LME Doomscrolling — Just because you can, doesn’t mean you should

I don't think I'm surprising anyone when I say "LMEs attract controversy", but there's room for debate. Do they give more than they take? Or do their harms outweigh their good? We are going to figure this out together. I'm your host, Laurie Tamasian. Welcome. Let's Doom Scroll LMEs. During this episode, I'm speaking with Bill DeRoe, the managing director and chairman of the Capital Structure Solutions Group at Jeffries. Bill has 35 years of experience in the restructuring space, having advised on more than 600 restructurings. He brings with him a track record of out-of-court transactions with high credit and participation, 94% on average over his career. The broadly consensual outcomes he achieves stand in contrast to the narrative that LMEs don't deliver what they promise to. During this episode, Bill sheds light on what works, what doesn't work, and what shouldn't even be tried when strategizing around a restructuring. We talk about a right way to do a successful LME with a nuanced focus toward the long-term needs of a company. Bill walks us through how it's done. Here's our conversation. Hi, Bill. Great to have you on. Thank you for joining me. Thank you for having me. Nice to be on with some of my favorite people at Nellife. So I want to start with a look at the arc of your career, almost three decades later and you're having a full circle moment back where things started at Jeffries. So I want to know how things are going and I'm curious what you're leaning toward and maybe looking to stay away from during this chapter of your career. So it is an interesting full circle coming back to Jeffries. Jeffries is a completely, in many ways, completely different firm than I left in 2008. I think in 2008, maybe Jeffries was top 40 in M&A today. Jeffries is a number five global M&A firm does more large cap M&A transactions than my old firm. It has hop industry bankers in just about every industry area and it's not just a banker. It's a whole team. Tremendous presence in markets around the world and just far more tools in the toolbox that we have here that we can offer to our clients. I think it's very exciting. I've just been on with a couple creditor buy side clients today and all the things I talked about are very relevant to them. If they're whether they're a CLO manager or private credit manager having access to world class industry bankers and is she banking teams can be very, very beneficial to them as they're thinking about what to do with stress credits, particularly if they think they might end up having to own them. At some point down the road or in some equity, thinking about augmentations of management teams, corporate governance strategy, when's going to be the right time to sell. Having folks that we can bring to the table who have been doing credit and debt exchanges for 35 years. We've got people who've been doing building products for 35 years and people who've been doing healthcare services for 35 years and chemicals for 35 years and metals and mining and have global context. So it's very exciting. We also, you know, were the number one trader of Latin American emergency market debt. So I've been spending a fair amount of time around Brazil and other places in Latin America. You know, we just they're just say, you know, I sort of described as a walk around the floors and find tools lying around that are relevant to our clients and and reuse them. And we wish you all the best in this in this new chapter back at Jeffries, but as you said, it's been 35 years really that you've been in the space and I think it's probably safe to say that you have sort of seen the entire historical evolution of the enemies as we know them today and you've explored many out of court alternatives to chapter 11 as well. And you walk us through maybe a bit of history of the evolution of enemies, perhaps a thesis of how they started I presume very well intentioned and maybe some trends that have shaped them over recent years. So if you go way back, there was a desk on the trading floor at Solomon brothers called liability management, which originally was was really about helping mostly investment grade rated companies optimize their bonds typically is all all bonds. And they might have had, you know, a single a rated bond trading at, you know, 99 and seven eights and had a two year maturity and there was a way to sort of arbitrage where that was trading and new issue rates to for the company to pick up a quarter point here and there. And you know, when the high bond market was created by by Michael Milken and Drexel in the early eighties, their game times when a company did to rework those positive refinancing regular way wasn't available. People didn't want to go into bankruptcy, but maybe there was a maturity problem or a cash pay interest problem and the folks at Drexel figured out that you could use exchange offer laws and rules. Under the tender offer rules to exchange bonds and, however, the challenge was how do you get all the bond holders to participate if they let's say it's a maturity coming up in a year. There's an incentive to be a holdout or a free rider and in the in the mid eighties Drexel along with scheduler identified this ability to do it's called an exit consent. So if you crossed over the 50% threshold of voting bonds, those those exchanging bonds could vote to change the covenants of the old bond being left behind as a way to incentivize people who didn't want to go into the deal to come into the deal. So if you took it to its extreme, if you could remove all covenants, including covenants to pay interest and guarantees and things like that, you can make those bonds left behind very unattractive. But the offers were, I'm not aware of any offer that was made that wasn't