Hi all,
I posted this on a different sub a few days ago but it got deleted. Wrong sub I guess. I know it's not exactly a legal question but it does deal with data protection issues so I was hoping someone here could offer advise.
I try to be protective of my information wherever possible.
I have lived in my rented house for approx ten years now. Today I received an email from the agency saying:
"Good morning, The Landlord has to provide details of his tenants together with their National Insurance Nos. to complete his tax return for the financial year. Please can you email me your National Insurance No. in order that I can forward this to the Landlord. Many thanks for your help."
They have never needed this information before and I really don't see why they would need my NI number for the landlord to do HIS taxes.
Has there been a change in the law or something? Or has my landlord just not been paying tax for 10 years?
Basically asking if there is a legitimate reason for this request or not as it seems very odd to be asked this after 10 years renting the same place.

The first time i noticed this was in 9th grade. I had a long distance girlfriend, first one at that, whom i very much loved. We would spend some time together whenever we could, online of course. Despite both of us loving each other and showing it, i would be in doubt 50% of the time. There would be times where i felt incredibly happy even from gettint a text from her, and there would be times where she would pop up as a random thought in my head and i wouldn't be able to do anything else that day out of sadness and self-doubt. I would think that she didn't actually love me, didnt want to be with me, etc. I never expressed my doubts to her, thinking it would make her fall out of love with me. Eventually, that relationship ended.
I found myself having moments like this from time to time. Whenever i liked someone, their existence would make me have butterflies in my belly. And sometimes, the sad thoughts of them not liking me back flooded my mind. Them dating other people, despising me, and similar scenarios. I started to become overly attached to people, or maybe I always was. I had a rough childhood. I was bullied for no reason in middle school for 2 years, and after that i was never the same. I never had high self esteem or anything. My social skills were through the floor, even now it's similar.
Ever since 9th grade, I have been getting worse. Having a crush on someone is like being in a boat while shifting through 4 seasons rapidly. Sometimes just thinking about them fills me with energy; sometimes it makes me want to go back to sleep to live in my dreams for weeks. I can't stop it. I don't know what's causing it. Sometimes i feel like im just exaggerating, that its a normal thing.
Just yesterday I called someone i had mixed feelings for to ask if she could give me a tour of a university (we were classmates, she entered university last year; I couldn't get into the university of my choice so i decided to study for it another year). She was happy to hear from me and we chatted a little bit. I went to sleep very peacefully that night. I messaged her again today, asking about wheh we were gonna meet. She said she would call me when she was free and I waited. The happiness I had in the morning slowly started to fade away as thought flood in. I had mixed feelings for her ever since I knew her; she is a sweet person, with a funny and charming personality. I feel like I have feelings for her but I'm not sure. Seeing her smile and hear her laugh makes me happy. I used to daydream about her. But I haven't felt any strong feelings like I had in the past. Anyway, after waiting for her call, I started to feel worse and worse. The sweet thoughts about her were replaced by self doubts. "Hahaha, she would never ever like you" "You are not the only person who makes her laugh" "She probably doesnt even want to see you". Eventually, she called me, probably 30 mins after the text. She told me she was outside and might have to hang up. I said that it was fine and we started to talk about the other stuff. I didn't feel anything while talking with her, unlike before. I cut the conversation short after sorting out the details and we hung up.
I'm resting in my bed for 2 hours now, not feeling like doing anything. Just listening to sad music while searching for an answer. What is this? Why do I feel this crippling sadness whenever I like someone? For one moment, I have butterflies in my stomach thinking about her, the other moment i feel like i should cancel plans just to avoid her. Is this normal?

hi. i’ve never made a reddit post before, i usually only use this to read reddit stories i see on tiktok. BUT i’ve been having an issue with my best friend for quite a few months now. whenever we make plans to hang out, she always cancels last minute. it doesn’t matter how far in advance we make the plans, she always always ALWAYS ends up cancelling. at first it was understandable, schedules don’t match or something comes up, it’s whatever! we’ll just hang another time! but now it’s getting to the point where i just can’t trust her to follow through anymore. she hasn’t always been like this, which is why it’s particularly frustrating. this has only come up within the last year or so. i have tried my best to be patient and understanding, but it’s starting to hurt my feelings. especially since there have been a few weekends where we’ve had plans for a sleepover, but then she cancels last minute and ends up hanging out with her other friends. my family on the other hand has had enough of her shit (this, and the various other issues i have with her). they are past the point of patient and understanding and are pushing me to confront her about her lack of respect in our friendship. however, i’m someone who has always feared confrontation. i’m a total doormat. i’ve been trying to work on it and stand up for myself and i’ve come a long way! but the idea of confronting HER is still beyond terrifying to me. i’ve tried it before, after our first solo trip together. she treated me like fucking garbage the whole trip because she “didn’t feel good” and when we returned i began sobbing and trying to talk to her about it with the support of my roommate, but she just kept saying “k. yup. ok.” and just walked out. it felt like she didn’t even give a shit. she came over the next day sobbing and apologizing, but not before calling all her family members to make sure she was actually in the wrong before apologizing. i just don’t know what to do anymore. we’ve been best friends almost our whole lives, she was all i had for so many years, and i’m starting to feel her slip away. i just don’t know how to confront her without having her walk out again. i can’t trust her.

Quick question for you all, I canceled my Crunchyroll subscription ($7.99) like a day or two ago just to see if it would fix a problem I was having with my phone, but it didn’t. So I went back and renewed it. However, before I renewed it, my subscription was still good till the 29th of this month. I checked my bank statements and I had a charge under “Apple park way cupertino for $8.65” so my question is would they charge me twice even if my subscription is still valid till the 29th? And why is it under Apple Park way cupertino/Apple bill pay, and not Crunchyroll?

Hello Scholars
While browsing Reddit, you may have heard that many subreddits will be going "dark" (changing the sub to private, meaning no one can view the sub except moderators and approved users) from June 12th onwards. You may be sick of seeing it.
Or this may be the first time you're hearing about it.
On May 31, Reddit announced that they will start charging for access to their API services, effective 1 July.
One of the most critical changes to the API is that it is moving from a free model to a paid model, resulting in expenses that developers of 3rd party apps simply cannot afford. To put the price change into context, Apollo, a popular third party app for Reddit, is looking at a cost of $20 million per year to continue operating.
Details of the changes can be found on this announcement post by Reddit.
The initial response on modcoord listing all concerns with this change in detail:
https://www.reddit.com/ModCoord/comments/13xh1e7/an_open_letter_on_the_state_of_affairs_regarding

The official Reddit app is inaccessible and not designed to accommodate users with visual impairments

These changes alienates the vision-impaired community, who rely on screen-reading, text enlargement, and captioning apps that depend upon API access in order to function.
Without these apps, vision-impaired users will be unable to use Reddit
​

If you use a 3rd party app to browse Reddit

You will be forced to use the official Reddit app or new reddit to browse, because...
Apollo will shut down on June 30th
Reddit is Fun (RiF) will shut down on June 30th
Sync will shut down on June 30th
Relay will shut down on June 30th
ReddPlanet will shut down on June 30th
Narwhal is trying to stay alive
​

Your Reddit experience is going to get worse

These API changes will result in subs becoming significantly less efficient to moderate and overall worse moderation.
Many moderators utilize a combination of manual moderation and 3rd party tools and bots to detect and remove these content early so that you don't see them on our sub.
Many moderators rely on 3rd party apps, tools and bots to moderate their subs because the tools offered by Reddit to moderate is rubbish.
These 3rd party apps and tools offer superior mod tools, customization, streamlined interfaces, and other quality of life improvements that is not available on Reddit itself.
Once we no longer have access to these tools, all moderators will have to be forced to utilize the official Reddit app which is slow, buggy and offers minimal functions to keep subreddits safe and running.

As a result, you are most likely to see spam and explicit content on the sub, slower response times in dealing with content that breaks our sub rules, and slower response times to approve your post or comment in the mod queue. These combinations will result in overall negative experience for both users and moderators.

Reddit has been telling that they are making improvements to mod tools, however as this post from the mods at AskHistorians, they don't have a good track record of keeping promises.
Reddit is a company and they need to generate revenue to run the website in order to pay their costs. This is completely understandable. If they want to charge access to use their API, this is also completely understandable.
However, by effectively killing 3rd party apps/tools/bots and removing the only way to provide disability access for the visually impaired, without providing any form of alternative mod support and no intention of improving their own apps within a 30 day notice is a very short sighted decision.
​

So what are we doing?

As moderators, we share the same frustrations of many other communities across Reddit regarding the changes.
After much discussions on how we can show our support, we decided on the following:
Starting June 12th* to June 14th*, the sub will be set to restricted mode; this means no new posts are allowed on AlHaithamMains, AlHaithamMainsE and AlHaithamArtifacts. We are considering further decisions should the situation change. We will communicate if we do so.
*This timing may vary for you due to timezone differences
We know that this will be an inconvenience to some, however we also want to inform you to provide a bit more understanding why so many subreddits, including big subreddits like aww, gaming, AskHistorians and explainlikeimfive are protesting against this change, and why this change will affect all users, even if you think that it will not affect you (for now).
​

What can you do to support

Now that you learn a bit more information, if you want to support this cause we encourage the following:
Complain. Message the Admins of reddit.com, message reddit: submit a support request: comment in relevant threads on reddit, such as this one. Let them know that these changes are short-sighted and will degrade your Reddit experience.
Stay off Reddit entirely on June 12th through at least the 14th (maybe even longer) - instead, take to your favorite non-Reddit platform of choice and make some noise in support! Take this time to take a break from social media: go out and enjoy the sun.
Enjoy this Alhaitham bingo from adepti_ing
If you have Reddit premium, cancel the membership
Do not buy Reddit coins - instead, use your money to donate to a local charity or use that to buy something nice for yourself.
But don't forget: Don't be a jerk. As frustrating as this is, being toxic or aggressive is not the way to go. Remember the human on the other side of the screen.
Finally, please do not send any hate to mods of other subreddits if they do not want to keep their subreddits private or restricted during this time.
​

TL;DR:

• 13 minute video Summary
• What is an API and how developers use it
• Impact on blind subreddit and accessibility
• AskHistorians and uncertainty surrounding the future of API access

Note: If this post is removed for whatever reason, it was none of the mod's doing!

Hello Scholars
While browsing Reddit, you may have heard that many subreddits will be going "dark" (changing the sub to private, meaning no one can view the sub except moderators and approved users) from June 12th onwards. You may be sick of seeing it.
Or this may be the first time you're hearing about it.
​
On May 31, Reddit announced that they will start charging for access to their API services, effective 1 July.
One of the most critical changes to the API is that it is moving from a free model to a paid model, resulting in expenses that developers of 3rd party apps simply cannot afford. To put the price change into context, Apollo, a popular third party app for Reddit, is looking at a cost of $20 million per year to continue operating.
Details of the changes can be found on this announcement post by Reddit.
The initial response on modcoord listing all concerns with this change in detail:
https://www.reddit.com/ModCoord/comments/13xh1e7/an_open_letter_on_the_state_of_affairs_regarding

The official Reddit app is inaccessible and not designed to accommodate users with visual impairments

These changes alienates the vision-impaired community, who rely on screen-reading, text enlargement, and captioning apps that depend upon API access in order to function.
Without these apps, vision-impaired users will be unable to use Reddit
​

If you use a 3rd party app to browse Reddit

You will be forced to use the official Reddit app or new reddit to browse, because...
Apollo will shut down on June 30th
Reddit is Fun (RiF) will shut down on June 30th
Sync will shut down on June 30th
Relay will shut down on June 30th
ReddPlanet will shut down on June 30th
Narwhal is trying to stay alive
​
​

Your Reddit experience is going to get worse

These API changes will result in subs becoming significantly less efficient to moderate and overall worse moderation.
Other social media websites like Facebook spends a fortune (including hiring staff) in order to keep their channels safe.
Reddit's business model thrives on user created content and primarily rely on Moderators (we are volunteers and not paid) to set up and moderate their respectively subs.
In addition to creating a safe and inclusive sub for everyone and moderate sub rules, there is also another important role that we do which no one talks about.
To detect inappropriate content early and remove them as soon as possible.
There are plenty of spambots and unsolicited content going around. Reddit is no exception.
Moderators are primarily responsible for this.
Which is why many moderators (including myself) utilize a combination of manual moderation and 3rd party tools and bots to detect and remove these content early so that you don't see them on our sub.

Many moderators rely on 3rd party apps, tools and bots to moderate their subs because the tools offered by Reddit to moderate is rubbish.

These 3rd party apps and tools offer superior mod tools, customization, streamlined interfaces, and other quality of life improvements that is not available on Reddit itself.
Once we no longer have access to these tools, all moderators will have to be forced to utilize the official Reddit app which is slow, buggy and offers minimal functions to keep subreddits safe and running.

As a result, you are most likely to see spam and explicit content on the sub, slower response times in dealing with content that breaks our sub rules, and slower response times to approve your post or comment in the mod queue. These combinations will result in overall negative experience for both users and moderators.

Reddit has been telling that they are making improvements to mod tools, however as this post from the mods at AskHistorians, they don't have a good track record of keeping promises.
Reddit is a company and they need to generate revenue to run the website in order to pay their costs. This is completely understandable. If they want to charge access to use their API, this is also completely understandable.
However, by effectively killing 3rd party apps/tools/bots and removing the only way to provide disability access for the visually impaired, without providing any form of alternative mod support and no intention of improving their own apps within a 30 day notice is a very short sighted decision.
​

So what are we doing?

As moderators, we share the same frustrations of many other communities across Reddit regarding the changes.
After much discussions on how we can show our support, we decided on the following:
Starting June 12th* to June 14th*, the sub will be set to restricted mode; this means no new posts are allowed on AlHaithamMains, AlHaithamMainsE and AlHaithamArtifacts. We are considering further decisions should the situation change. We will communicate if we do so.
^\This timing may vary for you due to timezone differences)
We know that this will be an inconvenience to some, however we also want to inform you to provide a bit more understanding why so many subreddits, including big subreddits like aww, gaming, AskHistorians and explainlikeimfive are protesting against this change, and why this change will affect all users, even if you think that it will not affect you (for now).
​

Why isn't this sub going dark?

While the team unanimously agreed that we want to "go dark" because of the negative impact to moderation as a whole, we also have to consider from a member's perspective.
Alhaitham's banner starts on June 13th
We are expecting higher traffic than usual from current and future members who are looking to build Alhaitham and share their excitement and unholy amounts of thirst for him.
If we set the sub to private, this means that no one can view our sub, including our Alhaitham FAQ which is a very useful guide to help everyone on how to build him. (Do not ask me how long it took to compile the FAQ)
However, setting our sub to restricted will still disrupt our usual operations since no one can post. We believe that restricting the subreddit in this manner seems the best way to commit to our sub while standing in solidarity with other groups on Reddit.
What is going to happen after June 14th? No one knows. Based on the latest update, I would say that more protests will highly likely take place after the 14th.
​

What can you do to support

Now that you learn a bit more information, if you want to support this cause we encourage the following:
Complain. Message the Admins of reddit.com, message reddit: submit a support request: comment in relevant threads on reddit, such as this one. Let them know that these changes are short-sighted and will degrade your Reddit experience.
Stay off Reddit entirely on June 12th through at least the 14th (maybe even longer) - instead, take to your favorite non-Reddit platform of choice and make some noise in support! Take this time to take a break from social media: go out and enjoy the sun.
Enjoy this Alhaitham bingo from adepti_ing
If you have Reddit premium, cancel the membership
Do not buy Reddit coins - instead, use your money to donate to a local charity or use that to buy something nice for yourself.
But don't forget: Don't be a jerk. As frustrating as this is, being toxic or aggressive is not the way to go. Remember the human on the other side of the screen.
Finally, please do not send any hate to mods of other subreddits if they do not want to keep their subreddits private or restricted during this time.
​

TL;DR:

• 13 minute video Summary
• What is an API and how developers use it
• Impact on blind subreddit and accessibility
• AskHistorians and uncertainty surrounding the future of API access

Note: If this post is removed, it was not the doing of the AlHaithamMainsE mod team.

