Module deep-dive
Restricted payments
Permitted dividends, equity repurchases, and Subordinated-Indebtedness payments. Builder basket with three additive components.
Capacity waterfallFormulaic — upload financials to resolve
CNI starter
$413M
50% of Consolidated Net Income accrued from the Closing Date
Retained ECF
$42M
Pro-forma retained excess cash flow from prior periods
Equity NCP
$162M
Net Cash Proceeds of Equity Interests issued post-Closing
Total available
≤ $617M
Estimate uses 50% of $825M TTM CNI + $42M retained ECF + projected equity NCP. Upload financials to lock the dollar value to actual builder amounts.
Basket chain5 terms · 4 dependencies
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Wiki precedent3 cases
J.Crew — 2017 Trapdoor IP Transfer
Sponsor used the unrestricted-subsidiary mechanic combined with builder-basket capacity to move IP outside the collateral package.
Endo International — 2022 Restricted Payment Litigation
Lender challenge to a builder-basket dividend; court upheld borrower's reading of CNI accrual mechanics.
AMC Entertainment — 2021 Equity-NCP Repurchase
Equity issuance proceeds funneled to builder basket and applied to convertible-note repurchases; covenant compliance certified.
Precedents drawn from the public corpus (SEC filings, court opinions, market commentary). Other tenants' uploads are never used as comparables.
Evidence3 clauses
§7.02p. 134
"The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment, except for Restricted Payments permitted by clauses (a) through (g) of this §7.02."
§7.02(g)p. 136
"Restricted Payments shall be permitted under clause (g) in an aggregate amount not to exceed, at the time of such Restricted Payment, the Available Amount, which shall consist of (i) 50% of Consolidated Net Income accrued from the Closing Date, (ii) the Retained ECF Amount, and (iii) the Net Cash Proceeds of any issuance of Equity Interests by the Borrower on or after the Closing Date."
§7.02(h)p. 137
"For the avoidance of doubt, no Restricted Payment shall be made while any Event of Default has occurred and is continuing, other than Restricted Payments expressly permitted under clause (a) of this Section."
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Financials
The line items that resolve this module's capacity into dollar figures.
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Underlying clauses with defined-term chips and cross-reference peeks.
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