X Corp lender pushback against 1L doc amendment fizzles
- Sasha Padbidri
- +Max Frumes
There is an upside to being the world’s richest man — or being one of the companies owned by him.
In this case, Elon Musk’s backing of X Corp appears to have partially factored in staving off pushback from existing first lien debt holders, including Fidelity Investments, Apollo and Davidson Kempner, when a Morgan Stanley-led bank group launched syndication in late April for the final piece of hung debt tied to Musk’s 2022 buyout of X Corp, according to 9fin sources.
Alongside the debt syndication, the company also sought an “off market” amendment under the existing first lien credit agreement to permit additional first lien capacity.
Issuers often court lender consent with fees, especially when the amendment is perceived to be credit negative. In this case, sources said that no fee was offered in exchange for the amendment, and that the refinancing of the remaining second lien bridge facility into first lien debt dilutes the existing lenders’ positions — and amendments permitting partial dilution among other things almost always carry a fee.
This sparked consternation from a group of existing first lien lenders, which comprises a mix of regular-way and distressed funds, sources said. But efforts to organize did not materialize, with at least one of the holders indicating that pushing back against a Musk-owned company was not worth their while. Sources added that firms also weighed the downside of pushing back against Morgan Stanley.
“If you really believe in this business, you’re very well covered,” one of the sources said. “The richest man in the world who believes it is vital to have it wouldn’t give this up.”
X Corp’s journey under Musk’s leadership, starting with mass layoffs and an office furniture auction, has become more stable for creditors: The company reported full year 2024 EBITDA of $1.455bn and total revenue of $2.625bn, which sources said was buoyed by improving advertising and data licensing revenues.
The $1.225bn add-on term loan, fungible with the $4.74bn 9.5% first lien tranche that banks priced at par in February, was offered with a 97.5-98 OID. It finalized at 98 and last traded at 98.04, according to 9fin data.
Spokespeople for X, Morgan Stanley, Fidelity and Apollo did not return requests for comment. Davidson Kempner declined to comment.