A long one, so grab a drink or something. I'm definitely on the road to maturing after this one, and definitely picky about who I give my energy and time.
After 11 years, I (late 20's) was blocked by my "best" friend--"Lucy" (F, early 30's, single, childfree, a theater kid). My borderline personality disorder and her being my "BPD favorite person" made this friendship toxic, and sadly the reason I stayed so long. I tried to be as great of a friend as I could, but she would seem aloof, so I would give her more attention--then when I gave up and pulled away, she would appear to give me more attention, even asking me if I was mad at her when I wasn't. I know I played a part in it too--sometimes when I'm hurt I can get really sarcastic and shut down for a few weeks, and through my teens and mid-20's I battled with depression and anxiety. We met at church when her parents moved to lead the church I used to attend. The beginning of our friendship formed on hating where we live, and unfortunately I was a chronic complainer for the first 4ish years (I was only a senior in high school and she just graduated college, with a 4-year age gap). I did not know I had BPD until this past December.
BACKGROUND: She's an evangelical pastor's kid who moved states quite a bit: struggled with anxiety, depression, and avoidance, but also wildly entertaining when she was in a good headspace. From the start she would often change plans at the last minute to help her family at that convenient time, or she felt sick. I usually had to reschedule. A few times she forgot about me and would leave me waiting for 30 minutes, even after reminders, then have to cancel. The times she did make it, she was typically late. I understand depression and anxiety causes people to withdraw--I struggle with it as well--but it never seemed like my help was ever helpful when I tried to give it.
In 2020 I tried to behave less intensely and eased off a bit. When she got Covid, I made her soup from scratch and delivered it with a few containers of tea. I noticed during the years she would "get deeper in her faith" or the months I would communicate less, she would try to pull me back in and try to kick up the friendship again. She seemed to care more when celebrities or Youtubers passed away than actually hurting the feelings people she knew personally, but I guess that comes with detachment.
May 2022, she moved back to the Midwest so her family could be at the church there and she could get into theater. I cooked dinner for her the week before she left. She did FaceTime me a month later (on her own, for the first time!) to show me her house, but didn't warn me, and it was while I was having lunch with a coworker. We didn't text again until Thanksgiving, but it was brief.
On December 2022, I discovered that I have Borderline Personality Disorder after my meltdowns with others were getting frequent. I got a diagnosis and going through therapy. I never really poured my heart out to Lucy as much as I reached adulthood because she was always pretty detached, but I felt like she should know why I used to be so clingy with her and aloof the next. I was actively starting to research ways to remedy it. Her response--"That's great! Something we can work towards praying about." I was put off by the generic response, so I said "I guess that's all we can do." Silence for a while, which was normal--I could count on my hands the times she initiated any text.
End of March was her birthday, so I sent her a text. No response. Sent her a birthday video, a bit drunk since I got upset over seeing my ex flaunting a new relationship through a mutual (my mistake). She left me on read for a few days while liking posts on Instagram, so I sent her a text apologizing for clearly not being the friend she needed or wanted. She blocked my number. A few days later I insisted and asked her on Instagram if our friendship meant anything, or if we were only friends because I had something to offer. She blocked me on Instagram and Facebook. So there was my answer--without explanation.
I cried over it for about three days, could not sleep, and luckily had a session with my therapist on the third day. He asked me if I felt I needed to beg for my friendships. I told him I shouldn't have to. We talked about it and worked on releasing the hurt and anger by talking myself through it.
Today I realized she unfollowed but didn't block my art account. Still spiteful, I did the stupid thing and told her she should get a trophy for her acting skills of convincing me our friendship mattered. I told her she could have been a proper friend and actually said something before blocking me. Told her off for being so dismissive when I was just expressing my feelings, and yes...I did block her on that account. If she did it the first time, she would do it again.
Maybe there could have been hope. Perhaps she was waiting until she felt she could talk to me, and perhaps I could have been less emotional and direct. Maybe I should have called her, and I shouldn't have been so petty with having the last say and final block. Knowing her personality and her level of maturity--the ability to handle uncomfortable situations--I highly doubt she will. If she does, well she can unblock my number and text me. If she's such a Christian, she can learn to forgive and talk it through like an actual goddamn friend. For now, I will focus on the people around me who actually reciprocate my friendship, keep me grounded, and are helping me to heal.
TL://DR: "BFF" of 11 years blocked me on all formats because she couldn't handle me confronting our friendship after she moved. I tolerated years of this goddamn codependent relationship. It seems like my therapy is half-working, seeing as although I'm still mad, I still do care for her and miss her--I don't hate her like others I started seeing as "villains" because of BPD. At the same time, just...no thank you. Sometimes I wish I never carried on with it for so long.
Edit: This isn't the first thing something like this happened to her. About 5 years ago she posted anti-trans agenda on her facebook and her LGBTQ+ friends/allies lashed back. Probably worse than I did. She was really broken up about it...crying about it during a testimony she gave at church, saying they all blocked her and she apparently lost her friends. Yet, she turned around and did the exact same to someone who she hurt repeatedly. We all cared about her. She's just self-centered.

For context, me and my boyfriend have been together for over a year, we are medium distance but we would see each other every 1/2 weeks. He has broken up with me two times which is key to this story.
In April, My boyfriend broke up with me because he wanted to work on himself. He had previously done this in February too but said he wanted to get back together. My Mom was not happy about me getting back together with him that time because she didn’t want my heart to be broken again. Then in April, He broke up with me again for reasons of wanting to work on himself. I was absolutely heartbroken again and my Mom was livid because It was before important exams.
In late April, he contacted me wanting to get back together again. I was a bit concerned but I really do love him and I wanted to give him another chance because he genuinely lights up my world.
Prior to us getting back together I had organised a post exam party with my friends and they have all booked off work and made sure they are available and my friends who live far away have even went out of their way to ensure they can come. Unfortunately, this just happens to be the day before my boyfriends birthday. Since we are long distance, I have to get a 4 hour train in order to see him. I told him on the day of his Birthday, i’d come early but I’d have to leave around noon the next day because I have work the day after. I told him this quite a while ago and had thought he had known this.
Yesterday, When I mentioned this again he got really mad at me and said he wanted me to come the day before and couldn’t believe I had planned this around his birthday. But I have had it planned for two months, before we were back together. I told him that day is genuinely the only day I could’ve done it and my friends had already booked work off and ensured they could come so I can’t reorganise it.
He said he’s done so much for me in order to come see me and insinuated that I’ve done nothing which is just not true. I risked my relationship with my Mom just to be with him because my Mom dislikes him and said she’d never speak to me if she found out we got back together. I have also risked my relationships with my friends to be with him so I don’t know why he is making me feel like I have done nothing.
I understand why he is upset but I genuinely would feel so awful cancelling the party after all my friends have went out of their way for me. I was also really looking forward to it after my stressful exams. He’s making me feel really bad and is guilting me by saying “If you want to pick your friends over me again that’s fine.” For context, I have always chosen him over my friends so i don’t understand why he is saying “again.”
I am still going to his birthday but I think he just wants a longer amount of time with me and that’s completely understandable but these circumstances have made it really difficult. I told him i’m going to try move the party and hopefully it works.

Almost every film released in the last two decades has been, to some degree, subjected to teal/orange colour grading, wherein these two colours are unnaturally dominant and obnoxiously vibrant. This subdues and cancels out other colours. Greens always have too much yellow in them, vegetation appears to be dying, skin tones appear jaundiced, and a toxic blue hue appears wherever there are shadows or low light. I first noticed the colour grading phenomenon in Harry Potter and the Prisoner of Azkaban in 2004, which is plagued by an abundance of teal and selective desaturation. Since then, things have only gotten worse, with countless muted, tinted, and washed-out movies and TV shows having been produced. The earliest complaints about colour grading first appeared on internet message boards in 2008, yet it has continued to the present and shows no signs of abating. In the late 2000s, the equally awful desaturation trend was unleashed, which has also continued to the present.
After half a century of enjoying luscious colour films without complaint, we suddenly found ourselves limited to teal/orange on the one hand, or a world greyed-out and drained of colour on the other. Unfortunately, there is now a generation who have grown up with this and have become acclimatised to it over the last 20 years. Naturally saturated colours are bizarre to them, because their palette has been artificially restricted for so long. I suspect these dull, desaturated hues are used to inculcate a depressive passivity in the audience, via what is essentially a form of sensory deprivation. It bears all the hallmarks of an insidious social experiment, much like those the Soviets used to conduct. With relentless exposure, the abnormal eventually becomes normal. It is an exercise in psychological abuse. Qualitatively, these trends are unpleasant, yet they have been pushed with a zeal that borders on cultish. We prefer colours the way they naturally are, because that is the default, and it is not incumbent upon us to justify normality. It is upon those who would deviate from it.
When I investigated the supposed “science” behind the teal/orange colour theory, I was shocked by how poorly reasoned it was. It begins with the claim that because teal and orange are on opposite sides of the colour wheel, they are complimentary. While they do create contrast, being cool and warm respectively, I cannot say they look good together, especially not when applied to people and their surrounding environment. Garish and nauseating, it evokes the fluorescent lighting of a dingy bar or nightclub. Why would anyone want to reduce the colour palette of our visual experience to two colours? In reality, humans are not orange. In reality, shadows and highlights are not teal. We don't see the world in monochrome, and thank heavens we don't. It would be incredibly depressing if we did. So why has the Heinz aesthetic, as I call it, set the standard for colourists around the world? It is claimed that it helps characters stand out from their surroundings, but who in their right mind believes we need people and their surroundings to be colour coded so we can tell them apart?
Another absurd claim is that colour grading creates atmosphere and enhances the story. This is patently false. The careers of Hitchcock, Kubrick, Spielberg, and innumerable others predate colour grading, and they never needed it to create their masterpieces. Colour grading is a gimmick used by talentless hacks to compensate for bad screenwriting, bad directing, and bad acting. It did not exist before the mid-2000s, yet its advocates talk about it as if it were a staff of life. I would be willing to listen to the so-called experts, but seeing as they have so thoroughly bought into the colour grading lunacy, I have no respect for them. It is very much an “emperor's new clothes” phenomenon. I have avoided going to the movies since 2007, when I couldn't stand the ugly colours any longer. 15 years later, it still hasn't run out of steam. It is clear to me that we are dealing with ideologues. Anyone who desires to see everything in two-tone can indulge this mania in their own home with an interior decorator. It should not be forced upon the rest of us, which it has been, since we were never consulted. It has been accomplished in a clandestine fashion, and the perpetrators are utterly unaccountable.
Harry Potter is an example of a franchise that was ruined by both teal/orange and desaturation. Only the first two films looked normal, but they were retroactively given a desaturated grade on the 4K blu-rays to match the drab palette of the later films. Apparently it's not enough for Hollywood that every new movie looks awful. They have to go back and desecrate the past, to erase any evidence that there was once a time of normality. Those who have been made aware of the colour grading phenomenon confess that something about the newer films they were watching didn't seem right, but they weren't sure what it was. Initially shocked by their own obliviousness to such an obvious visual aberration, they inevitably come to regret their newfound awareness, because they now notice it everywhere. While it can vary in the intensity of its application, the effect is always the same. It's an assault on the senses that has been waged relentlessly.
I will conclude by saying that the postmodern tactic of invoking subjectivity to derail any truth claim has become increasingly threadbare, and I for one am sick to death of it. I can talk at length about valence and metaphysical properties, but I would prefer that this not descend into a deep philosophical discussion. I dread the debates that this inevitably stirs up, since I know it cannot be empirically verified that certain colours look good together and others do not. It can only be reasoned, because we're talking about metaphysics. Common sense is therefore at a disadvantage, and social engineers relish this. Should we be forced to eat excrement just because we can't prove it tastes vile? Insufferable postmodern “intellectuals” seem to think so.

I previously posted here,
Previous Post Summary: After receiving two "product transfer offer letters" over seperate months (Feb and June) for a 5 year fixed with different rates (despite not reapplying or even going near the mortgage company/advisor) and wondered if it was normal.
Many of the comments guessed the lender "Halifax" and suggested that the broker had messed up.
From the moment I asked the broker what was going on they seem to have tried to minimise the impact of the rate change, some quotes below from our back and forth.
They've now offered to refund the fee I paid (although they will still happily pocket the £1,500 from Halifax), to me this doesn't feel good enough and I think I have a decent complaint and reason to be made whole just wondered if that's the case? or if I should take the fee refund and run.
My complaint would largely revolve around

1. The minimisation of the issue
2. The lack of ownership (my bet is they know they've stuffed up hence the minimisation)
3. That if they have messed up, I paid for a service that I expect to be done competently

I'm also minded to wait until the new rate starts before complaining just to reduce the chance of someone trying to take the rate away because I've complained. Is this a smart thing to do?
---
Also just to see if anyone disagrees with how I see it. Here's key extracts of the emails I've received over the last couple of days from the Advisor whilst dealing with this issue.
In response to me asking about the two conflicting letters (Feb being 4.03%, June being 4.08%).

I am not too sure what has happened the rate on the offer states 4.03%.
It would literally make about 5-6 pence difference PER month to be honest with you, if that as its only 0.05%? [note: not true, it makes £4.67 a month difference over 5 years thats ~£260]
Rates are around 4.70-5.00% with them at the moment so for such a small amount I wouldn’t advise challenging it.

In response to me asking them to contact Halifax as it isn't pennies a month

I have called Halifax and they have confirmed the new rate secured is 4.08%.There was a system error and once it picked up my request for the application the best rate on offer was 4.08%.

I then phoned Halifax direct and they suggested (but couldn't confirm) that someone cancelled the original offer and the application I now had was made in April. I phoned the advisors company direct and asked to speak to a manager (they wouldn't put me through).
However in response to me phoning got the below from my advisor.

I have called Halifax and escalated this to our business development manager to look into further as they are our most senior point of call for things like this.

Followed by

Halifax have come back to me re my request to honour the rate @ 4.03% and unfortunately they have refused.
There isn’t anything else I am able to do to escalate this further I am afraid and I can only apologise for the inconvenience caused.I can arrange for the £99 fee you paid to be refunded for you?

I thanked them for the offer, suggested I was going to raise a complaint and asked whom I will need to complain to (i.e whose to blame for this) before escalating to the relevant body if I'm not made whole. As they seem to be suggesting it was Halifax that cancelled it, whilst Halifax seem to be suggesting it was them.

I was advised the same thing by Halifax so if I cancelled it in error then I take full responsibility for it and again can only apologise as this was not done intentionally.
Halifax claim they have no records of system errors that day hence why they aren’t willing to do the honourable thing and honour the lower rate.
As per previous email *broker company* will be more than happy to refund the £99 so this reduces the difference you will pay over the term to £168.60.
Once again I express my apologies.

Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders
--
Four years ago I read an article in The Ken titled The making of a loan crisis at Byju’s. The gist of the story was that Byju’s was an edtech doing phenomenally well selling its digital courses to parents of young students. But these courses were expensive and these parents were poor. So it was also selling them loans to buy these courses. Only, without telling them. Parents would expect a course (which could be cancelled) but would end up with a loan (which couldn’t be cancelled).
Three days ago, Byju’s went to court in New York. Here’s the headline from TechCrunch: Byju’s sues ‘predatory’ lenders on $1.2B term loan, won’t make further payments.
Byju’s is a company that, arguably, made a business out of giving out predatory loans. Now it’s sued its own lenders and accused them of being predatory. I’m not saying that this is poetic justice but.. okay, scratch that. This is poetic justice! If Shakespeare were a finance writer this is the kind of stuff he would come up with.
Everyone wants to lend to Byju’s
In 2021, interest rates were low, loans were cheap. Tech startups were doing great, edtech startups were crushing it. Byju’s, not one to be left behind, had raised a lot of money but money was cheap so it also wanted to borrow. It wanted a $500 million loan from lenders in the US, which it wanted to use to acquire companies there. Instead, it ended up borrowing more than double—$1.2 billion—because lenders practically wanted to throw money at this overachieving edtech startup from India. [1]
The way a term loan such as this works is:

1. A company goes to an investment bank and asks for a loan
2. The bank syndicates this loan to investors, who become the lenders. Everyone comes together in a room and negotiates the specifics of the loan (which can be quite complex, as we’ll see)
3. The loan goes through and everyone’s happy. Presumably, the company likes its lenders, the lenders like the company
4. The original investors might sell the loans they own to other investors. The company’s only talking to an administrative agent representing the lenders, so over time it might not even know who its lenders are

In November 2021, prominent investment managers such as Blackstone, Fidelity and GIC had gone overboard to lend money to Byju’s. By September 2022, Byju’s lenders were desperately selling [2] their loans at a 36% discount on the principal. (Today, Byju’s debt is at a 20% discount, which is also bad.)
It’s likely that Blackstone, Fidelity and other of the OG lenders aren’t Byju’s’ lenders any more. They’ve almost certainly sold off their loans at a loss. Better get paid something than get paid nothing.
Dealers of the dead
If a company’s debt is being sold at a 36% discount, it’s because investors think that the company is unlikely to repay its loans. If you buy such a loan, you potentially stand to gain a lot—because of the discount—but well, you might also just lose everything.
If you’re a regular investment management company, like Blackstone, you don’t want to invest in such a loan. Your investors gave you this money to get predictable returns. If they wanted risk, they’d ask you to buy stocks. You don’t want to get into a fight with your borrower. If you feel they will not pay you back, you take a loss, sell the loans, move on.
If you’re a distressed debt investor, your entire business is to buy such distressed loans from regular investment managers like Blackstone. You’re going to get nasty borrowers who are unlikely to want to repay their loans but that’s okay. Because you’re nasty too. You spend less time on financial models, more in courts and around lawyers. You like to fight to get your money back. Sometimes you might lose, but the times you win, you win big. The wins cover your losses and some more.
Blackstone and the others sold Byju’s’ loans in desperation, and they were almost certainly bought by distressed debt investors. We don’t know who they are exactly, but Byju’s has indicated that one of them is Redwood Capital, a New York-based distressed debt investor.
If you’re a distressed debt investor, this is how it works:

1. You get a loan for super cheap
2. If the company repays its loan, great! You make a lot of money
3. But the company isn’t likely to repay, which is why you got the loan for cheap in the first place
4. So it’s in your best interest to not let the company die a slow death. Instead, you want to kill the company quick. You take the company to court ASAP and take all the money you’re owed while it’s still there

