When does an AI lab’s secured revolver become unsecured, and what protects the lenders after that?
Anthropic’s revolver is guaranteed and secured until it gets an investment grade rating from at least two of S&P, Moody’s and Fitch and chooses to trigger the release by notice. After release, the restrictions on other debt largely fall away, but priority debt is capped at the greater of $2.5bn and 15% of total assets. A subsidiary may not be designated unrestricted if it owns material intellectual property, and after release only non-wholly owned subsidiaries may be designated, and only with liquidity of at least $8bn. For counterparties: an investment grade lab will move from secured bank debt to a looser regime, so take credit support while the rating is still a target.
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What the filed contracts say
Contract
What the filed wording says
Anthropic $15bn revolver
Guarantees and security are released once the lab is rated investment grade by two of S&P, Moody’s and Fitch and gives notice.
Anthropic $15bn revolver
After release, other debt is allowed without a basket.
Anthropic $15bn revolver
Priority debt is then capped at the greater of $2.5bn and 15% of total assets.
Anthropic $15bn revolver
A subsidiary owning material intellectual property cannot be designated unrestricted.
Anthropic $15bn revolver
After release, only non-wholly owned subsidiaries may be designated unrestricted, with liquidity of at least $8bn.
The filed wording
“Guarantee and Collateral Release Date” shall mean the first day on which the Borrower (i) has obtained a Debt Rating that is an Investment Grade Rating from at least two of S&P, Moody’s and Fitch, (ii) is in compliance, on a Pro Forma Basis, with the last paragraph of Section 6.01 and (iii) shall have provided the Administrative Agent written notice that it wishes to trigger the occurrence of the Guarantee and Collateral Release Date (it being understood that absent any such written notice by the Borrower, the Guarantee and Collateral Release Date shall not occur).
Anthropic amended and restated revolving credit agreement ($15bn), with its compute financing carve-outs, section 1.01, “Guarantee and Collateral Release Date” · Anthropic S-1, Exhibit 10.10
Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
InfraCompute Weekly
The week in compute finance, read from the filings.
Deals, terms and the clauses behind them, for the people financing data centres, GPU clouds and the power behind them. By Randeep Bubbra.
