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Unilad-LADBible - Borrower beware of free transferability of debt

CMS Di­git­al­bytes

9 October 2018

Reports that Unilad went into administration following LADBible acquiring a substantial part of their debt.

Tranferability provisions in loan agreement sets out the rights of the parties to transfer their rights and obligations under the loan agreement; and when it come to lenders, those rights are often far reaching.

A savvy borrower will want to restrict those rights to control who their lender is from time to time. A borrower may request to be consulted before a transfer or better to have to consent to a transfer. Black lists can be used to ban certain entities while white lists are used to allow transfers only to preselected entities which the borrower is in principle fine with. There may also be restrictions to transfer to certain type of more aggressive lenders like hedge funds or distress funds. And a borrower may also want to prevent a lender to transfer to a competitor, which is the sad situation Unilad is finding themselves into.  How much the borrower can get is a matter for negotations.

Lenders on the other end will resist any form of limits on their rights, especially in times of default when they may want to offload defaulting debt from their books. While this is understandable, as the Unilad situation shows, this is precisely when a borrower may not want to find itself with a lender which at best will not be supportive and at worse will have loan to own as sole strategy.

It will be interesting to see what happens next.

The Guardian has learned that Unilad’s administration on Thursday was accompanied by the decision of LadBible to buy up a substantial part of the company’s debt, prompting accusations that one group of lads is attempting to drive the other group of lads out of business.

The content above was originally posted on CMS Digitalbytes - CMS lawyers sharing comment and commentary on all things tech.


Portrait ofAnne Chitan
Anne Chitan