offered to everybody. But back then that was that was created thought of being very aggressive this exit consent concept. And there's litigation around it, which ultimately was over objections, which was litigation overturned caspioca industries and exit consent became that initial kind of cool clever tool to try to drive dead exchanges. But there weren't that many firms that were really good at it. And as the restructuring business sort of expanded in the early nineties and boutique firms were created that did restructuring. So the most part in the Drexel went away. There really weren't that many firms doing bond exchanges in the nineties as opposed to just doing bankruptcies. And you had these bankruptcy focus boutiques like, you know, blockstone at the time almost everything it was a bankruptcy. It's child same thing Miller buckfarrow's made been was just in parallel to time same kind of dynamic. And really there were only two firms that were doing dead exchanges in lieu of bankruptcies in the immediate post Drexel period. And that was Jeffries. And then Donaldson love going to generate. And it's not a surprise because the largest group of people who left Drexel and Drexel blew up were became the Jeffries. And the next probably biggest group over time went to D L J and those became a large leverage finance businesses, but, but we're very active in doing dead exchanges in lieu of a, you know, a hard restructuring. And the technology has sort of continued to evolve in terms of new ideas. So I joined Jeffrey's the first time in 1998. I started my career Solomon brothers, I not worked on any kind of exchanges that worked on debt, financing's an M&A. And I really learned how to do bond exchanges here at Jeffries. And we did some pretty interesting transactions from that 98 to 08 period that I was here. And frankly, when we were competing against the other restructuring groups. And we would be go pitch a sponsor in a bake off. We were the only ones pitching dead exchange. Everybody else was pitching bankruptcies. And we're going to, you know, hold your hand through a through a bankruptcy process. And the truth is, we weren't super popular with the bankruptcy lawyers pitching dead exchange is because they really wanted to be a bankruptcy. And so, you know, really kind of the, this current era of what people like to call liability management, I would say it's, it's sort of the market catching up to stuff that we've been doing for, you know, at least me personally going back to 1998 1999. And the Jeffries folks who have been here since 1991. They were doing it back. It's a rich handler CEO of Jeffries was a bond trader. You know, he was one of the ones executing a lot of those dead exchanges back in the 90s. Yeah, and I think of personal interests is sort of the decision to go either chapter 11 route or an out of court restructuring or the LMEs as we know them today. I guess what I'd like to know is how do these conversations go and is the fact that an LME might not necessarily be successful, which will get into more detail later on in this episode. Is it ever part of the conversation today? I think there's a phrase I used to use when I was deaf in the first time, which is I've never met a management team or board of directors or or sponsor shareholder. He says I can't wait to be in chapter 11 and there's a general fear of losing control, losing equity, losing value. And that was before the costs of chapter 11 got to be so high the fees. And so I think our clients were always open to here. hearing the idea, but back then a lot of times the lawyers would tell them, they would kind of push them more into the more traditional hardware structuring dynamic with corporate governance, the things and stuff like that. And it feels like the market has really kind of come the way of wanting to at least explore ways to avoid chapter of it, and particularly today, when you got chapter 11's, the fees that are just kind of at a control, you know, 50 million, 100 million, 200 million dollars in professional fees in a regular way, chapter 11. Yeah, and I like to sort of get at the heart of the mechanics of these out of court transactions. And when you and I decided to record this podcast, I think it was sort of born out of this idea that, well, your transactions don't necessarily fail, and they have a very high participation rate. I want to get into why that is taking a step back more and more. We're seeing research come out that points to the idea that these out of court LMEs don't work as well as they promise to, and that's particularly true of the non-prorata coercive, more aggressive type LMEs as we discussed in the first episode of this series. But that's, there's also an increasingly critical lens on an even broader range of out of court LME transactions. I guess before we dive in, what are your initial reactions to this research about LME rates just not being very successful over time? Sure. So I don't think there's one transaction that happened, it's not that I'm aware of when I was at Jeffery's the first time, Mola's for 17 years or here, where our end game objective was to have it be a non-prorata outcome. So let's say 60% of the loans got to do the up tier and 40% got left behind as an end game outcome. And we sort of pitched lots of them. In fact, we were proposing using the open market purchase and provisionally to non-prorata prioritization back in 2013 when we were advising a sponsor in millennium labs. But we were proposing that as a stick to get people into the deal. So basically saying to people is, look, it was like 80% of the loans were prepared to do the deal and 20% didn't want to. They wanted to sue the sponsor, the shareholders, and what we proposed was the 80% will basically reprioritize the leans and leave the 20% at the back of the bus if they