FL-2022-000014 - [2025] EWHC 2631 (Ch)

Fecha: 15-Oct-2025

SVF1’s bridge loan to the Katerra Group

SVF1’s bridge loan to the Katerra Group

158.

In an email from Mr Sukhla of SBIA to Mr Krishna Shivram (Chief Financial Officer of the Katerra Group) on 25 November 2020 Mr Sukhla explained:

“Krishna – we have learned from counsel that the FTC is backed up on HSR filings, and even with early termination requested (typically clears in ~15 days), it will likely require the full 30-day waiting period before we have clearance to fund/close (i.e. end of year). Given that, wanted to get your input on the bridge sizing need; please let us know your thoughts. …”

159.

In reply to Mr Sukhla on 25 November 2020, Mr Shivram stated:

“The sizing of the bridge is still the same ie $25m which will take us to Dec 11, while preserving our ability to make an orderly filing without DIP financing if needed. As the contemplated HSR process is likely to push closing towards the end of the year, we will need an additional $25m on Dec 14th to take us to year end while still preserving the ability to make an orderly filing without DIP financing. So, in summary we need 2 tranches of funding: $25m by Monday 11/30 and another $25m by Monday 12/14. Any shortfall in this funding will expose us to an uncontrolled filing in the event we cannot close the funding and cannot be supported by management.”

(“DIP financing” refers to the financing of a bankrupt debtor in possession in a bankruptcy under Chapter 11 of the US Bankruptcy Code.)

160.

Mr Sukhla replied to Mr Shivram the same day. He explained that it had been discussed that “a bridge loan provided by SB would need to be backed by company assets” and said:

“Thanks for the update, Krishna. I'm surprised to hear that the collateral issue is news as I believe Jeffrey Housenbold mentioned several times on recent calls that a bridge loan provided by SB would need to be backed by company assets; unfortunately we are unable to fund this on an unsecured basis”.
“I have raised the CLT factory lien issue to senior leadership at SB, who have committed to discuss directly with Lex once we have secured IC approval for the larger transaction (hopefully in the next day or so). Will keep you all posted as soon as that happens, but what would be helpful in the interim (we have asked Weil to work with K&E on this), is to get a precise list of steps, documents, approvals, etc. that will be required for Greensill to release its lien on the CLT factory in a timely manner. It would be great if we can serve this up to Lex & his team to streamline as efficiently as possible.”

161.

Mr Shivram responded on 25 November 2020 with a suggested order of events:

“1.
Work with Greensill to get the CLT lien released. This has to happen very quickly to provide you with the collateral you need.
2.
Fund the first bridge.
3.
Get IC approval for the deal.
4.
Immediately file for HSR clearance (to start the 30 day clock)
5.
Fund the second bridge; get clearance from Wolff on the releases etc
6.
Close and fund once HSR approval is received.”

162.

On 28 November 2020 a message sent from Mr Carpus Tin to Mr Sukhla (both of SBIA) set out a timeline for the immediate bridge loan and the subsequent restructuring of the Katerra Group’s debt:

“Immediate
• Greensill waives covenant for Katerra to pledge
• SVF accepts 2nd lien on CLT factory and funds bridge loan on Monday
Medium Term (TBD)
• Greensill to release security interest of CLT collateral
• SVF / Katerra to perfect CLT collateral
2-3 weeks
• Greensill will cancel the $440M facility
• Katerra will issue warrant of 5% FDSO to Greensill
• Greensill will then give the warrants to SVF 2.”

163.

On the same day, 28 November 2020, the proposed plan was shared with the Greensill Group. An email from Mr Norman Ho (Vice President, Legal, SBIA) to Mr Lane, Group Counsel for the Greensill Group, recorded:

“As you are aware, we are sprinting on the Katerra side of things to get funding into Katerra by way of a secured note. The main asset that we would like to secure against is Katerra's CLT facility, which has been pledged by Katerra to Greensill in connection with the Greensill-Katerra facility. On today's call, the principals confirmed that Greensill would be ready to assist and release its security interest on the CLT facility in connection with SVF's funding into Katerra.
To that end, we plan on communicating the same to Katerra's counsel (K&E) who would then reach out to Greensill to start coordinating. The goal is for us to fund on Monday which is aggressive but being driven by Katerra's current cash position. Please let us know if you have any concerns with this approach or if there are particular individuals in addition to yourselves that we should have K&E include on the outreach.”

164.

On 1 December 2020 three agreements were executed:

The Katerra Bridge Note, which provided that Katerra Cayman “hereby promises to pay to the order of [SVF Abode] or its registered assigns … the principal sum of Twenty-Five Million Dollars ($25,000,000)”. Under clause 2.1, the principal of the Note fell due on the Maturity Date, defined under clause 1 as 6 June 2021 or earlier Event of Default. Under clause 6.4, Katerra Cayman and SVF Abode agreed that the provision of the Note and other Financing Documents would create an “enforceable security interest in and Lien upon the Collateral”. The Collateral was defined under clause 1 as holding the meaning determined in the “Security Agreement”, which was in turn defined under clause 1 as the “Security and Guaranty Agreement” of even date between the parties to the Katerra Bridge Note.

ii)

The Katerra Bridge Security Agreement, being the Security and Guaranty Agreement referred to in the Katerra Bridge Note. The Katerra Bridge Security Agreement was signed on behalf of SVF Abode (as the Secured Party) and Katerra Cayman, together with other parties as “Grantors”: each of the Katerra Sellers either signed the Katerra Bridge Security Agreement as Grantors, or provision was made for them to accede to it by joinder within 5 business days. The security expressly excluded the Collection Accounts as defined in the RPA, and Purchased Receivables as defined in the RPA.

iii)

The Security Release Agreement, between GL and the Katerra Sellers, by which GL agreed to release “all liens on all assets of the Sellers created or existing under the [RPA] or any related documents or instruments (other than liens on the Purchased Receivables, including as described in those certain UCC-1 filings made in connection with the perfection thereto)”, and to “file or execute documentation requested by any of the Sellers to evidence such release upon request”.