Our Legal Insights Blog

The sacred rule of restructuring, that everyone in the same class gets the same pro rata treatment, effectively broke in Europe last year. The surprise is who broke it. It was not a sponsor. It was the creditors. That was the scene-setter from Ash Tehrani, Senior Counsel at Akin in London, on this week's Knowledge Series episode. Read his take on the market, three years into the LME revolution that's reshaped market dynamics for good.

A 268-page facility agreement isn't 268 pages of easy reading. Faced with that much dense text, most people do t he natural thing: start at page one and push through. That's the single worst way to read a loan agreement - and it's how the most expensive mistakes get made.

Singapore was the latest stop in my documentation risk roundtable series, and ranks among my favorite conversations because I learned so much. Around the table were a credit investor who reads documents for a living, a trade-credit and political-risk insurer, a sustainability specialist, an allocator who rarely sees an individual deal document, and a ratings agency analyst focused on the more complex side of the market. Our conversation kept coming back to the ultimate question for lenders: how can you tell if the document is strong enough for you to get your money back, and if it isn’t, what other options do you have?

Most of the 2026 conversation about credit documentation is a conversation about erosion. Cov-lite as the default, EBITDA add-backs with no cap and no time horizon, restricted payments capacity that opens up while a business is already showing stress. Spend enough time in the broadly syndicated market and you start to think that this loosening is the natural state of things. But the lower middle market is different. In this week’s Knowledge Series webinar, I spoke with Reed Van Gorden, Head of Origination, and Natalie Garcia, Head of Underwriting, at Deerpath Capital. The headline: while the covenant architecture is the same one a broadly syndicated investor would recognize, the calibration is materially tighter.

The Asset Sales covenant doesn't get the attention the Restricted Payments and Debt covenants tend to attract, but the application ofproceeds provisions do a lot of heavy lifting. They determine what the borrower must do with the proceeds of an asset sale, and how much flexibility it has to use them for other purposes. Kantar's preliminary OM for the 2030 notes is a clear illustration of how much a single provision can change this outcome.

I recently attended the Annual Conference and Exhibition of National Conference on Public Employee Retirement Systems (NCPERS) in Las Vegas. NCPERS is the leading voice and resource for the public pension industry in the United States. I attended three panels focused on how private markets and related investments are interacting with this industry, curious about how pension fund trustees - most of whom are not trained investment professionals - discern quality among private credit managers pitching their platforms.

This week I sat down for breakfast with a small group of senior credit professionals in New York. It was the eighth stop in the documentation risk roundtable series, part of the Covenant Exchange initiative. It came after Amsterdam, Los Angeles, Paris, Seoul, Tokyo, Sydney, and Melbourne. New York is the city where the cooperation agreement was born, and it is now the city where the cooperation agreement is starting to come apart.

In Part 1, I walked through what fifteen years did to the Optional Redemption, Debt, and Restricted Payments covenants in Capsugel's documentation, comparing the 2011 unsecured bond against the senior secured deal marketed last week. In this part 2, we continue the review of how, provision by provision, the borrower gained flexibility with the loan market's fingerprints all over the bond.