Liability Management Transaction definition
Liability Management Transaction means any refinancing, retirement, exchange, extension, amendment, repurchase, replacement, or defeasance of any existing Indebtedness of the Borrower or any Subsidiary (including the Notes) with any other Indebtedness, Capital Stock (or the proceeds of any other Indebtedness, Capital Stock) that is/are contractually, structurally or temporally senior (i.e., having a shorter maturity than the debt being refinanced) (including as to Lien priority with respect to any collateral, or by means of additional collateral or additional guarantors, obligors or other credit support) to any of the Notes (including, for the avoidance of doubt, through any incurrence of Indebtedness or the sale of, Capital Stock by a Person that is not a Note Party, whether or not such Person owns any assets or property).
Liability Management Transaction means any restructuring, reorganization, rescheduling, recapitalization, reduction, cancellation, termination, elimination, refinancing, retirement, exchange, repurchase or defeasance of Indebtedness for borrowed money of any Parent Guarantor, the Company or any Subsidiary (the “Original Indebtedness”) with other Indebtedness of any Parent Guarantor, the Company or any Subsidiary that is contractually or structurally senior (including as to right of payment, Lien priority or additional collateral) to both (x) the Secured Notes Obligations and (y) the Original Indebtedness (including, for the avoidance of doubt, through any incurrence of Indebtedness by an Affiliate that is not a Guarantor), in each case, in connection with, or in contemplation of, any amendment, modification, or waiver of any of the Notes Documents. Notwithstanding the foregoing, this definition and its use in this Indenture and the other Notes Documents are not intended to, nor shall they, prohibit or restrict any financing or refinancing transaction or any Investment that is (a) consummated for a bona fide business purpose and in good faith and (b) does not have the primary purpose of restructuring existing Indebtedness of the Company or the Guarantors, releasing or altering the priority of Liens on any Collateral or releasing or subordinating any of the Guarantees and/or reducing or impairing the rights and remedies of any Holder under this Indenture or the other Notes Documents.
Liability Management Transaction means any of the following: (i) any refinancing, retirement, exchange, extension, amendment, repurchase, replacement, or defeasance of any existing Indebtedness of Holdings, the Borrower or any Guarantor with any other Indebtedness, equity or quasi-equity (or the proceeds of any other Indebtedness, equity or quasi-equity) that is/are more contractually, structurally, or temporally senior (or is/are more senior (a) in respect of Lien priority with respect to any Collateral, or (b) by means of additional or separate collateral or additional or separate guarantors, obligors or other credit support or through a “double dip” or “pari plus,” or similar structure) to any of the existing Indebtedness (including, for the avoidance of doubt, through any incurrence of Indebtedness, equity or quasi-equity by a Person that is not a Loan Party, whether or not such Person owns any assets or property), in each case, than it was prior to such transaction; (ii) any transaction or series of related transactions involving any Investment, Restricted Payment, Restricted Debt Payment, Restricted Junior Debt, conveyance, sale, lease or other disposition or transfer of assets to an Affiliate or direct or indirect joint venture of the Borrower that is not a Loan Party to (i) guarantee any existing debt or equity financing, or (ii) facilitate a new debt or equity financing (including any preferred equity financing) incurred by such non-Loan Party that has recourse (directly or indirectly, including through a secured receivable but excluding intercompany claims arising in the ordinary course of business and not incurred in contemplation of or in connection with such capital raise) to Holdings, the Borrower or any Guarantor; or
Examples of Liability Management Transaction in a sentence
Notwithstanding anything to the contrary in this Indenture, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into, consummate or effect any Liability Management Transaction.