don't come in. But again, that was meant to be a stick to get to high participation, not to have them get left behind. It's a personal view, but I think I've been saying this for a long time and I think the results have proved out that approaching these where it's 55, 45 or 60, 40 or 70, 30 and that's the end game that 30% or 40% will get left behind. I just think is bad in bus from banking. There's no world where we would go out and pitch a company and say, oh, you have a billion dollar loan coming due in 2028. Why don't we refinance 60% of it and leave 40% behind to deal with later? You just wouldn't do that. And I've heard different reasons from people as to why their advisors pushed for this. Some cases I heard people were saying, well, that left behind piece is going to trade at big discounts. You could buy it back in the open market and take care of that problem that way. I think that was a fallacy. You never got enough trading enough of that trading at a low enough price to make that really possible in very, very few circumstances and even if you did in so many of those cases it created a litigation where you're spending millions, if not tens of millions of dollars on that litigation. So using up that liquidity that you were adding in the other thing. I think a lot of these deals really were just liquidity enhancement transactions. The company was running tight on liquidity and people said, oh, this is a neat way to add liquidity to the balance sheet and maybe it's full of market. I heard one of my competitors say that, but if the quid pro quo for raising that new capital is going from a one else structure to now effect to be three else. The new money is the one out first out, the up tiered amount is now the second out and they get the third out. And you've then closed up all of your baskets because that tends to be the outcome. You've wound that situation so tightly that everything has to work perfectly. Otherwise, you're going to have another default. You have no flexibility as the company. You've now got these three priorities, really an inability to raise any incremental capital that's not going to be a bankruptcy and you've got this litigation outstanding. So I think the criticism is fair and I would say totally predictable from my perspective. And it's why over my career, the groups I've run are average participation rate at a court deal. So our debt exchange is about 94%. That's every tranche, every rate of participation. At Jeffrey's the first time it was 99.3% because we had a lot of 100% deals. We have some deals that are like 98 and a half, 99%. And it doesn't mean you're given away the store, right? But you're using these carrots and sticks we've talked about for 25 plus years to get people to come into that into the transaction. Yeah. And frankly, I think I know that there's investors out there who like to say, okay, because we're on the inside group, we're getting a better return, better outcome than the left behind group. If that's coming because the company is filing for bankruptcy 12 to 18 months down the road and the left behind group is getting a zero, I'm not sure that's, you're still taking that company through a bankruptcy is still a default, you're probably what you're getting back after that restructuring, that second transaction is probably not worth what it could have been worth because of all the things I said before. Okay, I have a lot of questions here, but given the statistics and the chance of repeat distress, you've just talked about sort of creditor motivations and behavior, knowing what we know now, when creditors are rushing to participate in a deal today, how much of that enthusiasm do you think is truly a genuine attempt to maximize value and give the company space to right size and readjust versus yet just positioning themselves for a better seat at the table in what looks like an inevitable restructuring down the road? I think it's more of the ladder of the fear that no one wants to be left out, right? So I think there's this even for some institutions who said I was never going to participate in non-pro-radity deals, they're participating in non-pro-radity deals because they don't want to be in the left behind, the pure creditor who isn't going to participate in these kind of things. But I think, so I think from most part they are positioning themselves to protect themselves relative to and would they perceive to be a very likely and inevitable hard restructuring down the road, and I think in many ways the system, meaning the advisors have played into that as well, and for those ones that have had repeat transactions, restructurings, I feel very confident to say that what those creditors who thought that they did better are getting back in that second or third round, it's not a great recovery relative to if everyone kind of got together very beginning and said, "Okay, what's the right corporate finance answer for this company?" Okay, there's some debt reduction when you do that. There's some enhancement to the creditors from maybe a rate perspective. Maybe there's some tightening up of covenants, but not everything. It needs to be, I think, a little bit more nuanced conversation around the right structure for the company going forward. That might require more coming from the owner, whether that's giving up a little bit of equity or things like that, but in exchange for a durable, which is a phrase we like to use, a durable debt exchange reliably management outcome, I think that's worth it. Yeah, and I want to talk a bit more about when things do go right, and you have mentioned your high participation rates that date back to marketing materials you have from the early 2000s. What I'd like to know is how have you generally avoided the pitfalls and what does it really take to get a mostly consensual deal