If the new investors waited, say, for a year, and took Byju’s to court after it had actually defaulted on its repayments—there might not be any money left! Byju’s may have given all the money to Lionel Messi or maybe laundered it away someplace the lenders wouldn’t find it. If you’re a distressed debt investor, you want to get Byju’s to court and get the court to force it to do whatever it takes to pay you back.
Last month, Byju’s’ new lenders sued Byju’s in the Delaware Court of Chancery [3]. We’ll get to the official reasons for this lawsuit in a bit, but what’s important is that Byju’s was not being sued because it defaulted on a payment. It hadn’t. It was being sued because the distressed debt investors expect it to default sooner or later, and they would prefer dealing with it sooner rather than later.
Lenders go for the kill
Usually, the finer details of corporate loans such as Byju’s’ aren’t public. But thanks to the multiple lawsuits we know quite a bit here.
The loan was made to Byju’s’ US entity and it was secured with guarantees from multiple Byju’s companies. From Byju’s’ lawsuit this week against its creditors (which I will get to), here are the guarantors:

1. Byju’s entities in India and Singapore
2. Byju’s’ US and Singapore acquisitions; companies including Oros, Epic, Great Learning, and Neuron
3. Whitehat India, Byju’s’ famous Indian acquisition

That’s a lot of companies guaranteeing a loan! Byju’s’ Indian entity is the parent of all the other guarantor companies, so having it as a guarantor should’ve been enough. I guess the rationale here was that it would be nice to have some non-Indian companies in the mix too, we do know how efficiently Indian courts work.
Apart from Byju’s the parent company itself, Whitehat was the only other Indian company guaranteeing this loan. The problem was that Whitehat itself, on paper, had negative net worth. It had probably taken loans of its own and did not have enough assets to cover them. In practice, this would be irrelevant, because Whitehat was owned by Byju’s and it would cover any of Whitehat’s liabilities. But, apparently, RBI regulations require Indian companies with negative net worth to take its approval before guaranteeing a loan. So even though Whitehat was a guarantor, the guarantee was meaningless until RBI granted its approval.
Yeah, well, RBI didn’t grant its approval. From the lawsuit:

Plaintiffs, Borrower, and Lenders had a call on or around October 6, 2022, to discuss the Whitehat Guarantee. In a good faith effort to negate any impact of the new regulations, Plaintiffs and the Borrower offered to move all assets out of Whitehat India into other subsidiaries of the Parent Guarantor that are Guarantors to the Credit Agreement, or are owned by Guarantors of the Credit Agreement. Lenders rejected this proposal without justification.

In October 2022, after Byju’s’ debt was already sold to the distressed debt investors, the company spoke to its lenders and informed them that it was unable to get RBI’s approval for Whitehat to be a guarantor. Instead, it offered to move Whitehat’s assets into other companies and then use those companies to guarantee the loan. Which would really have been the same thing. But the lenders refused! Why?!
Continuing from the lawsuit:

Lenders subsequently asserted that an event of default under Section 8.1(e) of the Credit Agreement (an “Event of Default”) had occurred due to the failure to procure the Whitehat Guarantee.

Oh, that’s why. Byju’s’ lenders—distressed debt investors that wanted Byju’s dead ASAP—used the fact that Whitehat couldn’t be a guarantor of this loan to claim a default and use it as a reason to take Byju’s to court in the US. Honestly, I’m impressed. The Whitehat guarantee was redundant to begin with, but the lenders had found an out and their official reason #1 to take Byju’s to court.
Oh, there’s another thing. In June 2022, The Ken reported that Byju’s’ financials for 2021 had been held up by its auditors because of certain, umm, creative accounting. By this time, Byju’s should have ideally filed even its 2022 financials. It was very late! From the lawsuit:

The FY’21 Audit was delivered to the Lenders on August 30, 2022. It did not contain a “going concern” qualification or any similar qualifications about the Parent Guarantor’s ability to continue into the future. However, the FY’22 Audit could not begin until the FY’21 Audit had been completed, and the Parent Guarantor’s business has continued to grow rapidly

Byju’s’ 2021 financials were held up because auditors weren’t giving the company their go ahead, so of course its 2022 financials were held up as well.

On or around August 29, 2022, Shearman & Sterling, LLP (“S&S”), counsel for GLAS, sent a letter to Byju’s Alpha and Think & Learn requesting certain financial disclosures from Plaintiffs and Borrower, and asserting that the failure to deliver this financial information was a breach of the Credit Agreement. ... Rather than actually suffering any damage from the delayed FY’22 audit, Lenders opportunistically used this unintentional and non-material delay to exert pressure on Plaintiffs and the Borrower to extract onerous economic concessions.

I love it! Byju’s’ financials were delayed. Its agreement with the original lenders said that the company must share its audited financials with them. Byju’s wasn’t able to do that. The lenders found their official reason #2 to take Byju’s to court.
Byju’s sets up an offence
Before the lenders sued Byju’s last month, Byju’s tried its best to negotiate a deal. It gave the lenders an assurance of the company’s financial health, gave them concessions worth “tens of millions of dollars” and requested (pleaded) to take back their claims of Byju’s defaulting.
The lenders refused. They asked for either the full principal back or two-thirds of it, with an increment of 7% (!!) in the interest rate. Byju’s, of course, said no.
At this point, Byju’s knew that the lenders weren’t going to negotiate realistically. So it prepared its own offence. From the lawsuit:

The Credit Agreement prohibits transfers or assignments of the Lenders’ interests in the Term Loans to “Disqualified Lenders.” The Credit Agreement includes in its definition of Disqualified Lender “[a]ny [] Person (including an Affiliate or Approved Fund of a Lender) whose primary activity is the trading or acquisition of distressed debt,” and “those banks, financial institutions and other Persons separately identified by name . . . on or before the syndication . . . (which may be updated . . . from time to time . . .)”

In its agreement with the original lenders, Byju’s had put in a clause restricting its loan from being transferred to distressed debt investors. This is a risky clause to agree with, because it’s only these folks that buy loans that turn sour, but the original lenders had gone with it.

On information and belief, the entire course of Lenders’, and Defendant’s, bad-faith conduct has been driven by these distressed-debt lenders, who were never meant to have been lenders in the first place, and who acted with the intent of causing harm to Borrower and Plaintiffs. Meanwhile, Borrowers and Plaintiffs were initially unaware that the lenders were in fact being controlled by distressed debt dealers, and were therefore unable to take action to prevent their bad-faith plan from being implemented.

In its lawsuit this week, the crux of Byju’s’ argument is based on the fact that its loan is owned by distressed debt investors who were not eligible to be owning its debt in the first place. Also interesting is that Byju’s doesn’t seem to know who these lenders are. In its post-lawsuit statement, Byju’s named Redwood as one of the lenders, but it’s not named anywhere in the lawsuit.
Now what?
If push comes to shove, does Byju’s have the cash to pay off its lenders?
Last month, Byju’s transferred $500 million out of its US entity. The lenders had filed their lawsuit and there was a chance the court would freeze Byju’s’ US entity’s assets, so this was a precautionary move. So Byju’s has this $500 million. But that seems about it. Byju’s has been in the news saying that it’s trying to raise $700 million to pay off its debt. Yeah, between the horrible edtech market and the colourful lawsuits Byju’s is in, good luck with getting investors to donate their money to Byju’s.
But of course, Byju’s is now suing its lenders too. It does have an agreement that says that its debt can’t be held by distressed debt investors. So it’s not a frivolous suit.
Can Byju’s win? Sure. It would still have to pay its debt eventually. And it’s not straightforward. There are probably tens or even hundreds of lenders. It’s apparent that the distressed debt investors are the guiding force behind the lenders’ lawsuit, but it’s definitely not necessary that they form the majority of the lenders. In which case, Byju’s’ whole lawsuit falls apart.
The lenders are saying Byju’s defaulted by not keeping its part of the agreement, even though it had technically paid its dues. [4] Byju’s is saying that the lenders shouldn’t be the lenders in the first place and must be disqualified. We’ll see who’s right.
Footnotes
[1] It was a 5-year loan with a floating interest rate of 6% over Libor. Think of it as 6% over this magical interest-rate called Libor that some fancy-pants banks set amongst themselves everyday. Back in November 2021, Libor was at 0.25% and this was a 6.86% interest loan for Byju’s (the floor for Libor was 0.75%). Today, Libor is at about 5.64% and it’s an 11.6% loan.
[2] Multiple reasons for the investors to sell. One, interest rates went up and cash became more dear. If they had money stuck with Byju’s, it was money not being lent out to someone else. Second, edtech all around the world was in trouble. Kids were back in school and people didn’t think much of them anymore. Third, Byju’s as a company was showing its red flags.
[3] What a cool name!
[4] Until now, that is. Byju’s filed its lawsuit this week the same day it was supposed to make a $40 million interest payment.
​
Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders

I am having another terrible week. I have been extremely angry, frustrated and stressed. I’ve been extremely busy with school and getting assignments done, working, and on top of that, I had to attend back to back graduation ceremonies and parties every freakin weekend due to pressure from family. Just when I thought things couldn’t get worse, it got worse! I’ve discovered I’d have to take summer courses in order to graduate on time. I’m going on vacation in July and I start summer classes on July 5th! How the hell am I suppose to balance summer classes while on vacation?! The point of a vacation is to relax and I was looking forward to a long break for a while! I’m tired of being busy, I’m tired of sacrificing sleep just to get assignments done, I am tired of giving up my free time! I’m tired of it all! I’m so so tired of it!! I did not sleep today and I am crying while I am typing this post right now! I need a damn break! Why can’t I get it?!!
I hate being unavailable to people I care about! I hate having to cancel invites and missing out on important events with the excuse of “I have college assignments to complete.” Or “I am busy with work”. My family have been treating me like crap because I’m too busy and can’t pencil in an ounce of free time. Now, I do have some free time but it isn’t as often as it use to be. I can’t take this anymore!!!
Edit to add: another issue that has contributed negatively to my mental health is family drama. Lately, my family has been at each others throats (I am referring to siblings by the way). There’s been non stop arguments this whole week, screaming, yelling, name calling, and over all nonstop drama. I nearly lashed out on my 21 year old sister in a high school parking lot on our way to our cousins graduation yesterday since her and my mom were arguing over coming to the ceremony on time as we were sadly late and parking was full. My sister was the one who mostly argued and started the argument. She went off on my mom for complaining about being late and I had enough of it. I was ready to scream at her to shut the f up in front of everybody. I didn’t, though. I calmed down and realized it would’ve been a very bad idea to yell at my sister in public.
I’m done with everything. I’m done!

Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders (my newsletter Boring Money -- please visit the link if you'd like to subscribe and receive similar posts in your inbox)
--
Four years ago I read an article in The Ken titled The making of a loan crisis at Byju’s. The gist of the story was that Byju’s was an edtech doing phenomenally well selling its digital courses to parents of young students. But these courses were expensive and these parents were poor. So it was also selling them loans to buy these courses. Only, without telling them. Parents would expect a course (which could be cancelled) but would end up with a loan (which couldn’t be cancelled).
Three days ago, Byju’s went to court in New York. Here’s the headline from TechCrunch: Byju’s sues ‘predatory’ lenders on $1.2B term loan, won’t make further payments.
Byju’s is a company that, arguably, made a business out of giving out predatory loans. Now it’s sued its own lenders and accused them of being predatory. I’m not saying that this is poetic justice but.. okay, scratch that. This is poetic justice! If Shakespeare were a finance writer this is the kind of stuff he would come up with.
Everyone wants to lend to Byju’s
In 2021, interest rates were low, loans were cheap. Tech startups were doing great, edtech startups were crushing it. Byju’s, not one to be left behind, had raised a lot of money but money was cheap so it also wanted to borrow. It wanted a $500 million loan from lenders in the US, which it wanted to use to acquire companies there. Instead, it ended up borrowing more than double—$1.2 billion—because lenders practically wanted to throw money at this overachieving edtech startup from India. [1]
The way a term loan such as this works is:

1. A company goes to an investment bank and asks for a loan
2. The bank syndicates this loan to investors, who become the lenders. Everyone comes together in a room and negotiates the specifics of the loan (which can be quite complex, as we’ll see)
3. The loan goes through and everyone’s happy. Presumably, the company likes its lenders, the lenders like the company
4. The original investors might sell the loans they own to other investors. The company’s only talking to an administrative agent representing the lenders, so over time it might not even know who its lenders are

In November 2021, prominent investment managers such as Blackstone, Fidelity and GIC had gone overboard to lend money to Byju’s. By September 2022, Byju’s lenders were desperately selling [2] their loans at a 36% discount on the principal. (Today, Byju’s debt is at a 20% discount, which is also bad.)
It’s likely that Blackstone, Fidelity and other of the OG lenders aren’t Byju’s’ lenders any more. They’ve almost certainly sold off their loans at a loss. Better get paid something than get paid nothing.
Dealers of the dead
If a company’s debt is being sold at a 36% discount, it’s because investors think that the company is unlikely to repay its loans. If you buy such a loan, you potentially stand to gain a lot—because of the discount—but well, you might also just lose everything.
If you’re a regular investment management company, like Blackstone, you don’t want to invest in such a loan. Your investors gave you this money to get predictable returns. If they wanted risk, they’d ask you to buy stocks. You don’t want to get into a fight with your borrower. If you feel they will not pay you back, you take a loss, sell the loans, move on.
If you’re a distressed debt investor, your entire business is to buy such distressed loans from regular investment managers like Blackstone. You’re going to get nasty borrowers who are unlikely to want to repay their loans but that’s okay. Because you’re nasty too. You spend less time on financial models, more in courts and around lawyers. You like to fight to get your money back. Sometimes you might lose, but the times you win, you win big. The wins cover your losses and some more.
Blackstone and the others sold Byju’s’ loans in desperation, and they were almost certainly bought by distressed debt investors. We don’t know who they are exactly, but Byju’s has indicated that one of them is Redwood Capital, a New York-based distressed debt investor.
If you’re a distressed debt investor, this is how it works:

1. You get a loan for super cheap
2. If the company repays its loan, great! You make a lot of money
3. But the company isn’t likely to repay, which is why you got the loan for cheap in the first place
4. So it’s in your best interest to not let the company die a slow death. Instead, you want to kill the company quick. You take the company to court ASAP and take all the money you’re owed while it’s still there

If the new investors waited, say, for a year, and took Byju’s to court after it had actually defaulted on its repayments—there might not be any money left! Byju’s may have given all the money to Lionel Messi or maybe laundered it away someplace the lenders wouldn’t find it. If you’re a distressed debt investor, you want to get Byju’s to court and get the court to force it to do whatever it takes to pay you back.
Last month, Byju’s’ new lenders sued Byju’s in the Delaware Court of Chancery [3]. We’ll get to the official reasons for this lawsuit in a bit, but what’s important is that Byju’s was not being sued because it defaulted on a payment. It hadn’t. It was being sued because the distressed debt investors expect it to default sooner or later, and they would prefer dealing with it sooner rather than later.
Lenders go for the kill
Usually, the finer details of corporate loans such as Byju’s’ aren’t public. But thanks to the multiple lawsuits we know quite a bit here.
The loan was made to Byju’s’ US entity and it was secured with guarantees from multiple Byju’s companies. From Byju’s’ lawsuit this week against its creditors (which I will get to), here are the guarantors:

1. Byju’s entities in India and Singapore
2. Byju’s’ US and Singapore acquisitions; companies including Oros, Epic, Great Learning, and Neuron
3. Whitehat India, Byju’s’ famous Indian acquisition

That’s a lot of companies guaranteeing a loan! Byju’s’ Indian entity is the parent of all the other guarantor companies, so having it as a guarantor should’ve been enough. I guess the rationale here was that it would be nice to have some non-Indian companies in the mix too, we do know how efficiently Indian courts work.
Apart from Byju’s the parent company itself, Whitehat was the only other Indian company guaranteeing this loan. The problem was that Whitehat itself, on paper, had negative net worth. It had probably taken loans of its own and did not have enough assets to cover them. In practice, this would be irrelevant, because Whitehat was owned by Byju’s and it would cover any of Whitehat’s liabilities. But, apparently, RBI regulations require Indian companies with negative net worth to take its approval before guaranteeing a loan. So even though Whitehat was a guarantor, the guarantee was meaningless until RBI granted its approval.
Yeah, well, RBI didn’t grant its approval. From the lawsuit:

Plaintiffs, Borrower, and Lenders had a call on or around October 6, 2022, to discuss the Whitehat Guarantee. In a good faith effort to negate any impact of the new regulations, Plaintiffs and the Borrower offered to move all assets out of Whitehat India into other subsidiaries of the Parent Guarantor that are Guarantors to the Credit Agreement, or are owned by Guarantors of the Credit Agreement. Lenders rejected this proposal without justification.

In October 2022, after Byju’s’ debt was already sold to the distressed debt investors, the company spoke to its lenders and informed them that it was unable to get RBI’s approval for Whitehat to be a guarantor. Instead, it offered to move Whitehat’s assets into other companies and then use those companies to guarantee the loan. Which would really have been the same thing. But the lenders refused! Why?!
Continuing from the lawsuit:

Lenders subsequently asserted that an event of default under Section 8.1(e) of the Credit Agreement (an “Event of Default”) had occurred due to the failure to procure the Whitehat Guarantee.

