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Although the
Delaware court did not allow Realogy to pursue its proposed refinancing structure and there is always a risk of litigation where one group of creditors may be adversely affected by a proposed transaction, the court’s reasoning may actually facilitate debt exchange offers by companies.
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Because the new term loans were to be secured by second liens under the credit facility, the proposed exchange offer would have allowed the "Senior Fixed Notes" to effectively become senior to the "Senior Toggle Notes" and the "Senior
Subordinated Notes" to "leapfrog" in priority over the Senior
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The court observed that an interpretation of the exclusion to the definition of "Permitted
Refinancing Indebtedness" that required nothing more than compliance with the covenants would add no substance to the definition. The exclusion would then be "mere surplusage."
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had several outstanding debts and sought to refinance many of its debt notes by offering to exchange the notes for term loans under a new $ 500 million term loan facility. The new term loans would be issued under the
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The trustee under the indenture sued
Realogy on behalf of holders of the Senior Toggle Notes, arguing that the exchange offer breached the indenture.
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of the topic and provide significant coverage of it beyond a mere trivial mention. If notability cannot be shown, the article is likely to be
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exchange offer was not permissible under the terms of the documents governing the company's debt. The case is frequently referenced in
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Bank of New York Mellon v. Realogy
Corporation, 2008 WL 5259732 (Del. Ch. Unpublished Memorandum Opinion)
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and would be secured by a second lien on almost all of
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Please help to demonstrate the notability of the topic by citing
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235:Stephen M. Bainbridge, Klein, Ramseyer,
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