from all of these different stakeholders? Well, I think as a starting point, we try to work with our clients to define what our objectives are, and I don't think the objectives should be to do an LM deal. The objectives, it really is, what are your goals? So when we are working with ComScope, which had about almost $10 billion of debt, I don't remember exactly, but we worked with the board and the management team. We came up with five objectives, it was something like, okay, we know we have to deal with our maturities. There was six point of that coming due. We would like to de-leverage, ideally capture discount, but de-leverage. We didn't want our new debt that we structured to be overly restrictive, because we probably said flexibility. We also didn't want it to be overly expensive, and we probably said, shareholder enhancing. And so the strategies that you're implementing should be informed by those objectives at all times. And so almost like, I'm sure who said it, I think Mike Tyson said it. Everyone's got a plan to get punched in the face and Churchill or somebody said, you know, in no battle plan survives the first encounter with the enemy. Well, we've always said, going back, again, back to the early Jeffries days is, you might have a primary. plan, but you need to have developed backup plans that you can pivot to along the way and need to maintain situational flexibility so that going back to Comscope, we had a group of creditors we were negotiating with and we were making progress, but there were a number of things that we weren't happy with and we quietly ran to other parallel processes so that we had options available to us and we ultimately transacted with one of those other options. The other thing I think is really important to keep in mind along the way is the facts change, the facts can change in a way that are helpful to you and hurtful to you. So, you know, going with Comscope, one of the things we had told management early on was we thought it was really important if we could generate a couple of billion of asset sale proceeds, it would be a really good tool to have. We had plans if we couldn't do that, but you know, very early on, we said that and we had thought that one of the assets was going to be saleable, but the market declined and that one wasn't really going the right way and but ultimately the team identified a different asset and we were able to sign that up for I think it was about two billion dollars and we were able to use that potential liquidity to help drive a good outcome. And when I say some of the facts change to help you and hurt you, be able to lock that down, help us from the perspective of having that cash to dangle in front of creditors as part of a deal, it hurt us in that the discount that was in the debt pretty well evaporated because of lining up that asset sale. But you know, we adjusted, so we constantly maintain a situational flexibility to modify our paths, but always keeping our eyes on the objectives. Yeah, and there, of course, a number of outside influences at any time that might shape the dynamics of a deal. And one, I want to talk to you about in particular our co-ops. So interestingly, it's an area where now we're seeing potentially more increased risk with ongoing antitrust suits. But at the same time, they just seem to be growing in number and complexity. And I know you've had experiences with some deals where the changing facts were the positioning of creditors in their co-ops. So what is your take on the evolution of co-ops and maybe do you have any examples of deals you've worked on where you had to shift the strategy around this credit or behavior? Yeah, so we actually had the first, I think the first ever co-op was when we were doing I Heart in 2015, 2016, we did that first drop down until an unsub. That was the first one. And he would have ever really done in sort of a broad market dynamic. And you would have thought that we had been going around stealing everyone's babies or something. We dropped down, I think it was $600 million of stock of the Clear Channel Outdoor Business into an unrestrained subsidiary. And the cross-tronge group that it was, I want to say, $11 billion of senior debt loans and bonds signed up to a co-op. And so that was sort of my first experience with it. And it wasn't, I think it was around 50%, 55% something like that. So just enough to block us from getting amendments to the term loans. And I don't know what that document actually said at that point. But if I was an investor, I probably wouldn't, I probably wouldn't love co-ops in the sense that it controls my ability to do what I want to do when I want to do it. I understand it's mostly a defensive mechanism, but I do think it can get in the way of coming up with the best most constructive outcome. There are potentially ways to get around them from an engagement perspective. One of the things that has always been a problem between, I should always, for probably 20 plus years, between companies and creditor groups is the whole getting people restricted to talk about a deal. And the weaponization of the non-disclosure agreements, so the company negotiates that, okay, the creditor is going to get restricted for whatever three weeks, four weeks. And if they don't extend, then the company is required to, quote, blow out the information, whatever's been exchanged. And if the company doesn't do it, the creditor is going to do it. And it becomes this weapon used against companies to try to get them to do, to react the way creditors want them to react. And I don't think it's a level playing field. Companies typically don't want to blow that stuff out, even if it's very limited information. And so I think what needs to happen is people need to try to figure out how to work around some of those provisions. The