Oh, that’s why. Byju’s’ lenders—distressed debt investors that wanted Byju’s dead ASAP—used the fact that Whitehat couldn’t be a guarantor of this loan to claim a default and use it as a reason to take Byju’s to court in the US. Honestly, I’m impressed. The Whitehat guarantee was redundant to begin with, but the lenders had found an out and their official reason #1 to take Byju’s to court.
Oh, there’s another thing. In June 2022, The Ken reported that Byju’s’ financials for 2021 had been held up by its auditors because of certain, umm, creative accounting. By this time, Byju’s should have ideally filed even its 2022 financials. It was very late! From the lawsuit:

The FY’21 Audit was delivered to the Lenders on August 30, 2022. It did not contain a “going concern” qualification or any similar qualifications about the Parent Guarantor’s ability to continue into the future. However, the FY’22 Audit could not begin until the FY’21 Audit had been completed, and the Parent Guarantor’s business has continued to grow rapidly

Byju’s’ 2021 financials were held up because auditors weren’t giving the company their go ahead, so of course its 2022 financials were held up as well.

On or around August 29, 2022, Shearman & Sterling, LLP (“S&S”), counsel for GLAS, sent a letter to Byju’s Alpha and Think & Learn requesting certain financial disclosures from Plaintiffs and Borrower, and asserting that the failure to deliver this financial information was a breach of the Credit Agreement. ... Rather than actually suffering any damage from the delayed FY’22 audit, Lenders opportunistically used this unintentional and non-material delay to exert pressure on Plaintiffs and the Borrower to extract onerous economic concessions.

I love it! Byju’s’ financials were delayed. Its agreement with the original lenders said that the company must share its audited financials with them. Byju’s wasn’t able to do that. The lenders found their official reason #2 to take Byju’s to court.
Byju’s sets up an offence
Before the lenders sued Byju’s last month, Byju’s tried its best to negotiate a deal. It gave the lenders an assurance of the company’s financial health, gave them concessions worth “tens of millions of dollars” and requested (pleaded) to take back their claims of Byju’s defaulting.
The lenders refused. They asked for either the full principal back or two-thirds of it, with an increment of 7% (!!) in the interest rate. Byju’s, of course, said no.
At this point, Byju’s knew that the lenders weren’t going to negotiate realistically. So it prepared its own offence. From the lawsuit:

The Credit Agreement prohibits transfers or assignments of the Lenders’ interests in the Term Loans to “Disqualified Lenders.” The Credit Agreement includes in its definition of Disqualified Lender “[a]ny [] Person (including an Affiliate or Approved Fund of a Lender) whose primary activity is the trading or acquisition of distressed debt,” and “those banks, financial institutions and other Persons separately identified by name . . . on or before the syndication . . . (which may be updated . . . from time to time . . .)”

In its agreement with the original lenders, Byju’s had put in a clause restricting its loan from being transferred to distressed debt investors. This is a risky clause to agree with, because it’s only these folks that buy loans that turn sour, but the original lenders had gone with it.

On information and belief, the entire course of Lenders’, and Defendant’s, bad-faith conduct has been driven by these distressed-debt lenders, who were never meant to have been lenders in the first place, and who acted with the intent of causing harm to Borrower and Plaintiffs. Meanwhile, Borrowers and Plaintiffs were initially unaware that the lenders were in fact being controlled by distressed debt dealers, and were therefore unable to take action to prevent their bad-faith plan from being implemented.

In its lawsuit this week, the crux of Byju’s’ argument is based on the fact that its loan is owned by distressed debt investors who were not eligible to be owning its debt in the first place. Also interesting is that Byju’s doesn’t seem to know who these lenders are. In its post-lawsuit statement, Byju’s named Redwood as one of the lenders, but it’s not named anywhere in the lawsuit.
Now what?
If push comes to shove, does Byju’s have the cash to pay off its lenders?
Last month, Byju’s transferred $500 million out of its US entity. The lenders had filed their lawsuit and there was a chance the court would freeze Byju’s’ US entity’s assets, so this was a precautionary move. So Byju’s has this $500 million. But that seems about it. Byju’s has been in the news saying that it’s trying to raise $700 million to pay off its debt. Yeah, between the horrible edtech market and the colourful lawsuits Byju’s is in, good luck with getting investors to donate their money to Byju’s.
But of course, Byju’s is now suing its lenders too. It does have an agreement that says that its debt can’t be held by distressed debt investors. So it’s not a frivolous suit.
Can Byju’s win? Sure. It would still have to pay its debt eventually. And it’s not straightforward. There are probably tens or even hundreds of lenders. It’s apparent that the distressed debt investors are the guiding force behind the lenders’ lawsuit, but it’s definitely not necessary that they form the majority of the lenders. In which case, Byju’s’ whole lawsuit falls apart.
The lenders are saying Byju’s defaulted by not keeping its part of the agreement, even though it had technically paid its dues. [4] Byju’s is saying that the lenders shouldn’t be the lenders in the first place and must be disqualified. We’ll see who’s right.
Footnotes
[1] It was a 5-year loan with a floating interest rate of 6% over Libor. Think of it as 6% over this magical interest-rate called Libor that some fancy-pants banks set amongst themselves everyday. Back in November 2021, Libor was at 0.25% and this was a 6.86% interest loan for Byju’s (the floor for Libor was 0.75%). Today, Libor is at about 5.64% and it’s an 11.6% loan.
[2] Multiple reasons for the investors to sell. One, interest rates went up and cash became more dear. If they had money stuck with Byju’s, it was money not being lent out to someone else. Second, edtech all around the world was in trouble. Kids were back in school and people didn’t think much of them anymore. Third, Byju’s as a company was showing its red flags.
[3] What a cool name!
[4] Until now, that is. Byju’s filed its lawsuit this week the same day it was supposed to make a $40 million interest payment.
Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders

Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders (my newsletter Boring Money -- please visit the link if you'd like to subscribe and receive similar posts in your inbox)
--
Four years ago I read an article in The Ken titled The making of a loan crisis at Byju’s. The gist of the story was that Byju’s was an edtech doing phenomenally well selling its digital courses to parents of young students. But these courses were expensive and these parents were poor. So it was also selling them loans to buy these courses. Only, without telling them. Parents would expect a course (which could be cancelled) but would end up with a loan (which couldn’t be cancelled).
Three days ago, Byju’s went to court in New York. Here’s the headline from TechCrunch: Byju’s sues ‘predatory’ lenders on $1.2B term loan, won’t make further payments.
Byju’s is a company that, arguably, made a business out of giving out predatory loans. Now it’s sued its own lenders and accused them of being predatory. I’m not saying that this is poetic justice but.. okay, scratch that. This is poetic justice! If Shakespeare were a finance writer this is the kind of stuff he would come up with.
Everyone wants to lend to Byju’s
In 2021, interest rates were low, loans were cheap. Tech startups were doing great, edtech startups were crushing it. Byju’s, not one to be left behind, had raised a lot of money but money was cheap so it also wanted to borrow. It wanted a $500 million loan from lenders in the US, which it wanted to use to acquire companies there. Instead, it ended up borrowing more than double—$1.2 billion—because lenders practically wanted to throw money at this overachieving edtech startup from India. [1]
The way a term loan such as this works is:

1. A company goes to an investment bank and asks for a loan
2. The bank syndicates this loan to investors, who become the lenders. Everyone comes together in a room and negotiates the specifics of the loan (which can be quite complex, as we’ll see)
3. The loan goes through and everyone’s happy. Presumably, the company likes its lenders, the lenders like the company
4. The original investors might sell the loans they own to other investors. The company’s only talking to an administrative agent representing the lenders, so over time it might not even know who its lenders are

In November 2021, prominent investment managers such as Blackstone, Fidelity and GIC had gone overboard to lend money to Byju’s. By September 2022, Byju’s lenders were desperately selling [2] their loans at a 36% discount on the principal. (Today, Byju’s debt is at a 20% discount, which is also bad.)
It’s likely that Blackstone, Fidelity and other of the OG lenders aren’t Byju’s’ lenders any more. They’ve almost certainly sold off their loans at a loss. Better get paid something than get paid nothing.
Dealers of the dead
If a company’s debt is being sold at a 36% discount, it’s because investors think that the company is unlikely to repay its loans. If you buy such a loan, you potentially stand to gain a lot—because of the discount—but well, you might also just lose everything.
If you’re a regular investment management company, like Blackstone, you don’t want to invest in such a loan. Your investors gave you this money to get predictable returns. If they wanted risk, they’d ask you to buy stocks. You don’t want to get into a fight with your borrower. If you feel they will not pay you back, you take a loss, sell the loans, move on.
If you’re a distressed debt investor, your entire business is to buy such distressed loans from regular investment managers like Blackstone. You’re going to get nasty borrowers who are unlikely to want to repay their loans but that’s okay. Because you’re nasty too. You spend less time on financial models, more in courts and around lawyers. You like to fight to get your money back. Sometimes you might lose, but the times you win, you win big. The wins cover your losses and some more.
Blackstone and the others sold Byju’s’ loans in desperation, and they were almost certainly bought by distressed debt investors. We don’t know who they are exactly, but Byju’s has indicated that one of them is Redwood Capital, a New York-based distressed debt investor.
If you’re a distressed debt investor, this is how it works:

1. You get a loan for super cheap
2. If the company repays its loan, great! You make a lot of money
3. But the company isn’t likely to repay, which is why you got the loan for cheap in the first place
4. So it’s in your best interest to not let the company die a slow death. Instead, you want to kill the company quick. You take the company to court ASAP and take all the money you’re owed while it’s still there

If the new investors waited, say, for a year, and took Byju’s to court after it had actually defaulted on its repayments—there might not be any money left! Byju’s may have given all the money to Lionel Messi or maybe laundered it away someplace the lenders wouldn’t find it. If you’re a distressed debt investor, you want to get Byju’s to court and get the court to force it to do whatever it takes to pay you back.
Last month, Byju’s’ new lenders sued Byju’s in the Delaware Court of Chancery [3]. We’ll get to the official reasons for this lawsuit in a bit, but what’s important is that Byju’s was not being sued because it defaulted on a payment. It hadn’t. It was being sued because the distressed debt investors expect it to default sooner or later, and they would prefer dealing with it sooner rather than later.
Lenders go for the kill
Usually, the finer details of corporate loans such as Byju’s’ aren’t public. But thanks to the multiple lawsuits we know quite a bit here.
The loan was made to Byju’s’ US entity and it was secured with guarantees from multiple Byju’s companies. From Byju’s’ lawsuit this week against its creditors (which I will get to), here are the guarantors:

1. Byju’s entities in India and Singapore
2. Byju’s’ US and Singapore acquisitions; companies including Oros, Epic, Great Learning, and Neuron
3. Whitehat India, Byju’s’ famous Indian acquisition

That’s a lot of companies guaranteeing a loan! Byju’s’ Indian entity is the parent of all the other guarantor companies, so having it as a guarantor should’ve been enough. I guess the rationale here was that it would be nice to have some non-Indian companies in the mix too, we do know how efficiently Indian courts work.
Apart from Byju’s the parent company itself, Whitehat was the only other Indian company guaranteeing this loan. The problem was that Whitehat itself, on paper, had negative net worth. It had probably taken loans of its own and did not have enough assets to cover them. In practice, this would be irrelevant, because Whitehat was owned by Byju’s and it would cover any of Whitehat’s liabilities. But, apparently, RBI regulations require Indian companies with negative net worth to take its approval before guaranteeing a loan. So even though Whitehat was a guarantor, the guarantee was meaningless until RBI granted its approval.
Yeah, well, RBI didn’t grant its approval. From the lawsuit:

Plaintiffs, Borrower, and Lenders had a call on or around October 6, 2022, to discuss the Whitehat Guarantee. In a good faith effort to negate any impact of the new regulations, Plaintiffs and the Borrower offered to move all assets out of Whitehat India into other subsidiaries of the Parent Guarantor that are Guarantors to the Credit Agreement, or are owned by Guarantors of the Credit Agreement. Lenders rejected this proposal without justification.

In October 2022, after Byju’s’ debt was already sold to the distressed debt investors, the company spoke to its lenders and informed them that it was unable to get RBI’s approval for Whitehat to be a guarantor. Instead, it offered to move Whitehat’s assets into other companies and then use those companies to guarantee the loan. Which would really have been the same thing. But the lenders refused! Why?!
Continuing from the lawsuit:

Lenders subsequently asserted that an event of default under Section 8.1(e) of the Credit Agreement (an “Event of Default”) had occurred due to the failure to procure the Whitehat Guarantee.

Oh, that’s why. Byju’s’ lenders—distressed debt investors that wanted Byju’s dead ASAP—used the fact that Whitehat couldn’t be a guarantor of this loan to claim a default and use it as a reason to take Byju’s to court in the US. Honestly, I’m impressed. The Whitehat guarantee was redundant to begin with, but the lenders had found an out and their official reason #1 to take Byju’s to court.
Oh, there’s another thing. In June 2022, The Ken reported that Byju’s’ financials for 2021 had been held up by its auditors because of certain, umm, creative accounting. By this time, Byju’s should have ideally filed even its 2022 financials. It was very late! From the lawsuit:

The FY’21 Audit was delivered to the Lenders on August 30, 2022. It did not contain a “going concern” qualification or any similar qualifications about the Parent Guarantor’s ability to continue into the future. However, the FY’22 Audit could not begin until the FY’21 Audit had been completed, and the Parent Guarantor’s business has continued to grow rapidly

Byju’s’ 2021 financials were held up because auditors weren’t giving the company their go ahead, so of course its 2022 financials were held up as well.

On or around August 29, 2022, Shearman & Sterling, LLP (“S&S”), counsel for GLAS, sent a letter to Byju’s Alpha and Think & Learn requesting certain financial disclosures from Plaintiffs and Borrower, and asserting that the failure to deliver this financial information was a breach of the Credit Agreement. ... Rather than actually suffering any damage from the delayed FY’22 audit, Lenders opportunistically used this unintentional and non-material delay to exert pressure on Plaintiffs and the Borrower to extract onerous economic concessions.

I love it! Byju’s’ financials were delayed. Its agreement with the original lenders said that the company must share its audited financials with them. Byju’s wasn’t able to do that. The lenders found their official reason #2 to take Byju’s to court.
Byju’s sets up an offence
Before the lenders sued Byju’s last month, Byju’s tried its best to negotiate a deal. It gave the lenders an assurance of the company’s financial health, gave them concessions worth “tens of millions of dollars” and requested (pleaded) to take back their claims of Byju’s defaulting.
The lenders refused. They asked for either the full principal back or two-thirds of it, with an increment of 7% (!!) in the interest rate. Byju’s, of course, said no.
At this point, Byju’s knew that the lenders weren’t going to negotiate realistically. So it prepared its own offence. From the lawsuit:

The Credit Agreement prohibits transfers or assignments of the Lenders’ interests in the Term Loans to “Disqualified Lenders.” The Credit Agreement includes in its definition of Disqualified Lender “[a]ny [] Person (including an Affiliate or Approved Fund of a Lender) whose primary activity is the trading or acquisition of distressed debt,” and “those banks, financial institutions and other Persons separately identified by name . . . on or before the syndication . . . (which may be updated . . . from time to time . . .)”

In its agreement with the original lenders, Byju’s had put in a clause restricting its loan from being transferred to distressed debt investors. This is a risky clause to agree with, because it’s only these folks that buy loans that turn sour, but the original lenders had gone with it.

On information and belief, the entire course of Lenders’, and Defendant’s, bad-faith conduct has been driven by these distressed-debt lenders, who were never meant to have been lenders in the first place, and who acted with the intent of causing harm to Borrower and Plaintiffs. Meanwhile, Borrowers and Plaintiffs were initially unaware that the lenders were in fact being controlled by distressed debt dealers, and were therefore unable to take action to prevent their bad-faith plan from being implemented.

