The Register Answered First By Sabrina Fox‍

August 26, 2026

Aston Martin Lagonda's July 22nd announcement of its £550m financing from funds managed by HPS Investment Partners described the security in one sentence: the Financing is "secured against certain of the Group's assets situated in a newly incorporated subsidiary, together with certain other assets of the Group." It didn't name the subsidiary, didn't list the assets, and didn't mention intellectual property.

The terms were fuller: a £450m Senior Secured Term Loan and a £100m Delayed Draw Term Loan, priced at 6.75% over SONIA and maturing July 2031, with a further £100m of permitted debt capacity junior to the Financing. Proceeds repaid the fully drawn £170m super senior revolver and £20m under the Yew Tree facility, leaving pro forma liquidity of around £340m.

The UK trademark register said more. It now lists an owner named "ASTON MARTIN LAGONDA (SPV1)" - two separate owner records - with its address at Maples Corporate Services in the Cayman Islands. The records, UK00004365273 and UK00004365276, are an "ASTON MARTIN" word mark and the figurative mark, both class 41, both filed March 30th, nearly four months before the financing closed. Both are new registrations filed in SPV1's name rather than recorded assignments of the legacy portfolio - the long-standing marks still list Aston Martin Lagonda Limited as owner. 

The FT reports that register filings reveal branding and naming rights moved to a new subsidiary that now secures HPS's lending. It doesn't name the entity - SPV1 is the register entry that fits that description, and the company hasn't named it either. The FT also reports that the £100m delayed draw becomes available if Aston Martin transfers 50.1% of its non-automotive intellectual property to Authentic Brands Group, in which HPS holds a minority stake.

The company has since declined to tell creditors or equity analysts which assets were moved. Per the FT and 9fin, a group holding over 90% of the senior secured notes - roughly £1.3bn, including BlackRock, Arini and Sculptor, advised by Akin Gump - sent the board a letter before action with an August 14th deadline, outlining a breach of contract claim under the New York-governed indenture and a challenge under Section 423 of the Insolvency Act 1986. 

On August 24th, Arini and Tresidor filed an application in New York under 28 U.S.C. Section 1782, seeking discovery from HPS, Authentic Brands, Moelis and Lazard for use in a forthcoming English proceeding. The creditors' own new-money proposal, per 9fin, was rejected in favor of the HPS package.

That single security sentence is what a drop-down looks like from the outside on the day it closes. When an issuer announces financing secured against assets in a newly incorporated subsidiary and declines to say more, the registers answer the question the issuer won't: the IP registers, the charges register, the incorporation filings. I found the SPV1 records in one owner search. The charges register adds a check the other way: no charge for the July financing appears against Aston Martin Lagonda Limited, whose March 2024 notes security remains registered - consistent with the new security being granted outside UK registration.

The pattern is familiar from J.Crew. The cross-border mechanics are the new part: a FTSE-listed UK issuer, a New York-governed indenture, an English statutory challenge under Section 423, and a US discovery application in aid of English proceedings.

Put the question to your own documents: which routes could permit a transfer of intellectual property to a newly incorporated non-guarantor subsidiary, and which of your blockers actually apply to that transfer? If the answer takes longer than an afternoon to find, that's an answer too.

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