Loan Documentation

Euromoney Learning Solutions

How long?

  • 3 days
  • online, in person

Euromoney Learning Solutions

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Who should attend

  • In-house lawyers in banks and financial institutions
  • Bankers concerned with the negotiation of loans
  • Bank executive involved in the documentation of loans
  • Lawyers in private practice who advise clients on loan agreements
  • Corporate counsel
  • Credit control officers
  • Credit administration officers

About the course

Get up to speed with loan transactions and legal requirements

This new Loan Documentation virtual course is a 3 day course which can be booked individually, or as part of our 5 day virtual Loan Documentation School taking place this May, delivered via video conferencing rooms technology.

This module takes place over three short (5 hours) days and covers the documentary aspects of a loan transaction, concentrating particularly on the loan agreement itself. The course will provide a clause-by-clause analysis of the loan agreement, as well as a road map of the documentation enabling you to find your way around the document with ease.

You will be taken step-by-step through the documentation, from the early stages of the borrower’s financing choices and different types of loans, through to administrative provisions, representations, undertakings, defaults, transfer provisions, and role of the Agent in a syndicated loan, focussing on the key commercial issues. Through the group discussions and workshops you will have plenty of opportunity to test your understanding and put your learning into practice

By attending this course, you will fully understand the commercial implications of the loan documentation and the key issues to watch out for

You will:

  • Understand the structure of the documentation and how the various provisions interlink
  • Learn how to spot the key commercial issues quickly
  • Become familiar with the interest rate, increased costs and withholding tax and FATCA provisions and the regulatory issues which help to shape them
  • Appreciate why LIBOR is being phased out and the steps being made towards its replacement
  • Appreciate the significant issues in the representations, repeating representations, undertakings and events of default from both a lender’s and borrower’s perspective
  • Become familiar with the structure of security documentation and the importance of the application of funds clauses

Key topics covered include

  • Title financing (or quasi security)
  • Default (as opposed to Event of Default)
  • “continuing” Events of Default
  • LIBOR discontinuation and replacement
  • Witholding tax and the gross up clause
  • FATCA
  • The role of the representations and repeating representations
  • Negative pledge
  • Pari passu
  • Financial ratios
  • Cross default
  • Material adverse change clause
  • The role of the Agent in a syndicated loan
  • Methods of transferring loans
  • Reservation of rights letters

Agenda

Day 1

Introduction - 1 hour

  • Financing choices
    • debt/equity;
    • loan markets/capital markets;
    • long term debt/current liabilities
  • Loan types
    • single bank /syndicated;
    • term/revolver;
    • project/corporate/asset/limited recourse;
    • loan/l/c/guarantee facilities

Key Issues - 30 minutes

We will discuss the overarching issues which lenders and borrowers will be watching out for when reviewing the documentation – including a workshop where participants will discuss key issues in practice

  • Certainty
  • Robustness
  • Scope
  • Money issues
  • Control
  • Other?

Interest - 1 hour

  • Different interest rate options
  • Impact of Basle regulations
  • Risk free rates and the transition from LIBOR
  • Default Interest
  • Witholding tax, gross up and FATCA

Document Overview - 30 minutes

  • Overview of the loan agreement and security documents
  • What is where and why?
  • How to find your way around the documentation quickly

Workshop – find clauses on set topic in the specimen loan agreement – 30 minutes

Mechanical Provisions - 1 hour

  • Issues with Definitions
    • Circularity
    • Moving definitions
    • Operative provisions
    • Uncapitalized definitions
    • Multiple application
    • context
  • Some key definitions
    • Break costs
    • Default
    • Defaulting Lenders
    • Financial Indebtedness
    • GAAP
    • Group
    • Majority Lenders
    • Continuing

Day 2

Workshop – participants will explain key expressions used in international finance - 40 minutes

Mechanical provisions continued Drawdown and conditions precedent - 40 minutes

  • Prepayment
  • Sanctions
  • Increased costs
  • Change of control

Representations - 1 hour

  • Purpose
  • Topics of representations including
    • Common comments on Information representation
    • Pari passu
    • Litigation

Repeating representations workshop - 40 minutes

This workshop aims to help participants to identify the impact of repeating representations and the interrelation between repeating representations and other parts of the document

Undertakings - 1 hour

  • Information Undertakings
  • Financial ratios
    • Purpose
    • Limitations
    • Common ratios
  • General Undertakings including
    • negative pledge and
    • no disposals

Day 3

Events of Default - 2 hours

  • Big Picture
    • Purpose and mechanics
    • Default
    • Remediable Events of Default?
  • Cross default
  • Other Events of Default
  • Material Adverse Change

Workshop - 1 hour

Participants will review a set of negotiated Events of Default to spot key issues commonly negotiated

Boilerplate - 1 hour

  • Loan transfers
    • Novation
    • Assignment
    • Subparticipation
    • Credit derivatives
  • Agent’s role and protections
  • Anti estoppel clause and reservation of rights letters

Experts

Sue Wright

Sue Wright is a solicitor with over 18 years experience in international banking transactions, including syndicated loans, subordinated debt, structured finance and tax driven transactions. She was a partner in the banking department at Norton Rose for 8 years and was responsible for training ass...

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Loan Documentation at Euromoney Learning Solutions

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