In its lawsuit this week, the crux of Byju’s’ argument is based on the fact that its loan is owned by distressed debt investors who were not eligible to be owning its debt in the first place. Also interesting is that Byju’s doesn’t seem to know who these lenders are. In its post-lawsuit statement, Byju’s named Redwood as one of the lenders, but it’s not named anywhere in the lawsuit.
Now what?
If push comes to shove, does Byju’s have the cash to pay off its lenders?
Last month, Byju’s transferred $500 million out of its US entity. The lenders had filed their lawsuit and there was a chance the court would freeze Byju’s’ US entity’s assets, so this was a precautionary move. So Byju’s has this $500 million. But that seems about it. Byju’s has been in the news saying that it’s trying to raise $700 million to pay off its debt. Yeah, between the horrible edtech market and the colourful lawsuits Byju’s is in, good luck with getting investors to donate their money to Byju’s.
But of course, Byju’s is now suing its lenders too. It does have an agreement that says that its debt can’t be held by distressed debt investors. So it’s not a frivolous suit.
Can Byju’s win? Sure. It would still have to pay its debt eventually. And it’s not straightforward. There are probably tens or even hundreds of lenders. It’s apparent that the distressed debt investors are the guiding force behind the lenders’ lawsuit, but it’s definitely not necessary that they form the majority of the lenders. In which case, Byju’s’ whole lawsuit falls apart.
The lenders are saying Byju’s defaulted by not keeping its part of the agreement, even though it had technically paid its dues. [4] Byju’s is saying that the lenders shouldn’t be the lenders in the first place and must be disqualified. We’ll see who’s right.
Footnotes
[1] It was a 5-year loan with a floating interest rate of 6% over Libor. Think of it as 6% over this magical interest-rate called Libor that some fancy-pants banks set amongst themselves everyday. Back in November 2021, Libor was at 0.25% and this was a 6.86% interest loan for Byju’s (the floor for Libor was 0.75%). Today, Libor is at about 5.64% and it’s an 11.6% loan.
[2] Multiple reasons for the investors to sell. One, interest rates went up and cash became more dear. If they had money stuck with Byju’s, it was money not being lent out to someone else. Second, edtech all around the world was in trouble. Kids were back in school and people didn’t think much of them anymore. Third, Byju’s as a company was showing its red flags.
[3] What a cool name!
[4] Until now, that is. Byju’s filed its lawsuit this week the same day it was supposed to make a $40 million interest payment.
Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders

Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders (my newsletter Boring Money -- please visit the link if you'd like to subscribe and receive similar posts in your inbox)
--
Four years ago I read an article in The Ken titled The making of a loan crisis at Byju’s. The gist of the story was that Byju’s was an edtech doing phenomenally well selling its digital courses to parents of young students. But these courses were expensive and these parents were poor. So it was also selling them loans to buy these courses. Only, without telling them. Parents would expect a course (which could be cancelled) but would end up with a loan (which couldn’t be cancelled).
Three days ago, Byju’s went to court in New York. Here’s the headline from TechCrunch: Byju’s sues ‘predatory’ lenders on $1.2B term loan, won’t make further payments.
Byju’s is a company that, arguably, made a business out of giving out predatory loans. Now it’s sued its own lenders and accused them of being predatory. I’m not saying that this is poetic justice but.. okay, scratch that. This is poetic justice! If Shakespeare were a finance writer this is the kind of stuff he would come up with.
Everyone wants to lend to Byju’s
In 2021, interest rates were low, loans were cheap. Tech startups were doing great, edtech startups were crushing it. Byju’s, not one to be left behind, had raised a lot of money but money was cheap so it also wanted to borrow. It wanted a $500 million loan from lenders in the US, which it wanted to use to acquire companies there. Instead, it ended up borrowing more than double—$1.2 billion—because lenders practically wanted to throw money at this overachieving edtech startup from India. [1]
The way a term loan such as this works is:

1. A company goes to an investment bank and asks for a loan
2. The bank syndicates this loan to investors, who become the lenders. Everyone comes together in a room and negotiates the specifics of the loan (which can be quite complex, as we’ll see)
3. The loan goes through and everyone’s happy. Presumably, the company likes its lenders, the lenders like the company
4. The original investors might sell the loans they own to other investors. The company’s only talking to an administrative agent representing the lenders, so over time it might not even know who its lenders are

In November 2021, prominent investment managers such as Blackstone, Fidelity and GIC had gone overboard to lend money to Byju’s. By September 2022, Byju’s lenders were desperately selling [2] their loans at a 36% discount on the principal. (Today, Byju’s debt is at a 20% discount, which is also bad.)
It’s likely that Blackstone, Fidelity and other of the OG lenders aren’t Byju’s’ lenders any more. They’ve almost certainly sold off their loans at a loss. Better get paid something than get paid nothing.
Dealers of the dead
If a company’s debt is being sold at a 36% discount, it’s because investors think that the company is unlikely to repay its loans. If you buy such a loan, you potentially stand to gain a lot—because of the discount—but well, you might also just lose everything.
If you’re a regular investment management company, like Blackstone, you don’t want to invest in such a loan. Your investors gave you this money to get predictable returns. If they wanted risk, they’d ask you to buy stocks. You don’t want to get into a fight with your borrower. If you feel they will not pay you back, you take a loss, sell the loans, move on.
If you’re a distressed debt investor, your entire business is to buy such distressed loans from regular investment managers like Blackstone. You’re going to get nasty borrowers who are unlikely to want to repay their loans but that’s okay. Because you’re nasty too. You spend less time on financial models, more in courts and around lawyers. You like to fight to get your money back. Sometimes you might lose, but the times you win, you win big. The wins cover your losses and some more.
Blackstone and the others sold Byju’s’ loans in desperation, and they were almost certainly bought by distressed debt investors. We don’t know who they are exactly, but Byju’s has indicated that one of them is Redwood Capital, a New York-based distressed debt investor.
If you’re a distressed debt investor, this is how it works:

1. You get a loan for super cheap
2. If the company repays its loan, great! You make a lot of money
3. But the company isn’t likely to repay, which is why you got the loan for cheap in the first place
4. So it’s in your best interest to not let the company die a slow death. Instead, you want to kill the company quick. You take the company to court ASAP and take all the money you’re owed while it’s still there

If the new investors waited, say, for a year, and took Byju’s to court after it had actually defaulted on its repayments—there might not be any money left! Byju’s may have given all the money to Lionel Messi or maybe laundered it away someplace the lenders wouldn’t find it. If you’re a distressed debt investor, you want to get Byju’s to court and get the court to force it to do whatever it takes to pay you back.
Last month, Byju’s’ new lenders sued Byju’s in the Delaware Court of Chancery [3]. We’ll get to the official reasons for this lawsuit in a bit, but what’s important is that Byju’s was not being sued because it defaulted on a payment. It hadn’t. It was being sued because the distressed debt investors expect it to default sooner or later, and they would prefer dealing with it sooner rather than later.
Lenders go for the kill
Usually, the finer details of corporate loans such as Byju’s’ aren’t public. But thanks to the multiple lawsuits we know quite a bit here.
The loan was made to Byju’s’ US entity and it was secured with guarantees from multiple Byju’s companies. From Byju’s’ lawsuit this week against its creditors (which I will get to), here are the guarantors:

1. Byju’s entities in India and Singapore
2. Byju’s’ US and Singapore acquisitions; companies including Oros, Epic, Great Learning, and Neuron
3. Whitehat India, Byju’s’ famous Indian acquisition

That’s a lot of companies guaranteeing a loan! Byju’s’ Indian entity is the parent of all the other guarantor companies, so having it as a guarantor should’ve been enough. I guess the rationale here was that it would be nice to have some non-Indian companies in the mix too, we do know how efficiently Indian courts work.
Apart from Byju’s the parent company itself, Whitehat was the only other Indian company guaranteeing this loan. The problem was that Whitehat itself, on paper, had negative net worth. It had probably taken loans of its own and did not have enough assets to cover them. In practice, this would be irrelevant, because Whitehat was owned by Byju’s and it would cover any of Whitehat’s liabilities. But, apparently, RBI regulations require Indian companies with negative net worth to take its approval before guaranteeing a loan. So even though Whitehat was a guarantor, the guarantee was meaningless until RBI granted its approval.
Yeah, well, RBI didn’t grant its approval. From the lawsuit:

Plaintiffs, Borrower, and Lenders had a call on or around October 6, 2022, to discuss the Whitehat Guarantee. In a good faith effort to negate any impact of the new regulations, Plaintiffs and the Borrower offered to move all assets out of Whitehat India into other subsidiaries of the Parent Guarantor that are Guarantors to the Credit Agreement, or are owned by Guarantors of the Credit Agreement. Lenders rejected this proposal without justification.

In October 2022, after Byju’s’ debt was already sold to the distressed debt investors, the company spoke to its lenders and informed them that it was unable to get RBI’s approval for Whitehat to be a guarantor. Instead, it offered to move Whitehat’s assets into other companies and then use those companies to guarantee the loan. Which would really have been the same thing. But the lenders refused! Why?!
Continuing from the lawsuit:

Lenders subsequently asserted that an event of default under Section 8.1(e) of the Credit Agreement (an “Event of Default”) had occurred due to the failure to procure the Whitehat Guarantee.

Oh, that’s why. Byju’s’ lenders—distressed debt investors that wanted Byju’s dead ASAP—used the fact that Whitehat couldn’t be a guarantor of this loan to claim a default and use it as a reason to take Byju’s to court in the US. Honestly, I’m impressed. The Whitehat guarantee was redundant to begin with, but the lenders had found an out and their official reason #1 to take Byju’s to court.
Oh, there’s another thing. In June 2022, The Ken reported that Byju’s’ financials for 2021 had been held up by its auditors because of certain, umm, creative accounting. By this time, Byju’s should have ideally filed even its 2022 financials. It was very late! From the lawsuit:

The FY’21 Audit was delivered to the Lenders on August 30, 2022. It did not contain a “going concern” qualification or any similar qualifications about the Parent Guarantor’s ability to continue into the future. However, the FY’22 Audit could not begin until the FY’21 Audit had been completed, and the Parent Guarantor’s business has continued to grow rapidly

Byju’s’ 2021 financials were held up because auditors weren’t giving the company their go ahead, so of course its 2022 financials were held up as well.

On or around August 29, 2022, Shearman & Sterling, LLP (“S&S”), counsel for GLAS, sent a letter to Byju’s Alpha and Think & Learn requesting certain financial disclosures from Plaintiffs and Borrower, and asserting that the failure to deliver this financial information was a breach of the Credit Agreement. ... Rather than actually suffering any damage from the delayed FY’22 audit, Lenders opportunistically used this unintentional and non-material delay to exert pressure on Plaintiffs and the Borrower to extract onerous economic concessions.

I love it! Byju’s’ financials were delayed. Its agreement with the original lenders said that the company must share its audited financials with them. Byju’s wasn’t able to do that. The lenders found their official reason #2 to take Byju’s to court.
Byju’s sets up an offence
Before the lenders sued Byju’s last month, Byju’s tried its best to negotiate a deal. It gave the lenders an assurance of the company’s financial health, gave them concessions worth “tens of millions of dollars” and requested (pleaded) to take back their claims of Byju’s defaulting.
The lenders refused. They asked for either the full principal back or two-thirds of it, with an increment of 7% (!!) in the interest rate. Byju’s, of course, said no.
At this point, Byju’s knew that the lenders weren’t going to negotiate realistically. So it prepared its own offence. From the lawsuit:

The Credit Agreement prohibits transfers or assignments of the Lenders’ interests in the Term Loans to “Disqualified Lenders.” The Credit Agreement includes in its definition of Disqualified Lender “[a]ny [] Person (including an Affiliate or Approved Fund of a Lender) whose primary activity is the trading or acquisition of distressed debt,” and “those banks, financial institutions and other Persons separately identified by name . . . on or before the syndication . . . (which may be updated . . . from time to time . . .)”

In its agreement with the original lenders, Byju’s had put in a clause restricting its loan from being transferred to distressed debt investors. This is a risky clause to agree with, because it’s only these folks that buy loans that turn sour, but the original lenders had gone with it.

On information and belief, the entire course of Lenders’, and Defendant’s, bad-faith conduct has been driven by these distressed-debt lenders, who were never meant to have been lenders in the first place, and who acted with the intent of causing harm to Borrower and Plaintiffs. Meanwhile, Borrowers and Plaintiffs were initially unaware that the lenders were in fact being controlled by distressed debt dealers, and were therefore unable to take action to prevent their bad-faith plan from being implemented.

In its lawsuit this week, the crux of Byju’s’ argument is based on the fact that its loan is owned by distressed debt investors who were not eligible to be owning its debt in the first place. Also interesting is that Byju’s doesn’t seem to know who these lenders are. In its post-lawsuit statement, Byju’s named Redwood as one of the lenders, but it’s not named anywhere in the lawsuit.
Now what?
If push comes to shove, does Byju’s have the cash to pay off its lenders?
Last month, Byju’s transferred $500 million out of its US entity. The lenders had filed their lawsuit and there was a chance the court would freeze Byju’s’ US entity’s assets, so this was a precautionary move. So Byju’s has this $500 million. But that seems about it. Byju’s has been in the news saying that it’s trying to raise $700 million to pay off its debt. Yeah, between the horrible edtech market and the colourful lawsuits Byju’s is in, good luck with getting investors to donate their money to Byju’s.
But of course, Byju’s is now suing its lenders too. It does have an agreement that says that its debt can’t be held by distressed debt investors. So it’s not a frivolous suit.
Can Byju’s win? Sure. It would still have to pay its debt eventually. And it’s not straightforward. There are probably tens or even hundreds of lenders. It’s apparent that the distressed debt investors are the guiding force behind the lenders’ lawsuit, but it’s definitely not necessary that they form the majority of the lenders. In which case, Byju’s’ whole lawsuit falls apart.
The lenders are saying Byju’s defaulted by not keeping its part of the agreement, even though it had technically paid its dues. [4] Byju’s is saying that the lenders shouldn’t be the lenders in the first place and must be disqualified. We’ll see who’s right.
Footnotes
[1] It was a 5-year loan with a floating interest rate of 6% over Libor. Think of it as 6% over this magical interest-rate called Libor that some fancy-pants banks set amongst themselves everyday. Back in November 2021, Libor was at 0.25% and this was a 6.86% interest loan for Byju’s (the floor for Libor was 0.75%). Today, Libor is at about 5.64% and it’s an 11.6% loan.
[2] Multiple reasons for the investors to sell. One, interest rates went up and cash became more dear. If they had money stuck with Byju’s, it was money not being lent out to someone else. Second, edtech all around the world was in trouble. Kids were back in school and people didn’t think much of them anymore. Third, Byju’s as a company was showing its red flags.
[3] What a cool name!
[4] Until now, that is. Byju’s filed its lawsuit this week the same day it was supposed to make a $40 million interest payment.
Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders

Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders (my newsletter Boring Money -- please visit the link if you'd like to subscribe and receive similar posts in your inbox)
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Four years ago I read an article in The Ken titled The making of a loan crisis at Byju’s. The gist of the story was that Byju’s was an edtech doing phenomenally well selling its digital courses to parents of young students. But these courses were expensive and these parents were poor. So it was also selling them loans to buy these courses. Only, without telling them. Parents would expect a course (which could be cancelled) but would end up with a loan (which couldn’t be cancelled).
Three days ago, Byju’s went to court in New York. Here’s the headline from TechCrunch: Byju’s sues ‘predatory’ lenders on $1.2B term loan, won’t make further payments.
Byju’s is a company that, arguably, made a business out of giving out predatory loans. Now it’s sued its own lenders and accused them of being predatory. I’m not saying that this is poetic justice but.. okay, scratch that. This is poetic justice! If Shakespeare were a finance writer this is the kind of stuff he would come up with.
Everyone wants to lend to Byju’s
In 2021, interest rates were low, loans were cheap. Tech startups were doing great, edtech startups were crushing it. Byju’s, not one to be left behind, had raised a lot of money but money was cheap so it also wanted to borrow. It wanted a $500 million loan from lenders in the US, which it wanted to use to acquire companies there. Instead, it ended up borrowing more than double—$1.2 billion—because lenders practically wanted to throw money at this overachieving edtech startup from India. [1]
The way a term loan such as this works is:

1. A company goes to an investment bank and asks for a loan
2. The bank syndicates this loan to investors, who become the lenders. Everyone comes together in a room and negotiates the specifics of the loan (which can be quite complex, as we’ll see)
3. The loan goes through and everyone’s happy. Presumably, the company likes its lenders, the lenders like the company
4. The original investors might sell the loans they own to other investors. The company’s only talking to an administrative agent representing the lenders, so over time it might not even know who its lenders are

In November 2021, prominent investment managers such as Blackstone, Fidelity and GIC had gone overboard to lend money to Byju’s. By September 2022, Byju’s lenders were desperately selling [2] their loans at a 36% discount on the principal. (Today, Byju’s debt is at a 20% discount, which is also bad.)
It’s likely that Blackstone, Fidelity and other of the OG lenders aren’t Byju’s’ lenders any more. They’ve almost certainly sold off their loans at a loss. Better get paid something than get paid nothing.
Dealers of the dead
If a company’s debt is being sold at a 36% discount, it’s because investors think that the company is unlikely to repay its loans. If you buy such a loan, you potentially stand to gain a lot—because of the discount—but well, you might also just lose everything.
If you’re a regular investment management company, like Blackstone, you don’t want to invest in such a loan. Your investors gave you this money to get predictable returns. If they wanted risk, they’d ask you to buy stocks. You don’t want to get into a fight with your borrower. If you feel they will not pay you back, you take a loss, sell the loans, move on.
If you’re a distressed debt investor, your entire business is to buy such distressed loans from regular investment managers like Blackstone. You’re going to get nasty borrowers who are unlikely to want to repay their loans but that’s okay. Because you’re nasty too. You spend less time on financial models, more in courts and around lawyers. You like to fight to get your money back. Sometimes you might lose, but the times you win, you win big. The wins cover your losses and some more.
Blackstone and the others sold Byju’s’ loans in desperation, and they were almost certainly bought by distressed debt investors. We don’t know who they are exactly, but Byju’s has indicated that one of them is Redwood Capital, a New York-based distressed debt investor.
If you’re a distressed debt investor, this is how it works:

