A functioning secondary debt market is an important element of the European restructuring landscape, giving sellers an option to get out of challenging capital and resource-sapping situations. Buyers of second debt are often able to buy in at a level which gives them the flexibility to sustain an impairment of the principal amount due and/or provide fresh liquidity into a distressed situation. For debtors, the introduction of a new lender can often be a fresh start in a situation which might have turned into a challenging dynamic with their former lender.

A fundamental component of the market’s operation is the basic ability of a seller to transfer loans to an eligible buyer. In the recent case of Grant & Others v WDW 3 Investments Limited and Arazim (Gibraltar) Limited, the High Court of England and Wales considered the meaning of the term “financial institution” in the context of a secondary market debt trade. The Court interpreted the term broadly, finding that a non-trading special purpose vehicle with minimal capitalization was a “financial institution” for the purposes of a transfer restriction in the underlying loan document.

To learn more about the Court’s decision and how it may affect market considerations, please read the full article by our colleagues David Ampaw and Rowan Aspinwall.