Distressed PE Investor, previously BB IB DM for partnerships! Page sponsored by: https://xitter.twitterapi.xyz/t.co/m0dUn8aOUy
Joined January 2021
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> You are David Nemecek, you are the lawyer the most aggressive distressed hedge funds fear
> You get your law school degree from Harvard Law, obviously
> You work at Cravath, Gibson, Skadden, and then the leading law firm recruits you
> You become a Partner at Kirkland & Ellis nine years after law school
> Over the next 15 years, you absolutely kill it. You work on literally every innovative LME. You are the LME market.
> Legends start about you. Associates bring you the docs, you examine them and find chink after chink in the armor
> The Financial Times calls you the "most powerful adviser to distressed companies"
> In 2026, Simpson Thacher poaches you to become Head of Simpson Thacher’s Capital Structure Solutions for a reported $30mm figure
> You join. And you are not alone. Every major company (Xerox, Leslie’s, Springs Window) drops K&E and rehires you through STB. You are officially greater than Kirkland and Ellis.
> Xerox comes asking for help. They need cash, but assets are pledged and docs are closed.
> You find yet another chink in the docs. Subsidiary baskets are closed, but why should the recipient of the assets be a ‘Subsidiary’ at all? You design the JVCo dropdown.
> You pull it off; more will come, Pari Passu writes about you. Of course they do. You are Dave Nemecek.
NON-SUBSIDIARY DROPDOWN PRIMER | PUBLISHED
This week, we are passing the pen from our financial analyst to our legal analyst to put the Xerox transaction structure under the microscope to understand how the Non-Subsidiary Joint Venture works, and where it sits alongside other landmark dropdown transactions.
We do this by looking at the history of both asset dropdowns and non-subsidiary LMEs (yes, Xerox was not the first, actually!), before running through a simple hypothetical transaction to demonstrate how the Xerox-style non-subsidiary dropdown works step-by-step and its use case: to get around popular asset dropdown blockers.
From there, this write-up takes an analytical and critical turn.
We think there are some features of the non-subsidiary dropdown that everyone is missing.
So we want to bring them to your attention and contribute to the wider discussion around these transactions. Our first claim is that it is too narrow to equate non-subsidiaries with minority-owned joint venture corporations. If we start from first principles, we can see that a joint venture corporation is a means to accomplish a non-subsidiary dropdown, but it is conceivable that there are other ways to achieve this.
Next, we claim that it is worthwhile to explore other options, as joint venture corporations do come with significant legal disadvantages for the borrower. In light of these disadvantages, we propose two alternative non-subsidiary structures, using US and UK law, that a borrower can use to avoid giving the incumbent lender majority voting power / an equity position in the entity with the valuable assets.
We then conclude with some thoughts on recent market developments and how to think about Xerox Blockers given what we’ve learned today.
We are incredibly excited to bring this analysis to you! Read below
Costco already treats their employees incredibly well.
They have a great 401K match program, annual bonuses, good wages, strong benefits.
But yet still some employees don't think its enough and get mad at the company paying a dividend.
I think what this post really shows is the lack of financial literacy in this country. The point of Costco, and any corporation, is to maximize value for their shareholders, not pay their employees way above the fair value for their labor (Costco already does pay above fair value).
On top of that, this guy sees institutions like Blackrock on their cap table and doesn't understand that those institutions own them mostly on behalf of retail investors.
Ignorance
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One of the benefits of Private Credit is the flexibility offered to borrowers.
One element of that flexibility is the ability to support Delayed Draw Term Loans (DDTLs).
DDTLs allow borrowers to receive committed capital from lenders without actually receiving it (and thus, avoid paying interest) until they need the capital.
Primer below:
No dude. There isn't a Chinese spy infiltrating your undifferentiated middle market PE firm to learn about the LBOs and DCFs you create
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Yes right here I have a question
Why do you think people should pay more beyond the cap when their benefit is also capped?