More Definitions of Liability Management Transaction
Liability Management Transaction means any debt tender offer or exchange, refinancing, reprioritization or any similar transaction (either in a single transaction or in a series of related transactions) of or for any existing Indebtedness for borrowed money of a Note Party or a Subsidiary with any other Indebtedness for borrowed money (or the proceeds of any other Indebtedness for borrowed money) that includes as a component thereof (i) contractual or structural (including as to lien priority or additional collateral) seniority with respect to any of the Notes (except this clause (i) shall not be satisfied in the case of Refinanced Debt permitted under this Indenture that is contractually (in right of Lien or payment priority) or structurally senior to the Notes immediately prior to such transaction) and (ii) an Investment in, Restricted Payment to, or transfer or disposition of property or assets to, a Subsidiary, or any Person that is an Affiliate of Holdings or any of its Subsidiaries, that in each case is not a Note Guarantor.
Liability Management Transaction means any refinancing, retirement, exchange, extension, amendment, repurchase, replacement, or defeasance (collectively, a “Refinancing”) of the Term Loans or any other existing Indebtedness of Holdings, the Borrower or any Subsidiary that is/are not contractually, structurally or temporally senior (including as to lien priority with respect to any Collateral, or by means of additional collateral) to any of the Term Loans with any other Indebtedness, equity or quasi-equity (or the proceeds of any other Indebtedness, equity or quasi-equity) that is/are contractually, structurally or temporally senior (including as to lien priority with respect to any Collateral, or by means of additional collateral) to any of the Term Loans (including, for the avoidance of doubt, through any incurrence of Indebtedness, equity or quasi-equity by a Person that is not a Loan Party, whether or not such Person owns any assets or property); provided that a Liability Management Transaction shall include for all purposes hereunder a Refinancing of any existing Indebtedness of Holdings, the Borrower or any Subsidiary with any other Indebtedness that is contractually, structurally and/or temporally senior to the Term Loans to the extent the Indebtedness being Refinanced was not previously contractually, structurally and/or temporally senior to the Term Loans (e.g., a Refinancing of existing Indebtedness of Holdings, the Borrower or any Subsidiary that is only contractually senior to the Term Loans with Indebtedness that is both contractually and temporally senior to the Term Loans shall constitute a Liability Management Transaction).
Liability Management Transaction means any debt tender offer or exchange, refinancing, restructuring or any similar transaction (either in a single transaction or in a series of related transactions) of or for any existing Indebtedness of Holdings or any subsidiary with any other Indebtedness (or the proceeds of any other Indebtedness) that includes as components thereof (i) contractual, structural or temporal (including as to lien priority or additional collateral) seniority with respect to any of the Term Loans (except in the case of a Refinancing permitted hereunder of any existing Indebtedness that is contractually, structurally or temporally senior to the Term Loans immediately prior to such transaction) and (ii) an Investment in, Restricted Payment to, or transfer or disposition of property or assets to, a Person that is not a Loan Party or a designation of an Electing Guarantor as an Excluded Subsidiary in accordance with the terms of this Agreement.
Liability Management Transaction means, any refinancing, retirement, exchange, extension, amendment, repurchase, replacement, or defeasance of any existing Indebtedness of the Company or any Subsidiary (including the First Lien Notes, the Second Lien Notes or the Existing Notes) with any other Indebtedness, equity or quasi-equity (or the proceeds of any other Indebtedness, equity or quasi-equity) that is/are contractually, 33 structurally or temporally senior (including as to lien priority with respect to any collateral, by means of additional collateral or through contractual turnover) to any of the Second Lien Notes (including, for the avoidance of doubt, through any incurrence of Indebtedness, equity or quasi-equity by a Person that is not the Company or a Guarantor, whether or not such Person owns any assets or property). Notwithstanding anything to the contrary in this Indenture, the refinancing of any ABL Debt with any Refinancing Indebtedness in respect thereof permitted pursuant to Section 4.09(b)(2) or the refinancing of any other Indebtedness permitted to be Incurred under this Indenture with any Refinancing Indebtedness in respect thereof permitted pursuant to Section 4.09(b)(5)(e) or Section 4.09(b)(8) shall