The Bottom Line™:

• Anti-cooperation provisions prevent creditors from forming blocs when negotiating with debt issuers. Recently, these provisions have gained notoriety as tools for controlling liability management negotiations.
• Notably, Optimum Communication’s unrestricted subsidiary credit facility, dated November 25, 2025, includes such a provision.
• Optimum’s provision goes further than prior iterations, particularly regarding potential consequences to creditors.
• This report reviews Optimum’s new credit agreement language. Additionally, we compare it to prior known anti-cooperation provision examples.

Overview

Cooperation agreements have risen to prominence regarding liability management transactions in recent years. Specifically, these agreements bind creditors together when negotiating with a debt issuer—ostensibly offering protection in numbers or inhibiting “creditor-on-creditor” violence. Notably, cooperation agreement terms vary widely. For instance, such agreements can require debt issuer approval from all signatories. Moreover, pro rata deals with the borrower or issuer may be mandated. Furthermore, signatories can be prohibited from “dealing away” from the group. In response, sponsors and debt issuers have acted. Consequently, they now implement language prohibiting cooperation agreements—called “anti-cooperation” provisions.