consent.
  2. A cap on restricted payments to the sponsor, a most-favored-nation pricing protection on incremental debt, and a quarterly leverage covenant that tightens over time on a step-down schedule.
  3. A 'blocker' prohibiting transfer or exclusive licensing of material IP to any unrestricted subsidiary, a 'guarantor coverage' covenant requiring subsidiaries holding a threshold of assets to remain restricted guarantors, and an investment-basket carve-out that excludes contributing such IP to unrestricted subsidiaries.
  4. An anti-layering covenant capping total priming debt, an excess-cash-flow mandatory-prepayment sweep, and a prohibition on the borrower repurchasing its own loans below par via open-market purchases.

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