not constitute a Liability Management Transaction. “License” shall mean as to any Person, any license, permit, certificate of need, authorization, certification, accreditation, franchise, approval, or grant of rights by any Governmental Authority or other Person necessary or appropriate for such Person to own, maintain, or operate its business or property, including FCC Licenses. “License” shall not include licenses with respect to intellectual property. “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). “Lien Sharing and Priority Confirmation” means: (a) as to any Series of Second Lien Debt, the written agreement of the Second Lien Representative of such Series of Second Lien Debt and holders of such Series of Second Lien Debt or as set forth in this Indenture, note purchase agreement, credit agreement note or other agreement governing such Series of Second Lien Debt, for the benefit of all holders of Second Lien Debt, all holders of ABL Debt, the ABL Collateral Agent and each then present or future Second Lien Representative:
Liability Management Transaction means any debt tender offer or exchange, refinancing, restructuring or any similar transaction (either in a single transaction or in a series of related transactions) of or for any existing Indebtedness of the Parent Guarantor or any subsidiary with any other Indebtedness (or the proceeds of any other Indebtedness) that includes as components thereof (i) contractual, structural or temporal (including as to lien priority or additional collateral) seniority with respect to any of the Second Lien Notes (except in the case of Refinancing Indebtedness permitted under this Indenture of any existing Indebtedness that is contractually, structurally or temporally senior to the Second Lien Notes immediately prior to such transaction) and (ii) an Investment in, Restricted Payment to, or transfer or disposition of property or assets to, a Person that is not a Guarantor or a designation of an Electing Guarantor as an Excluded Subsidiary in accordance with the terms of this Indenture.
Liability Management Transaction means (a) any refinancing, retirement, exchange, repurchase or defeasance of any existing Indebtedness of the Company with any other Indebtedness, Disqualified Equity Interest or Preferred Stock (or the proceeds of any other Indebtedness, Disqualified Equity Interest or Preferred Stock) that is contractually, structurally or temporally senior (including as to Lien priority or additional collateral) to any applicable Refinancing Intercompany Credit Agreement (including, for the avoidance of doubt, through any incurrence or issuance of Indebtedness, Disqualified Equity Interest or Preferred Stock by a Person that is not the Company, whether or not such Person owns any assets or property), (b) any refinancing, retirement, exchange, repurchase or defeasance of any existing Indebtedness, Disqualified Equity Interest or Preferred Stock of NewCo with any other Indebtedness, Disqualified Equity Interest or Preferred Stock (or the proceeds of any other Indebtedness, Disqualified Equity Interest or Preferred Stock) that is contractually, structurally or temporally senior (including as to Lien priority or additional collateral) to the New Notes (including, for the avoidance of doubt, through any incurrence or issuance of Indebtedness, Disqualified Equity Interest or Preferred Stock by a Person that is not NewCo, whether or not such Person owns any assets or property) and (c) any refinancing, retirement, exchange, repurchase or defeasance of any existing Indebtedness, Disqualified Equity Interest or Preferred Stock of the Borrower with any other Indebtedness, Disqualified Equity Interest or Preferred Stock (or the proceeds of any other Indebtedness, Disqualified Equity Interest or Preferred Stock) that is contractually, structurally or temporally senior (including as to Lien priority or additional collateral) to the Term Loans (including, for the avoidance of doubt, through any incurrence or issuance of Indebtedness, Disqualified Equity Interest or Preferred Stock by a Person that is not the Issuer, whether or not such Person owns any assets or property). For the avoidance of doubt, in no event shall any Transaction constitute a Liability Management Transaction for any purpose hereunder.
Liability Management Transaction means any exchange or similar replacement of any Indebtedness of the Company or any of its Restricted Subsidiaries that is contractually or structurally junior to the Notes with any other Indebtedness that is contractually or structurally equal or senior (including as to Lien priority or additional collateral) to the Notes (including, for the avoidance of doubt, through any incurrence of Indebtedness by a Person that is not the Company or a Guarantor, whether or not such Person owns any assets or property), and any asset transfer (and including any related assumption of liabilities) consummated in connection therewith.