1. You get a loan for super cheap
2. If the company repays its loan, great! You make a lot of money
3. But the company isn’t likely to repay, which is why you got the loan for cheap in the first place
4. So it’s in your best interest to not let the company die a slow death. Instead, you want to kill the company quick. You take the company to court ASAP and take all the money you’re owed while it’s still there

If the new investors waited, say, for a year, and took Byju’s to court after it had actually defaulted on its repayments—there might not be any money left! Byju’s may have given all the money to Lionel Messi or maybe laundered it away someplace the lenders wouldn’t find it. If you’re a distressed debt investor, you want to get Byju’s to court and get the court to force it to do whatever it takes to pay you back.
Last month, Byju’s’ new lenders sued Byju’s in the Delaware Court of Chancery [3]. We’ll get to the official reasons for this lawsuit in a bit, but what’s important is that Byju’s was not being sued because it defaulted on a payment. It hadn’t. It was being sued because the distressed debt investors expect it to default sooner or later, and they would prefer dealing with it sooner rather than later.
Lenders go for the kill
Usually, the finer details of corporate loans such as Byju’s’ aren’t public. But thanks to the multiple lawsuits we know quite a bit here.
The loan was made to Byju’s’ US entity and it was secured with guarantees from multiple Byju’s companies. From Byju’s’ lawsuit this week against its creditors (which I will get to), here are the guarantors:

1. Byju’s entities in India and Singapore
2. Byju’s’ US and Singapore acquisitions; companies including Oros, Epic, Great Learning, and Neuron
3. Whitehat India, Byju’s’ famous Indian acquisition

That’s a lot of companies guaranteeing a loan! Byju’s’ Indian entity is the parent of all the other guarantor companies, so having it as a guarantor should’ve been enough. I guess the rationale here was that it would be nice to have some non-Indian companies in the mix too, we do know how efficiently Indian courts work.
Apart from Byju’s the parent company itself, Whitehat was the only other Indian company guaranteeing this loan. The problem was that Whitehat itself, on paper, had negative net worth. It had probably taken loans of its own and did not have enough assets to cover them. In practice, this would be irrelevant, because Whitehat was owned by Byju’s and it would cover any of Whitehat’s liabilities. But, apparently, RBI regulations require Indian companies with negative net worth to take its approval before guaranteeing a loan. So even though Whitehat was a guarantor, the guarantee was meaningless until RBI granted its approval.
Yeah, well, RBI didn’t grant its approval. From the lawsuit:

Plaintiffs, Borrower, and Lenders had a call on or around October 6, 2022, to discuss the Whitehat Guarantee. In a good faith effort to negate any impact of the new regulations, Plaintiffs and the Borrower offered to move all assets out of Whitehat India into other subsidiaries of the Parent Guarantor that are Guarantors to the Credit Agreement, or are owned by Guarantors of the Credit Agreement. Lenders rejected this proposal without justification.

In October 2022, after Byju’s’ debt was already sold to the distressed debt investors, the company spoke to its lenders and informed them that it was unable to get RBI’s approval for Whitehat to be a guarantor. Instead, it offered to move Whitehat’s assets into other companies and then use those companies to guarantee the loan. Which would really have been the same thing. But the lenders refused! Why?!
Continuing from the lawsuit:

Lenders subsequently asserted that an event of default under Section 8.1(e) of the Credit Agreement (an “Event of Default”) had occurred due to the failure to procure the Whitehat Guarantee.

Oh, that’s why. Byju’s’ lenders—distressed debt investors that wanted Byju’s dead ASAP—used the fact that Whitehat couldn’t be a guarantor of this loan to claim a default and use it as a reason to take Byju’s to court in the US. Honestly, I’m impressed. The Whitehat guarantee was redundant to begin with, but the lenders had found an out and their official reason #1 to take Byju’s to court.
Oh, there’s another thing. In June 2022, The Ken reported that Byju’s’ financials for 2021 had been held up by its auditors because of certain, umm, creative accounting. By this time, Byju’s should have ideally filed even its 2022 financials. It was very late! From the lawsuit:

The FY’21 Audit was delivered to the Lenders on August 30, 2022. It did not contain a “going concern” qualification or any similar qualifications about the Parent Guarantor’s ability to continue into the future. However, the FY’22 Audit could not begin until the FY’21 Audit had been completed, and the Parent Guarantor’s business has continued to grow rapidly

Byju’s’ 2021 financials were held up because auditors weren’t giving the company their go ahead, so of course its 2022 financials were held up as well.

On or around August 29, 2022, Shearman & Sterling, LLP (“S&S”), counsel for GLAS, sent a letter to Byju’s Alpha and Think & Learn requesting certain financial disclosures from Plaintiffs and Borrower, and asserting that the failure to deliver this financial information was a breach of the Credit Agreement. ... Rather than actually suffering any damage from the delayed FY’22 audit, Lenders opportunistically used this unintentional and non-material delay to exert pressure on Plaintiffs and the Borrower to extract onerous economic concessions.

I love it! Byju’s’ financials were delayed. Its agreement with the original lenders said that the company must share its audited financials with them. Byju’s wasn’t able to do that. The lenders found their official reason #2 to take Byju’s to court.
Byju’s sets up an offence
Before the lenders sued Byju’s last month, Byju’s tried its best to negotiate a deal. It gave the lenders an assurance of the company’s financial health, gave them concessions worth “tens of millions of dollars” and requested (pleaded) to take back their claims of Byju’s defaulting.
The lenders refused. They asked for either the full principal back or two-thirds of it, with an increment of 7% (!!) in the interest rate. Byju’s, of course, said no.
At this point, Byju’s knew that the lenders weren’t going to negotiate realistically. So it prepared its own offence. From the lawsuit:

The Credit Agreement prohibits transfers or assignments of the Lenders’ interests in the Term Loans to “Disqualified Lenders.” The Credit Agreement includes in its definition of Disqualified Lender “[a]ny [] Person (including an Affiliate or Approved Fund of a Lender) whose primary activity is the trading or acquisition of distressed debt,” and “those banks, financial institutions and other Persons separately identified by name . . . on or before the syndication . . . (which may be updated . . . from time to time . . .)”

In its agreement with the original lenders, Byju’s had put in a clause restricting its loan from being transferred to distressed debt investors. This is a risky clause to agree with, because it’s only these folks that buy loans that turn sour, but the original lenders had gone with it.

On information and belief, the entire course of Lenders’, and Defendant’s, bad-faith conduct has been driven by these distressed-debt lenders, who were never meant to have been lenders in the first place, and who acted with the intent of causing harm to Borrower and Plaintiffs. Meanwhile, Borrowers and Plaintiffs were initially unaware that the lenders were in fact being controlled by distressed debt dealers, and were therefore unable to take action to prevent their bad-faith plan from being implemented.

In its lawsuit this week, the crux of Byju’s’ argument is based on the fact that its loan is owned by distressed debt investors who were not eligible to be owning its debt in the first place. Also interesting is that Byju’s doesn’t seem to know who these lenders are. In its post-lawsuit statement, Byju’s named Redwood as one of the lenders, but it’s not named anywhere in the lawsuit.
Now what?
If push comes to shove, does Byju’s have the cash to pay off its lenders?
Last month, Byju’s transferred $500 million out of its US entity. The lenders had filed their lawsuit and there was a chance the court would freeze Byju’s’ US entity’s assets, so this was a precautionary move. So Byju’s has this $500 million. But that seems about it. Byju’s has been in the news saying that it’s trying to raise $700 million to pay off its debt. Yeah, between the horrible edtech market and the colourful lawsuits Byju’s is in, good luck with getting investors to donate their money to Byju’s.
But of course, Byju’s is now suing its lenders too. It does have an agreement that says that its debt can’t be held by distressed debt investors. So it’s not a frivolous suit.
Can Byju’s win? Sure. It would still have to pay its debt eventually. And it’s not straightforward. There are probably tens or even hundreds of lenders. It’s apparent that the distressed debt investors are the guiding force behind the lenders’ lawsuit, but it’s definitely not necessary that they form the majority of the lenders. In which case, Byju’s’ whole lawsuit falls apart.
The lenders are saying Byju’s defaulted by not keeping its part of the agreement, even though it had technically paid its dues. [4] Byju’s is saying that the lenders shouldn’t be the lenders in the first place and must be disqualified. We’ll see who’s right.
Footnotes
[1] It was a 5-year loan with a floating interest rate of 6% over Libor. Think of it as 6% over this magical interest-rate called Libor that some fancy-pants banks set amongst themselves everyday. Back in November 2021, Libor was at 0.25% and this was a 6.86% interest loan for Byju’s (the floor for Libor was 0.75%). Today, Libor is at about 5.64% and it’s an 11.6% loan.
[2] Multiple reasons for the investors to sell. One, interest rates went up and cash became more dear. If they had money stuck with Byju’s, it was money not being lent out to someone else. Second, edtech all around the world was in trouble. Kids were back in school and people didn’t think much of them anymore. Third, Byju’s as a company was showing its red flags.
[3] What a cool name!
[4] Until now, that is. Byju’s filed its lawsuit this week the same day it was supposed to make a $40 million interest payment.
Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders

Dan O'Donoghue: https://twitter.com/MrDanDonoghue/status/1667094115924824068?t=FvlA8nFSsIG88Qgfx7XVyg&s=19
Liz Hull: https://twitter.com/lizhull/status/1667101045418328068?s=19
Sky News: https://news.sky.com/story/lucy-letby-trial-latest-nurse-baby-murders-prosecution-sky-news-blog-12868375
Chester Standard: https://www.chesterstandard.co.uk/news/23577991.live-lucy-letby-trial-june-9---cross-examination-continues/

Nicholas Johnson KC, for the prosecution, is continuing to cross-examine Lucy Letby.
Before that begins, Benjamin Myers KC, for Letby's defence, rises to make a statement.
He says Letby was cross-examined on a telephone call it was alleged she had made to Child N's father. Letby had disputed what the court said was agreed evidence. Mr Myers says the disupute was raised by Letby in advance with them, and it was the defence team's mistake to agree that evidence in advance

​

Removal from the ward

Mr Johnson says Letby said, in evidence, she found she was not going back to the neonatal unit the day before she went back to work on June 27, 2016. Letby agrees.
Letby says at the end of June 2016, she "liked all the doctors" she worked with.
Letby says she did not know what the issue was, she had not been informed what was happening.
She says she was worried she had "made a mistake" and "was in trouble for something".
Asked about the timing of the call, she said she was worried about receiving the call "so late in the day" [after 5pm] in advance of working a night shift.
She agrees she was worried it was something serious.
Letby agrees this was in the aftermath of Child Q's collapse and Dr John Gibbs making enquiries.
She said she was "upset and worried".
LL: "I was upset and I was concerned something was wrong."

​

Letby says she was worried about the next day, but not concerned it had gone 'right to the top'.
NJ: "You knew they were on to you, didn't you?"
LL: "No."
Letby had messaged a doctor about it: "I can't talk about this now."
She writes, 12 minutes later: "Sorry, that was rude. Felt completely overwhelmed & panicked for a minute.
"We all worked tirelessly & did everything possible, i don't see how anyone can question that.
"Im having a meltdown++ but think that's what I need to do"
Letby says she was having a 'dramatic' meltdown.
LL: "It was all happening very last minute and in the evening - it was not normal."
She says this is different from work pressures as "this was personal". She denies that people were 'sussing' her.
A message on Letby's phone at 11.29pm included: >"Death datix x 2 Datix - no bicarb, delay in io access Sign out ffp on meditech & pink chart [Child O] charts obs Fluids in sluice Sign drugs Sign curosurf out Traffic light drug compatibility - inotropes, and no >policy for panc Delay in people doing drugs"
Letby said this was documents she had not yet completed for babies she had cared for.

​

A message sent by Letby's nursing colleague to Letby: "[doctor] came in chatting to me at the start of last nights shift n I said [baby] needs L.L soon as uvc been in nearly 2wks n he said something about [child O]s already being changed n I said it hadn't n he told me about the open port!"
Letby's responded: "I told her about it that night.
"Yes because Thought it's a massive infection risk and risk of air embolism, don't know how long it had been like that."
A Datix form for the clinical incident is shown to the court - June 30, 2016, 3pm, with the port on one of the lumens noted to not have a bung on the end and was therefore 'open'. Registrar informed. Letby is the reporter of the incident.
Mr Johnson says this was a potential case of accidental air embolus which Letby had reported.
NJ: "You had your thinking cap on, didn't you?"
LL: "No."
Letby said this was something which needed to be reported.
NJ: "You removed the port and covered it as a cinical incident, didn't you?"
LL: "No."
NJ: "This is an insurance policy - so you could show the hospital was so lax..."
LL: "No."
NJ: "It was to cover for accidental air embolus."
LL: "No."

​

Letby is asked about the investigation and Letby being seconded to an office-based role.
Letby messaged: "Hoping to get as much info together as possible -if they have nothing or minimal on me they'll look silly, not Me"
"Did you think attack was the best form of defence?"
"This was me responding what was happening to me."

​

Letby's message on August 8: "Tony phoned. He's going to speak to Karen and insist on the review being no later than 1st week of Sept but said he definitely wouldn't advise pushing to get back to unit until it's taken place. Asked about social things and he said it's up to me but would advise not speaking with anyone in case any of them are involved with the review process. Thinks I should keep head down.and ride it out and can take further once over.
Feel a bit like Im being shoved in a corner and.forgotten about by.the trust. It's my life and career."
Letby said she was feeling isolated and not able to speak to anybody on the unit.
Mr Johnson asks if that was really the case.
Letby said she spoke to some friends who she was allowed to speak to about the details of the investigation. They were two nursing colleagues and a doctor.
Letby's message: "It's making me feel like I should hide away by saying not speak to anyone and going on for months etc - I haven't done anything wrong."
NJ: "You knew at this stage you were being blamed for the collapses and deaths of these children?"
LL: "No."

​

Addressing Letby's claims of staffing issues, and the Gang of Four

Mr Johnson asks about the 'gang of four' consultants who were 'out to get' Letby.
Letby had previously said the four were Dr Ravi Jayaram, Dr John Gibbs, Dr Stephen Brearey and one other doctor, who had apportioned blame to her 'to cover failings at the hospital'.
Mr Johnson says he will go through the cases.
He says for Child A, staffing levels were a shortcoming in administering a long line.
For Child B, nothing,
For Child C, nothing.
For Child D, the antibiotics being delayed 'may have had an impact on her'.
For Child E, the delay in giving him a blood transfusion.
For Child F, nothing.
For Child G, possibly the colleague had overfed the baby, but that was later retracted.
For Child H, the location of the chest drains may have had an influence.
For Child I, that Ashleigh Hudson should have put her on a monitor, and that 'potentially' Dr Chang being called away.
For Child J, nothing.
For Child K, nothing, other than the ET Tube may not have been secured.
For Child L, nothing.
For Child M, nothing.
For Child N, nothing other than it was busy.
For Child O, concerns raised by Sophie Ellis were dealt with on the charts.
For Child P, an issue with a chest drain.
For Child Q, nothing.
Letby says she did not know what babies the four consultants were discussing about.
"How do the shortcomings count for their conspiracy?"
Letby says a lot of the babies were not cared for properly on the unit.
Mr Johnson says is it Letby's view that the overall care was not good enough, they pinned the blame on her.
Letby agrees.

​

Mr Johnson says Letby has failed to identify, specifically, an issue with staffing levels for each of these cases.
Letby says it was raised at times on the unit, in relation to the overall care for babies.
Mr Johnson says the point of this case is to determine sabotage for the babies or naturally occurring deficiencies. He says Letby cannot give specifics.
Letby: "No."
Mr Johnson refers to 'sub-optimal care for the babies', from Letby's defence statement.
NJ: "You are raising the point, aren't you?"
LL: "Yes."
NJ: "And you have been given an opportunity to speak about it."

​

Facebook Searches

Mr Johnson turns to the Facebook searches Letby made for parents of children in the indictment. Three searches are made for parents in quick succession. Mr Johnson asks what the link is.
Letby: "They are babies that have died and been seriously unwell."
Letby is asked about another series of searches for three parents' names.
LL: "They are babies that had something significant to them and they were on my mind."
Letby is asked why she didn't give that answer to the police.
LL: "Because I couldn't recall why I had looked at some of them."
NJ: "Is that a true answer?"
LL: "Yes."
NJ: "You were checking up on your victims."
LL: "No - I look at a variety of [parents]."
NJ: "You were a killer who was looking at your victims, weren't you?"
LL: "No."
Mr Johnson asks about a series of other searches, and says one of the parents' names has an 'unusual spelling'. Letby is asked to spell that name out in court. She does it incorrectly.
NJ: "You read it [the name of the parent] off a handover sheet, didn't you?"
LL: "No."

​

Letby is asked about another series of searches.
Letby: "They were on my mind at the time."
One search was made on Christmas Day, for the mother of Child E and Child F.
NJ: "She was the person who caught you in the act?"
LL: "No, [mother of Child E and Child F] and I had a good relationship at the time."