This quoted post is unavailable.
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UnstructuredCap retweeted
BREAKING: NVIDIA’s CEO is stepping down. We ran the numbers for you.
Free Excel model + deck below 🧵
(Oh and btw, @EndexAI works across all of Microsoft Office now)
What do you mean my thinkpad shitbox can't dock to my 3 monitor setup and run 4 Excel sheets plugged into Claude, 2 PowerPoints, and Chrome open with 63 tabs?
A lot of my friends in finance roles, especially when they were junior, had the crappiest laptops imaginable. These things would struggle to simultaneously run large excel notebooks and a browser tab.
Now, I’m sure the tech has improved since then, but you know what else has increased? The memory and CPU needs of other things on your laptop, especially AI.
Run your agent locally? It’s competing with the rest of your machine. Run it on the cloud and that space is suddenly freed up AND it still runs if you step away/close your laptop.
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Wonder what its like in the AMD offices right now?
Some insane happy hour celebrations inbound for sure
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Jensen Huang talking about succession to the CEO position weeks before his resignation: “I’m really hoping that the next CEO of the company is already at the company.”
“You have to have high standards and expectations.”
“I don’t hope the job on [my daughter], and the reason for that is because if that’s their aspiration, they have to go earn it. It’s really hard work and it takes a lot of sacrifice.
“When you’re CEO of a company, you have to focus on, of course your family, but I’ve got a whole bunch of other families I’m caring for.”
“20 years from now, I hope I stay healthy, I hope I continue to earn my keep, but so long as I can do that, 20 years from now, I hope they’re already here, but they have to earn it.”
“Just as I can be fired, the next CEO has to be hired. And I like it that way.”
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Claude, pull the financials from EDGAR
Chat, put them into the model
Good, now Claude make the assumptions
Chat, send it to my MD
I’ve noticed 2 key challenges people face with AI agents:
1. Agents need to use computers, which is slow and expensive.
2. It's very helpful to have that computer be in the cloud, which is challenging to set up.
With this, you’re able to give your agent its own computer in the cloud and let your agents collaborate. That means you can have Claude start a task, hand it over to ChatGPT, and have Gemini close it out for you, all with your laptop closed since the shared computer is in the cloud.
If you’re a junior investment professional dependent on heavy AI use, every minute you don’t have to spend at your computer is another one you can spend enjoying your life.
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Down another 8% today...
As one of the people who bought the NVDA dip, in hindsight it was so unbelievably stupid.
Obviously there were going to be more affairs that came out, it was only a matter of time. Sure, you couldn't have predicted that it would be an NVIDIA exec, but still.
Bad call on my end.
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As one of the people who bought the NVDA dip, in hindsight it was so unbelievably stupid.
Obviously there were going to be more affairs that came out, it was only a matter of time. Sure, you couldn't have predicted that it would be an NVIDIA exec, but still.
Bad call on my end.
Sure, some of you saw a chance of a Chinese honeypot in your models.
None of you considered that Jensen is simply a horny freak
JUST IN: Nvidia CEO Jensen Huang had another affair with an $NVDA executive, NYT reports.
Every AI startup for stocks is building an inference engine, and that’s the wrong approach. The hard part of investing was never researching a stock you already picked. It is finding the stock in the first place.
How do you prompt Claude to find the best investment in a universe of 5k+ names? Even for a single stock, the answer only gets good around prompt 20, after you have fed it the context yourself and asked “have you checked X?” ten times.
What if all the questions were already answered and all the answers were already there? These guys went ahead and did that for 4k stocks and put that into a database for everyone to use.
My hunch is that this is what the future of AI is going to look like. Not another chatbot, but pre-computed inference that surfaces what’s most important.
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Mr. President, a second Jensen Huang affair has been revealed
JUST IN: Nvidia CEO Jensen Huang had another affair with an $NVDA executive, NYT reports.