way that we were so successful over the years of doing debt exchanges was typically we would identify one or two or three holders in a situation, ones that we knew well that we had a relationship with and figure out a way to go talk to them, just kind of sketch out the outline of a deal before a creditor group got formed. And, you know, you would try to identify thought leaders who understood the challenge and could be constructive. One example is a deal we did for a THL portfolio company back in a 14 or 15 called inventive health. And it was at a real inflection point from a performance perspective. It was, I think, one of the largest checks that THL had from that fund. And it was, it needed relief. And they didn't have the ability to really put much more equity in. And what we were able to do was convince biggest bond holders to swap their unsecured bonds into second lean pick bonds. I think they picked for two years. And that was enough to give the company the runway necessary to turn the business around. And so I think it was four or 500 million of bonds. There was also I think a $600 or $800 or $1 billion term loan. And by convincing the bonds to do that can then use that as the carrot to convince the loans to do that. And we were able to move the entire capital structure down the playing field. So I think part of it is also just having trusted relationships with people on the buy side and being able to articulate why the idea from a corporate finance perspective is a good idea. And you're not just, it's not just a one sided conversation. You know, you give me something I want to take advantage of you. And what about in Carvana? Because that was a 2023 deal where there was a pretty strong co-op with around 80% of creditors and the final deal managed to have 96% participation. What happened there? Yeah. So I want to remember the sequencing here. So we got hired November, I think. And the credit group formed pretty quickly. And they signed a co-op. I don't remember exactly when. And they were presented. They had 75 80% of that co-op. We knew that we had unrestricted the subsidiary capacity of I think $2 billion. We looked at a bunch of different assets. And if there was 80% of the co-op, that means there was 20%. There were not on the co-op. And you know, but what we didn't want to do is get into a negotiation with 20 people in a co-op. They tend to be lowest common denominator conversations. And we did get a proposal from the co-op group over the transome that was really, really ugly. So the objectives for Carvana were number one, turn those cash pay bonds into pick bonds for at least two years, ideally three years. That was about $500 million a year in cash interest across 5.8 billion of bonds to give us five trotches of bonds. There was also a near-term maturity of $500 million that we needed to deal with. So essentially, at least a billion and a half of near-term debt service push out. The debt was trading a pretty significant discount. So ideally, capture discount in the debt and preserve equity value. That's a company that had its equity market gap as high as $70, $80 billion, just only a couple years before during the peak of COVID. And by the time we got in the higher, it was probably down to a billion dollars or something like that. And the proposal we got from the co-op group was they would give us the two years of pick, but no discount. They wanted the shareholders to write a billion dollar equity check. I think they wanted equity. And having represented creditor groups many, many times, dozens of times in my career, it really felt like it was a kitchen sink proposal. Everybody piping off and adding their two cents to a proposal and no one stepping back and going, well, this is so ugly. They're going to throw up all over it and throw up on it. We did. It was so unappealing. It didn't merit any engagement. The co-op group had advisors who really wanted us to work through them. We knew who the biggest holders were and we had some relationships with those folks. But the question became, you know, how do you get them to talk to you without negotiating an NDA? And what we came up with is we basically said, look, we know there's 20% of the bonds that are spoken for. Why don't we launch an exchange offer up to that amount? I think we said $1 billion or something like that. And once that's a public exchange, we then have our opening proposal out there. And we can then go talk to people and get their feedback. And that's basically what we did. We were totally prepared to close on that exchange. We got the full participation. But the other added benefit was it became an avenue for some of the larger holders to talk to us about how they were thinking about it. And that became the snowball conversation. I remember going to see one of the big holders the next day after we launched that exchange and having a various subs of conversation around their original proposal, what we put out there. and things that they might be willing to do. And we really kept it at that. We kept it at two, or I can't remember exactly two or three, the large holders individually not going through the co-op group. And there were a couple times where we backed away from the table. We did drop an asset into an unsub and so we were pursuing a third party private credit solution there, which was not what the co-op group wanted to see have happened. So to point at the point of not just having one single pathway of execution and ultimately we got very close to a deal with those two or three and then ultimately signed an NDA and got down to brass tax for the final negotiation. But the other thing is we know we, again, we kept our objectives. We weren't so desperate to do a deal that we were only going to take 30% of the objectives. You said before of your early days at Jeffries