​ Sky News (details of the same evidence:

Nick Johnson, the prosecution barrister, then goes back through some of Letby's Facebook searches.
Letby has previously been accused of looking up her alleged victims' families online, and a series of searches are being read to the court.
25 June 2015
At 21:50 Letby searched for the parents of Children A and B.
At 21:51 Letby searched for the parents of Child D - Letby previously said she "didn't remember" this baby.
"What was the connection in your mind between those three people," Mr Johnson asks.
"They are babies who have died from being seriously unwell," Letby says.
5 October 2015
At 01:16 Letby searched for mother of Child I.
At 01:17 Letby searched for father of Children E and F.
"What did they have in common?" Mr Johnson asks.
"Again they are babies that had something significant happen to them and they were on my mind," Letby says.
"You were checking up on your victims, weren't you?"
"No."
He later says: "You were a killer who was looking at your victims."
"No," she replies.
Several other examples are read out to the court.
5 November 2015
At 23:40 Letby searched for the mother of Children E and F.
At 23:40 Letby searched for the mother of Child G.
At 23:44 Letby searched for mother of Child I.
Letby denies these families were grouped together for any reason.
25 December 2015
Letby searched for the mother of Children E and F.
"I often thought of [her]," she tells the court.
"She was the person who caught you in the act," Mr Johnson says, adding that this would have been reason enough to remember her.
"No, [we] had a good relationship."

​

Letby's Social Life During Investigation

Chester Standard:

Mr Johnson says Letby had given evidence surrounding her suspension from the unit in her first day of giving evidence to the defence.
She had said she felt very isolated from my friends and family on the unit, and her mental health had deteriorated.
LL: "We were a very supportive unit - regardless of whether we were personal friends, we were a supportive unit.
LL: "At the time the hospital advised me not to contact anyone on the unit...there were two or three friends I could contact, but [not to contact anyone on the unit]."
Letby is asked if that was true. "Yes." And if she abided by that. "Yes."
Letby adds that did change as time went on.
Letby has a document which she received from the prosecution this morning on her social life.

​ Sky News:

The prosecution says Letby was "given a document this morning".
"What's in the document?" Mr Johnson says.
After a pause, she replies: "My social life."
The prosecution says this "disproves" what Letby has previously said about her contact with the unit.
"I disagree," she says.
Letby is asked if she was "looking for sympathy" when she told the jury she had been cut off and isolated from her friends.
"Yes, it was a very difficult time," she says.
"You thought you'd get sympathy by telling a lie," says Mr Johnson.
"No."
"Was it just a mistake?"
"Yes."

​ Chester Standard:

Mr Johnson says it "disproves everything" that Letby had said. Letby disagrees.
"You were telling the jury a sob story, that you had been cut off from your family as you called them, on the unit?" Letby disagrees.
NJ: "Were you looking for sympathy?
LL: "Yes, it was a very difficult time."
NJ: "Was it just a mistake?"
LL: "Yes."
The document includes photos of Letby's nights out and days out with colleagues, Mr Johnson says. They include a trip to London with a doctor colleague. Letby says that happened once.

​:

A 'social timeline' is shown to the court, detailing meetings with the doctor in Harford, Cheshire Oaks (twice) and London between May-June 2017.
LL: I'm near the park next to where you are, let me know where you are finishing up and I'll see you outside
Doctor: Ok will do See you soon ❤️
LL: 🙂 ❤️
Letby denies the doctor was her boyfriend.
Letby agrees she had a "very very active social life".
Letby says a future date on the Facebook diary, for September 2017, was listed as a trip to London, but they had to cancel as the doctor had a medical appointment.
She denies again he was her boyfriend.

​ Sky News:

In one message, the male colleague she denied was her boyfriend exchanged a series of heart emojis via WhatsApp and travelled together to London at least once.
Letby says they had to cancel the second trip.
"[Colleague] was a married man, it's not a relationship at all it's a friendship," she says.

​ Chester Standard:

NJ: "You have deliberately misled the jury about this background."
LL: "No."

​

Letby's Arrest

NJ: "You have also deliberately misled them about the circumstances of your arrest, haven't you?"
LL: "No."
Letby says the police knocked on her door at 6am when they arrested her. She says she thought she had a nightie and a tracksuit and trainers.
Mr Johnson says Letby was taken away in a blue Lee Cooper leisure suit. Letby says she is not sure. Mr Johnson says video footage can be played of her arrest. Letby agrees she was taken away in that leisure suit.
For the 2019 arrest, Letby agrees she was not taken away in her pyjamas.
NJ: "Why did you lie to the jury about this?"
LL: "I don't know."
Letby says it was the first arrest when she was taken in her pyjamas.
NJ: "Do you want to watch the video?" Letby does not respond.
NJ: "You are a very calculating woman, aren't you"
LL: "No."
NJ: "You tell lies deliberately."
NJ: "And the reason you tell lies is to get sympathy and attention from people."
Mr Johnson says Letby was killing children to get attention.
LL: "I didn't kill the children."
NJ: "You're getting quite a lot of attention now, aren't you?"

​

Handwritten Notes

One of Letby's handwritten notes is shown to the court. It is the one which includes a draft sympathy message for Child O, Child P and another triplet.
Mr Johnson asks why a sympthy message has included the name of the surviving triplet as well as the names of Child O and Child P.
NJ: "Was that your objective, to kill all three?
LL: "No."
NJ: "Did that excite you?"
LL: "Absolutely not."

​ Sky News:

"I am writing how I was feeling at that time, and it was their birthday and I mentioned all three of them," Letby says.
The note reads: 'Today is your birthday and you aren't here. And I am so sorry for that.'
"Why were you including [the other triplet]?" Mr Johnson asks.
"I've written three names, I also wrote [colleague]."
The prosecution asks the question again.
"I can't answer that," Letby says.
"Is that because in your mind there was a terminal end in store for [other triplet] if he stayed with you?"
"No," she replies.
"Was that your objective to kill all three?" Mr Johnson asks.
"No."

​ Chester Standard:

The 'I AM EVIL I DID THIS' handwritten note by Letby is shown to the court.
Letby is asked about the notes.
NJ: "You had done nothing wrong?"
LL: "No."
NJ: "Why did you think you would not marry and have a family?"
LL: "Because I was in the position that I was in and didn't think it would end."
NJ: "You had a good job working in the patient safety department at the Countess of Chester."
LL: "It wasn't a choice for me."
NJ: "It was still a good job."
LL: "Good as enjoyable?"
NJ: "It was secure, with a secure employer."
LL: "Yes."
NJ: "Pays well?"
LL: "Not as much as nursing."
Letby said there were times when she had good times during the time she was under investigation. Mr Johnson says this includes drinking fizz and days at the races.
Mr Johnson concludes: "You are a murderer."
Letby: "I have not murdered or harmed any child."

End of cross examination

​

Myers Rises for questions

Benjamin Myers KC rises to ask further questions of Letby.
He says Letby has given evidence for 14 court days over the past few weeks.
Mr Myers asks Letby about the increase in documents since giving her defence statement.
Letby agrees it was an increase in "thousands of pages" since then, and the increase has continued throughout the trial.
Letby agrees the increase in evidence served has come when she and the defence team have been in different parts of the country, with her being in custody.

​

Mr Myers asks questions in the case of Child E, in relation to Letby's defence statement.
In cross-examination, Letby was said not to have made a mention of Child E vomiting in her defence statement, but said it in evidence. Letby tells the court now Child E had vomited.
Mr Myers says Letby's nursing note from August 4, 2015, showed Letby recorded a 'large vomit'.
Letby says that was not included in the defence statement as she had not included every single detail from all the cases in that statement.
The nursing note also incudes a 'mucky' slightly bile-stained aspirate was recorded.

​

In Letby's defence statement, she said she had wanted to work in nursing since being a teenager.
Letby is asked about her motive in working at the Countess of Chester Hospital neonatal unit: "To provide the best care possible for them and their families."
Letby said she would have looked after "hundreds" of babies during her time at the Countess of Chester Hospital.
BM: "Were you trying to 'get attention' [by attacking babies] in the way it has been put?"
LL: "No."
Letby says the Facebook searches were for parents who were on her mind at the time.

​

BM: "Can you recall every baby you cared for?"
LL: "No."
BM: "Is there a reason some babies stand out more?"
Letby says there might have been something about some babies that would stand out in her mind, and some babies would be on the unit longer, and she would have got to know some families more than others.
Letby is asked about staffing levels at the unit.
Mr Myers: "Do you know, actually, how every member of staff was affected by staffing pressures?"
LL: "No I don't."
Letby adds she does not know if every member of staff was performing their tasks to the level required throughout.
BM: "Can you say at any given point, what the issue of staffing levels were?"
LL: "No."

​

Letby adds from a nursing perspective she can comment on that care, but medical care [from a doctor] is a "different realm".
Letby says she can only put a nursing perspective on the issues.
Mr Myers asks about Child F and Child L.
Letby had said, in evidence, insulin was given to Child F unlawfully, but it was not targeted. She said, from the blood results, Child L was poisoned with insulin, but was not targeted.
Letby says for Child L, she accepted the blood results which showed the insulin had come exogenously.
Letby says she does not know how the insulin levels of a blood sample are tested. She says she has never worked in a lab for the purposes of such testing.
Letby says she accepted the results on the basis of the evidence that is presented in the trial.

​

Letby, in her defence statement, said she was concerned she was blamed for things she was not responsible for, and was unable to explain how some of the babies had collapsed.
The statement added the higher mortality rate had come from the unit taking on more poorly babies.
For Child Q, Letby says Dr John Gibbs was asking who was on duty at that time and who the designated nurse was.
Letby says, in her statement, Dr Jayaram and Dr Brearey had been "set against her for some time" and did not accept "in good faith" their evidence.
Mr Myers asks if Letby had ever accepted the accuracy or honesty Dr Jayaram's recollection of the incident in relation to Child K.
Letby: "No."
Letby adds she did not recall clearly what happened at that event. She denied interfering or harming Child K at that time.

​

Mr Myers continues to ask Lucy Letby questions.
He says there is "not a lot further" to go through.
He says there were "many times" when the prosecution gave evidence, or parts of evidence, to Letby and the jury.
In the case of Child P, he says Child P was the 'worse for wear', and the prosecution said this was similar to the previous night with Child O, which he says was inaccurate.
Letby is asked why she agreed with an inaccurate summary of evidence by the proseuction.
LL: "I can't answer that, I don't know."
Mr Myers says the prosecution had asserted Lucy Letby had 'fallen out' with Melanie Taylor. Letby denies this was the case at any point.
Text messages are shown between Melanie Taylor and Lucy Letby. The exchange is on June 9, 2015, following the death of Child A, and how hard it was going in to back into the unit following such an event.
Letby messaged: "I hope you are ok, you were brilliant" and signs off the conversation "Great see you then xx" to which Melanie Taylor replied "Xx". Letby denies she fell out with Melanie Taylor.

​

Letby is asked about the prosecution saying she 'fell over herself' to message Sophie Ellis following the death of Child P. Sophie Ellis had been at the races that day on June 24, 2016.
Sophie Ellis messaged Letby first: "Hey Luce, hope your ok? I heard poor little [Child P] has been sent to Liverpool..."
Letby replied the information was 'too much for a text'.
She added: "Actually you are at the races, sorry I forgot. Don't worry about ringing will txt you tomorrow. X"
Letby tells the court she wanted to leave Sophie Ellis alone as she was at the races.

​

Letby is asked about the 'social folder' she was handed by the prosecution this morning.
Mr Myers said the photos showed her 'out on the razz with friends'.
Letby had said there were times she enjoyed herself.
Mr Johnson had said: "Yes, you felt like this, because you know you killed and grievously injured these children?"
Letby: "No."
Mr Myers says there was nothing to these events other than going for drinks with friends. Letby agrees.

​

An example is shown of Letby on holiday in Torquay with her dad in July 2016.
Another example is of Letby having drinks with university friends in July 14, 2016. Letby says they were the girls she had been with when she was studying nursing.
Another example is of a picture of a couple of bottles of Prosecco on July 22, 2016. Letby is asked if she was allowed to drink Prosecco at this time. Letby agrees.
Another photo is on August 16, 2016, on a day out in Port Sunlight with her parents who had come to Chester. Letby messaged one of her nursing colleagues - her "best friend", and one she said she was allowed to speak to, about Port Sunlight being 'perfect for a picnic and a stroll'.
A photo is taken of Letby at her back garden to her Chester home in August 2016.
A Whatsapp message Letby sent in a group of nursing colleagues was: "It's too sad" in reference to Jennifer Jones-Key leaving the unit.
Letby says 'around September time' the instructions for Letby not to contact anyone on the nursing unit other than three colleagues had 'changed'.
A message on September 22, 2016 to one of the three colleagues - 'All ok with E [Eirian]. Feel bit more positive knowing she's definitely behind me...'

​

Letby is seen smiling in a number of photos.
Mr Myers asks why Letby is smiling in the photos when it was around the time she handwrote notes documenting her problems.
LL: "Because despite what is going on, you have to find some kind of quality of life."
December 31, 2016, Letby writes on Facebook: "❤️ I'm not the same person I was when 2016 began; but I am fortunate to have my own home. I've met some incredible people and I have family and friends who have stood by me regardless - Thank you to those who have kept me smiling. Wishing Every Happiness for us all in 2017"
Letby says she had changed as a person and had 'lost confidence'

​

BM: "As far as you understood, were you at least allowed a social life?"
LL: "Yes."
Another photo is of Letby at the Kuckoo bar in Chester.
A holiday photo is shown of Letby with her father in June 29, 2018 in Torquay.
Letby denies killing or harming babies for any reason the prosecution had suggested.
BM: "How content were you before, in life?"
LL: "I had a very happy life."

That now completes Lucy Letby's evidence.

The judge tells the jury of the next steps in the trial, which may have further evidence for the defence case. The next listed day for the jury will be next Wednesday (June 14).

My former girlfriend and I had discussed vacations earlier this year and she was anticipating going somewhere warm like the Caribbeans. I really wanted to go on an Alaskan cruise because one of my life’s goals is to visit all 50 states. I am down to Alaska and Hawaii which is why she agreed to go an Alaskan cruise with me in June/July. As a surprise for her birthday, I purchased two non-refundable tickets to Hawaii. Two weeks before her birthday, she wanted to go no contact and on her birthday we officially broke-up. I thought about still surprising her with the ticket, but I did not want to manipulate the situation even more as I tried to BEG her to not to breakup. I debated canceling the whole trip because one of the first gifts she gave me was when she went to Hawaii with her parents. I was going to go see my parents instead, but they convinced me that I already paid for a non-refundable ticket and that I should just go.
I am officially heading off to Hawaii tomorrow as a soloist. Wish me luck in achieving inner peace with my former relationship to be able to enjoy Hawaii.

Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders (my newsletter Boring Money -- please visit the link if you'd like to subscribe and receive similar posts in your inbox)
Spotify for voiceover
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Four years ago I read an article in The Ken titled The making of a loan crisis at Byju’s. The gist of the story was that Byju’s was an edtech doing phenomenally well selling its digital courses to parents of young students. But these courses were expensive and these parents were poor. So it was also selling them loans to buy these courses. Only, without telling them. Parents would expect a course (which could be cancelled) but would end up with a loan (which couldn’t be cancelled).
Three days ago, Byju’s went to court in New York. Here’s the headline from TechCrunch: Byju’s sues ‘predatory’ lenders on $1.2B term loan, won’t make further payments.
Byju’s is a company that, arguably, made a business out of giving out predatory loans. Now it’s sued its own lenders and accused them of being predatory. I’m not saying that this is poetic justice but.. okay, scratch that. This is poetic justice! If Shakespeare were a finance writer this is the kind of stuff he would come up with.
Everyone wants to lend to Byju’s
In 2021, interest rates were low, loans were cheap. Tech startups were doing great, edtech startups were crushing it. Byju’s, not one to be left behind, had raised a lot of money but money was cheap so it also wanted to borrow. It wanted a $500 million loan from lenders in the US, which it wanted to use to acquire companies there. Instead, it ended up borrowing more than double—$1.2 billion—because lenders practically wanted to throw money at this overachieving edtech startup from India. [1]
The way a term loan such as this works is:

1. A company goes to an investment bank and asks for a loan
2. The bank syndicates this loan to investors, who become the lenders. Everyone comes together in a room and negotiates the specifics of the loan (which can be quite complex, as we’ll see)
3. The loan goes through and everyone’s happy. Presumably, the company likes its lenders, the lenders like the company
4. The original investors might sell the loans they own to other investors. The company’s only talking to an administrative agent representing the lenders, so over time it might not even know who its lenders are

In November 2021, prominent investment managers such as Blackstone, Fidelity and GIC had gone overboard to lend money to Byju’s. By September 2022, Byju’s lenders were desperately selling [2] their loans at a 36% discount on the principal. (Today, Byju’s debt is at a 20% discount, which is also bad.)
It’s likely that Blackstone, Fidelity and other of the OG lenders aren’t Byju’s’ lenders any more. They’ve almost certainly sold off their loans at a loss. Better get paid something than get paid nothing.
Dealers of the dead
If a company’s debt is being sold at a 36% discount, it’s because investors think that the company is unlikely to repay its loans. If you buy such a loan, you potentially stand to gain a lot—because of the discount—but well, you might also just lose everything.
If you’re a regular investment management company, like Blackstone, you don’t want to invest in such a loan. Your investors gave you this money to get predictable returns. If they wanted risk, they’d ask you to buy stocks. You don’t want to get into a fight with your borrower. If you feel they will not pay you back, you take a loss, sell the loans, move on.
If you’re a distressed debt investor, your entire business is to buy such distressed loans from regular investment managers like Blackstone. You’re going to get nasty borrowers who are unlikely to want to repay their loans but that’s okay. Because you’re nasty too. You spend less time on financial models, more in courts and around lawyers. You like to fight to get your money back. Sometimes you might lose, but the times you win, you win big. The wins cover your losses and some more.
Blackstone and the others sold Byju’s’ loans in desperation, and they were almost certainly bought by distressed debt investors. We don’t know who they are exactly, but Byju’s has indicated that one of them is Redwood Capital, a New York-based distressed debt investor.
If you’re a distressed debt investor, this is how it works:

1. You get a loan for super cheap
2. If the company repays its loan, great! You make a lot of money
3. But the company isn’t likely to repay, which is why you got the loan for cheap in the first place
4. So it’s in your best interest to not let the company die a slow death. Instead, you want to kill the company quick. You take the company to court ASAP and take all the money you’re owed while it’s still there

If the new investors waited, say, for a year, and took Byju’s to court after it had actually defaulted on its repayments—there might not be any money left! Byju’s may have given all the money to Lionel Messi or maybe laundered it away someplace the lenders wouldn’t find it. If you’re a distressed debt investor, you want to get Byju’s to court and get the court to force it to do whatever it takes to pay you back.
Last month, Byju’s’ new lenders sued Byju’s in the Delaware Court of Chancery [3]. We’ll get to the official reasons for this lawsuit in a bit, but what’s important is that Byju’s was not being sued because it defaulted on a payment. It hadn’t. It was being sued because the distressed debt investors expect it to default sooner or later, and they would prefer dealing with it sooner rather than later.
Lenders go for the kill
Usually, the finer details of corporate loans such as Byju’s’ aren’t public. But thanks to the multiple lawsuits we know quite a bit here.
The loan was made to Byju’s’ US entity and it was secured with guarantees from multiple Byju’s companies. From Byju’s’ lawsuit this week against its creditors (which I will get to), here are the guarantors:

1. Byju’s entities in India and Singapore
2. Byju’s’ US and Singapore acquisitions; companies including Oros, Epic, Great Learning, and Neuron
3. Whitehat India, Byju’s’ famous Indian acquisition

That’s a lot of companies guaranteeing a loan! Byju’s’ Indian entity is the parent of all the other guarantor companies, so having it as a guarantor should’ve been enough. I guess the rationale here was that it would be nice to have some non-Indian companies in the mix too, we do know how efficiently Indian courts work.
Apart from Byju’s the parent company itself, Whitehat was the only other Indian company guaranteeing this loan. The problem was that Whitehat itself, on paper, had negative net worth. It had probably taken loans of its own and did not have enough assets to cover them. In practice, this would be irrelevant, because Whitehat was owned by Byju’s and it would cover any of Whitehat’s liabilities. But, apparently, RBI regulations require Indian companies with negative net worth to take its approval before guaranteeing a loan. So even though Whitehat was a guarantor, the guarantee was meaningless until RBI granted its approval.
Yeah, well, RBI didn’t grant its approval. From the lawsuit:

Plaintiffs, Borrower, and Lenders had a call on or around October 6, 2022, to discuss the Whitehat Guarantee. In a good faith effort to negate any impact of the new regulations, Plaintiffs and the Borrower offered to move all assets out of Whitehat India into other subsidiaries of the Parent Guarantor that are Guarantors to the Credit Agreement, or are owned by Guarantors of the Credit Agreement. Lenders rejected this proposal without justification.

In October 2022, after Byju’s’ debt was already sold to the distressed debt investors, the company spoke to its lenders and informed them that it was unable to get RBI’s approval for Whitehat to be a guarantor. Instead, it offered to move Whitehat’s assets into other companies and then use those companies to guarantee the loan. Which would really have been the same thing. But the lenders refused! Why?!
Continuing from the lawsuit:

Lenders subsequently asserted that an event of default under Section 8.1(e) of the Credit Agreement (an “Event of Default”) had occurred due to the failure to procure the Whitehat Guarantee.

Oh, that’s why. Byju’s’ lenders—distressed debt investors that wanted Byju’s dead ASAP—used the fact that Whitehat couldn’t be a guarantor of this loan to claim a default and use it as a reason to take Byju’s to court in the US. Honestly, I’m impressed. The Whitehat guarantee was redundant to begin with, but the lenders had found an out and their official reason #1 to take Byju’s to court.
Oh, there’s another thing. In June 2022, The Ken reported that Byju’s’ financials for 2021 had been held up by its auditors because of certain, umm, creative accounting. By this time, Byju’s should have ideally filed even its 2022 financials. It was very late! From the lawsuit:

The FY’21 Audit was delivered to the Lenders on August 30, 2022. It did not contain a “going concern” qualification or any similar qualifications about the Parent Guarantor’s ability to continue into the future. However, the FY’22 Audit could not begin until the FY’21 Audit had been completed, and the Parent Guarantor’s business has continued to grow rapidly

Byju’s’ 2021 financials were held up because auditors weren’t giving the company their go ahead, so of course its 2022 financials were held up as well.

On or around August 29, 2022, Shearman & Sterling, LLP (“S&S”), counsel for GLAS, sent a letter to Byju’s Alpha and Think & Learn requesting certain financial disclosures from Plaintiffs and Borrower, and asserting that the failure to deliver this financial information was a breach of the Credit Agreement. ... Rather than actually suffering any damage from the delayed FY’22 audit, Lenders opportunistically used this unintentional and non-material delay to exert pressure on Plaintiffs and the Borrower to extract onerous economic concessions.

I love it! Byju’s’ financials were delayed. Its agreement with the original lenders said that the company must share its audited financials with them. Byju’s wasn’t able to do that. The lenders found their official reason #2 to take Byju’s to court.
Byju’s sets up an offence
Before the lenders sued Byju’s last month, Byju’s tried its best to negotiate a deal. It gave the lenders an assurance of the company’s financial health, gave them concessions worth “tens of millions of dollars” and requested (pleaded) to take back their claims of Byju’s defaulting.
The lenders refused. They asked for either the full principal back or two-thirds of it, with an increment of 7% (!!) in the interest rate. Byju’s, of course, said no.
At this point, Byju’s knew that the lenders weren’t going to negotiate realistically. So it prepared its own offence. From the lawsuit:

The Credit Agreement prohibits transfers or assignments of the Lenders’ interests in the Term Loans to “Disqualified Lenders.” The Credit Agreement includes in its definition of Disqualified Lender “[a]ny [] Person (including an Affiliate or Approved Fund of a Lender) whose primary activity is the trading or acquisition of distressed debt,” and “those banks, financial institutions and other Persons separately identified by name . . . on or before the syndication . . . (which may be updated . . . from time to time . . .)”

In its agreement with the original lenders, Byju’s had put in a clause restricting its loan from being transferred to distressed debt investors. This is a risky clause to agree with, because it’s only these folks that buy loans that turn sour, but the original lenders had gone with it.

On information and belief, the entire course of Lenders’, and Defendant’s, bad-faith conduct has been driven by these distressed-debt lenders, who were never meant to have been lenders in the first place, and who acted with the intent of causing harm to Borrower and Plaintiffs. Meanwhile, Borrowers and Plaintiffs were initially unaware that the lenders were in fact being controlled by distressed debt dealers, and were therefore unable to take action to prevent their bad-faith plan from being implemented.

In its lawsuit this week, the crux of Byju’s’ argument is based on the fact that its loan is owned by distressed debt investors who were not eligible to be owning its debt in the first place. Also interesting is that Byju’s doesn’t seem to know who these lenders are. In its post-lawsuit statement, Byju’s named Redwood as one of the lenders, but it’s not named anywhere in the lawsuit.
Now what?
If push comes to shove, does Byju’s have the cash to pay off its lenders?
Last month, Byju’s transferred $500 million out of its US entity. The lenders had filed their lawsuit and there was a chance the court would freeze Byju’s’ US entity’s assets, so this was a precautionary move. So Byju’s has this $500 million. But that seems about it. Byju’s has been in the news saying that it’s trying to raise $700 million to pay off its debt. Yeah, between the horrible edtech market and the colourful lawsuits Byju’s is in, good luck with getting investors to donate their money to Byju’s.
But of course, Byju’s is now suing its lenders too. It does have an agreement that says that its debt can’t be held by distressed debt investors. So it’s not a frivolous suit.
Can Byju’s win? Sure. It would still have to pay its debt eventually. And it’s not straightforward. There are probably tens or even hundreds of lenders. It’s apparent that the distressed debt investors are the guiding force behind the lenders’ lawsuit, but it’s definitely not necessary that they form the majority of the lenders. In which case, Byju’s’ whole lawsuit falls apart.
The lenders are saying Byju’s defaulted by not keeping its part of the agreement, even though it had technically paid its dues. [4] Byju’s is saying that the lenders shouldn’t be the lenders in the first place and must be disqualified. We’ll see who’s right.
Footnotes
[1] It was a 5-year loan with a floating interest rate of 6% over Libor. Think of it as 6% over this magical interest-rate called Libor that some fancy-pants banks set amongst themselves everyday. Back in November 2021, Libor was at 0.25% and this was a 6.86% interest loan for Byju’s (the floor for Libor was 0.75%). Today, Libor is at about 5.64% and it’s an 11.6% loan.
[2] Multiple reasons for the investors to sell. One, interest rates went up and cash became more dear. If they had money stuck with Byju’s, it was money not being lent out to someone else. Second, edtech all around the world was in trouble. Kids were back in school and people didn’t think much of them anymore. Third, Byju’s as a company was showing its red flags.
[3] What a cool name!
[4] Until now, that is. Byju’s filed its lawsuit this week the same day it was supposed to make a $40 million interest payment.
Original Source: https://boringmoney.in/p/byjus-is-sued-by-its-lenders

Since I unironically love RE6 and actually understand it story, I figured I'd explain it for those who even after ten years may still be confused by some things.
So basically to start off with, most of the story is clarified through the files you get from emblems as well as context clues from the campaigns. Before I do start, I want to clear up one of the biggest misconceptions some mignt have on the story: Leon shoots a zombified Adam Benford, who is not Ashley Graham's father they are different presidents, he was just friends with both.
Now that that is cleared up lets begin. The story starts actually back in Racoon City, when Derek C. Simmons, orders or at least proposes the idea of a nuclear strike on the City to contain the viral outbreaks, as well as to bury US involvement with Umbrella Corporation, but mostly to bury the extent of US military involvement with Birkin. Fast forward a few years, and thanks to the brilliant mind of Dr. Carla Radames, the C-Virus is created through the T-Veronica and G-Virus samples aquired from Operation Javier and Sherry Birkin respectively. The purpose of the C-Virus was for bio-warfare, as the Family believed the US, and eventually the world, would discontinue conventional warfare and swap to BOWs. They wanted the US to have an advantage. Simmons, infatuated with Ada Wong who he actuallt knew prior to Racoon City but hadnt heard from her since, wants to clone her using the C-Virus. The project takes about six years to succeed, in 2009 using the virus's own creator as a subject for the project. Simmons essentially turns Carla into Ada, and makes her his field agent as well as places her in charge of the Family's East Asian division. Carla at some point regains her past self and instantly hates Simmons for it. Believing him to have ruined her life, she sets out on a personal revenge quest to kill Simmons and destroy everything he and his Family built.
Now, to explain the Family, they are essentially the Illuminati or Builderberg Group but Resident Evil. Been around for a while and are now centered as an American Exceptionalist organization.
Carla conducts a crap ton of C-Virus research to further her goals. At some point, Simmons becomes aware of the existence of Jake Muller, son of Albert Wesker and thus likely has antibodies for the C-Virus, meaning vaccine. As the C-Virus will eventually be used by US military forces, or at least the Family, this cant be allowed. Dont ask me how Wesker found the time to get freaky with a chick. Simmons tasks Carla with going to Edonia where he is to basically kidnap him and well, keep the BSAA away from him. Sherry is to be sent as well as the public face of this.
Edonia, a fictional East European country, is currently in a civil war, with the rebel army, Edonian Liberation Army, being the army of mercenaries loyal to the military junta. Jake is currently employed as a mercenary in the ELA. Carla arrives in Edonia as does Sherry but she isnt aware of Carla. Sherry is there to get Jake for his antibodies so they can cure the C-Virus as it was already used in a bio-terrorist attack at a college campus months prior. A different one from the Tall Oaks attack, which is still six months away. Carla also brings the C-Virus en masse to Edonia's captial city, to supply the ELA with the virus. The rebels dont know its a virus, they are just told its a combat stimulant. Which in a way isnt false advertising. The rebels use their booster shots and turn not into zombies but instead J'avo, mutant supersoldiers who mutate in response to physical trauma. This triggers a bio-terrorist attack and BSAA involvement. Carla at some point assassinates ELA leadership and places the remaining ELA J'avo under her command. It is unknown what happened to surviving ELA J'avo following Jake and Sherry's capture by Carla. It is also unknown if the ELA leadership was actually aware their soldiers would become J'avo or not, as it seems that the ELA J'avo initially still were loyal to the ELA command. Their attempted killing of Jake, from what I've been told was because J'avo think of a goal and try to complete that goal, which if true means the mercs on Jake's platoon hated him. I personally believe Carla simply coded the strain the mercs took to be inherently hostile to Jake.
We all know what happened to Chris and Piers so I dont feel the need to explain that. Its like the least confusing part of the game.
From December 2012 to June 2013 Carla secretly builds in Poisawan, Lanshiang, China (Resident Evil Hong Kong), a J'avo militia in a medical center she has control of thanks to the Family. She also conducts experiments on Jake and Sherry to research the antiobodies from Jake and Sherry's strain of G to enhance C. At some point, Carla names her East Asian group Neo-Umbrella for PR purposes. By this point, everyone knows BOWs were invented by Umbrella Corporation, and they may be defunct, but their legacy lives on. The pupose of the Poisawan Militia is to essentially serve as an eventual distraction in wide scale attacks throughout Lanshiang in an appearent uprising against the Chinese government. The real goal are aircraft carriers but first, let met explain the train wreck that is Leon's story.
So...remember Benford? Yeah the dude wanted to basically tell everyone Racoon City was partly the fault of the US government since they wanted to recruit William Birkin and aquire the G-Virus, then Umbrella found out and shit escalated from there. Simmons, knowing this detail would be bad for the US, decides to kill Benford. Simmons, being the fucking genius he is, decides that in order prevent the US government from being implicated in not just a bio-terrorist attack but THE bio-terrorist attack...is to have the US government be implicated in a bio-terrorist attack. So he recreates Racoon City in Tall Oaks where Benford plans to tell everyone something that truthfully doesnt sound even remotely surprising. Simmons does this through the Lepotica J'avo mutation. A good three to four of them. The Lepotica is a result of failed Ada Wong cloning, in case you were wondering. We all know how Tall Oaks goes, dont feel like explaining that in full, since Leon's campaign is a "just roll with it" experience. Also, Neo-Umbrella claims responsibility for Tall Oaks but they WERE NOT INVOLVED. They just wanted to spread panic by falsely claiming responsibility. This also alerts Simmons to Carla's betrayal. I dont really know if the Lepotica on the plane was Simmons or Carla's doing, but Simmons should have been the only one to know about it so I'd sag Simmons. We all know the rest of Leon's campaign its mostly explained by Ada's so the only real explanation was the whole Tall Oaks shit.
Around the time Tall Oaks is attacked, Carla unleashes the Militia from Poisawan into the surrounding area to well, kill people. And distract the Chinese military and BSAA from the two aircraft carriers being casually hijacked by Neo-Umbrella's personal elite J'avo who have a modified strain of C that gives them bullshit mutations and the ability to do that at will. Being a better equipped fighting force and being, you know, mutant super soldiers, the Chinese Sailors dont stand a chance nor get the chance to tell everyone elite mutant mercenaries are boarding. I'm pretty sure everyone was confused by these aircraft carriers, I sure as shit was. I thought Neo-Umbrella somehow had them and to bury witnesses released the Rasklapanje on the non-J'avo crew. Nah, they just stole them.
The purpose of even these carriers was distraction. HAOS. Again Chris and Piers. Easiest campaign to definitely follow.
I, dont think I really need to explain much else. I mean, Carla gets killed by Ada who she stupidly involved personally. The sub Ada boards is Neo-Umbrella's after defecting from the Family, so not much to explain there. Why Carla had the J'avo shot at instead of Ada, well thats easy. Carla wanted to frame Ada for the attacks.
I hope the story makes a bit more sense now and I hope I explained it well.

There was going to be a concert on June 21st. A few days ago I got an email that I t’s postponed to an indefinite date and I can’t find any further information about it at all. The day even disappeared from Nathaniel Rateliff’s official website.
I had bought tickets to go with my family while they were on vacation. If the date is totally cancelled, I’d ask for my money back.
Any idea why this might have been cancelled/delayed?