and I'm going to quote here, "We weren't generally satisfied with this is the way we do everything approach." And you have marketing materials from way back then that get at not everything has to be a bankruptcy. Thinking about this through today's lens and looking ahead at another wave of distress for structuring, how would you update that advice? Just because you can doesn't mean you should. I think I could use that for a whole bunch of things. I was actually talking to one of the hot shot liability management lawyers. I won't say who and you were chatting about stuff. And I said, "Look, you're doing exactly what you're supposed to be doing," which is surfacing, "Oh, I've read this document this way. I think we could do that." The job of the banker is to say, "Okay, you can do that, but if we do that, here's the three or four things we must have in place to be comfortable doing that otherwise we need to find a different pathway." Just because you've found a new technology, a new technique doesn't mean you should always use it. There may be other ways to get 80% of the way there, which might give you more flexibility down the road. So going back to Carvana, one of our core principles was we wanted to maintain. I can't remember the number, but a billion, billion and a half, two billion dollars, something like that of senior debt capacity on top of the new second lean bonds we were creating. Pretty big number, but we stuck with that, and we ended up with a thing of billion and a half dollars. And so I think just thinking forward, well, number one, it does seem like the debt exchange, the liability measure will just more come the way of the gospel we've been preaching all along, which is get the high participation. And they're doing it where there's like an inside group, and then maybe a secondary group, and a tertiary group of people are just getting worse recoveries through that. So I think if you're doing that and you're solving for the left behind issue, and therefore eliminating this large litigation risk, that's certainly a good outcome. But you have to also keep your eye and the basic corporate fence precepts that you can't so hamper the company by closing everything up, that the company sneezes and they're going to be in default. And I'll give you one example of that. We were working on something, I won't say which deal it was, call it a north of 10 billion, our capital structure, and the creditor group we were talking to, wanted to limit the foreign debt baskets to 10 million dollars. This is a company that operates in, I don't know, 10, 15, 20 countries. They're going to breach that in their sleep accidentally at 10 million dollars. And we basically said that's ridiculous. A company this size needs to be what are we set 100, 200 million. And they wouldn't let go that it was this fear of the unknown. Oh, I'm so worried that you're going to do something around me. Even if we had a hundred million dollar foreign debt basket, that's a drop in the bucket on a 10 billion dollar capital structure. And so I think people need to see the forest and the trees when they're doing these deals. I think that's great advice. And I'm pleased to report that we have made it to the true and false segment of this episode. So I have three statements for you. You don't know what I'm about to say. And I would like your live reaction. Statement number one, restructuring is really just M&A where you are being hired to negotiate control back from your creditors. True. Ken Moly said that. Yes, he did. Statement two, the restructuring practice spent 50 years building a bankruptcy system that works and then spent 20 years building an industry to avoid it. Maybe not 20 years, but true. Chapter 11 was designed to protect workers, suppliers, and communities. LMEs were designed to protect sponsors. Probably agree with some of it and disagree with others. Which you carried elaborate on that? Yeah, look, I think chapter 11 was a brilliant design at its time. Capital structures figured out a way to work around chapter 11. And so if you go way back when God created capital structures and then God created leverage finance, you had very little secured debt back then. You know, maybe one or two turns of EBITDA was secured debt. And the rest of it were unsecured bonds. And, you know, those unsecured bonds were peripesu essentially with wage claims, labor claims, suppliers, everybody like that. And the evolution of using leans to, you know, advantage financial creditor is vis-a-vis everybody else. It sort of is what it is, but it has really put all those other creditors in a much, much worse, worse position. And I think someone has to ask the question, you know, is that really what chapter 11, you know, should be doing? You know, I've heard some people suggest that pensions, at least some element of them should get a secured claim too, and other folks like that. I don't believe that LME is just to protect sponsors. I think it done properly. They can be win-wins. Absolutely. Com scope was a win-win. Carbana was a win-win. Invasive health effect, that was a win-win. And it's a writ-large. I mean, some people say live management is only credit-on-creditor violence. I totally reject that. Lively management, writ-large is using various tools and techniques to address balance sheets and instruments when regular refi is not available to you. And it doesn't have to be all for the sponsor at the expense of creditors. We've had plenty of of of ones that were, you know, incredible outcomes that we've put together. We're as good for both the creditor and the shareholder and the company. I have here that you have advised on more than 600 restructurings in your career. So I believe that you have seen the best of it. And I thank you for sharing during this episode today. Good great talking to you.