Loan Syndication e-Learning
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Analyse loan syndication with this online programme and get learning
Syndicated lending plays a critical role across international markets, simultaneously facilitating the financing of, most typically, corporate assets whilst enabling banks to more effectively manage their own Balance Sheets, particularly in the judicious use of their increasingly precious regulatory capital, and to generate fee income from the structuring and arrangement of syndicated loans.
This programme provides a comprehensive course covering the purpose of syndicated lending, the motivations of participants and the key processes involved in successful syndications. We look in detail at the key role that syndication plays in Balance Sheet management in contemporary banking, as well as the important conduit provided by Collateralised Loan Obligations in facilitating participation by investors such as pension funds and other institutional investors. The key characteristics of different regional markets are highlighted, as are the regulatory implications of off-balance sheet refinancing transactions in different jurisdictions.
The principal participants in Loan Syndications are covered in detail, including the key role played by the Mandated Lead arranger. The processes required to ensure successful syndication are also covered, from the initial “beauty parade” through the Due Diligence process and disbursement of funds to the monitoring of the borrower during the life of the loan. We also examine the options available to bankers in structuring syndicated loans to balance the requirements of Borrowers against those of the lenders and investors comprising the syndicate.
We also cover the application of syndicated loans to finance specialists such as Project Finance and Leveraged Buyouts, as well as the principal types of syndication ranging from underwritten transactions through to “Best Efforts” and Club Deals. We look at the documentary requirements of syndicated loans as well as the process by which the legal agreements are formed and the protections afforded by the covenants included in the Loan Agreement. Finally we provide insights into the use of Loan Derivative products to manage risk and to tailor the profile of risk and return to match the needs of borrowers, lenders and investors.
Module 1 The Role of Banks in Debt Markets
- The key role historically played by banks in the global financial intermediation system
- Saved wealth transformation into transformed into productive capital used by firms and governments
- Critical role in the circular flow of income in modern economies.
- Contemporary pressure on banks to use their equity capital judiciously in an era in which Net Interest Margins are razor thins and banks are increasingly reliant on fee income to generate an acceptable return on equity capital
- Participation of other actors in the loan market: “'shadow banking”
- Regional dynamics: how syndicated lending is transacted in different banking markets
Module 2 Evolution of loan investment markets and “shadow banking”
- Bank loans as claims to scheduled interest and principal payments by borrowers
- Traditional position as Assets on a bank’s Balance Sheet funded by deposit base
- Contemporary requirement for the regulatory capital “buffer”
- The evolution of the “Shadow Banking” market from mortgage bonds through to the current participation by institutional investors
- The “symbiosis” of loan origination by banks and funding by investors not subject to regulatory capital constraints
- Facilitating participation by other parties: syndicated loan tranching strategies
Module 3: The role of structured debt vehicles such as Collateralised Loan Obligations
- Collateralised Loan Obligations (CLOs) as a conduit for institutional investor syndicate participation
- Aggregation of bank loan assets into portfolios within Special Purpose Vehicles (SPV)
- Role of SPVs in owning the Loan Assets and paying interest returns and principal amounts to investors
- Impact from a bank’s perspective in moving loans off its Balance Sheet, thereby releasing precious Regulatory Capital as well as enabling it to recycle the deposit funding used in the origination of the loans
- Creation of different priorities of claims over the loan assets’ cash flows via the SPV attracting different groups of investors and thereby reducing Borrowers’ overall cost of capital
Module 4: Market Structure
- Loan Syndication market as a hybrid of traditional corporate relationship banking and capital market sales and trading
- Dependence on Bookrunners’ distribution networks use to place participations with other lenders and investors
- Syndicated Lending as a close competitor to corporate bond issuance
- History of Loan Syndication from the default of Latin American governments on their syndicated loan obligations in the 1980’s to its current focus on corporate finance
- Syndicated lending’s critical role in the Leverage Buy-out market
- Broad division between higher and lower quality obligors: “High Grade” and “Leveraged Borrowers”
Module 5: Loan syndication transaction structures and key participants
Central role of the Mandated Lead Arranger prior to the disbursement of funds.
Key functions of the Mandated Lead Arranger,
- Appointing other banks to participate in the syndicate
- Carrying out Due Diligence on the borrower
- Shaping the structure of the transaction to match the Borrower’s requirements to the risk appetite of lenders and investors as closely as possible.
Role of Agent Bank after the disbursement of funds
- Acting as the “eyes and ears” of the syndicate
- Distributing cash flows to syndicate lenders and investors as payments are made by the Borrower
Module 6: Structuring the syndicated loan: mapping loan tranches to borrower requirement
Primary aim of Loan Syndication in providing a financing solution to meet the short and long term needs of the Borrower
Structuring simultaneous solutions to firms’ Working Capital and Capital Expenditure needs, as well as providing refinancing existing debt
Use of a range of different instruments such as
- Asset Backed Commercial Paper (ABCP), to finance Working Capital
- Term Loans and Fixed Rate debt instruments to finance and refinance Capital Expenditure.
The pitfalls of the “General Corporate Purposes” use of funds
Module 7: Specialist loan syndications: Project Finance and Leveraged Buy-outs
- The key challenges of Loan Syndication for Project Financing transactions
- Understanding the dynamics of Project Special Purpose Vehicles
- The Due Diligence requirement for Project Finance
Motivation and use of syndicated loans in Leveraged Buy-outs
Module 8: Types of deal: Underwritten, Best Efforts and Club Deals
Underwritten Deals vs Best Efforts transactions vs Club Deals
Availability of banks’ funding and capital
Cultural factors and expectations regarding the service provided to banks to their larger corporate clients.
Module 9: Regulatory impact: capital requirements and loan syndication
Key role of regulatory capital in contemporary banking
Structure of regulatory capital
Optimising the use of bank regulatory capital through Loan Syndication
Generation of fee income with lower regulatory capital requirement
Module 10: Types of Loan Facility comprising Loan Syndications
Interaction of Borrower’s financing requirements and the appetite of lenders and investors for the debt issued by the Borrower
Trade-off between flexibility of financing for the borrower vs cost
Taking a holistic view in Loan Syndication structuring:
- Revolving Facilities
- Term Loans
- Fixed Rate loans
- Loans in foreign currencies
Module 11: Documentation
- Critical role of documentation in risk management for lenders and investors
- Legal enforceability
Information Memorandum, including loan covenant restrictions
Module 12: Risk management and loan derivative products
- Role of Loan Derivatives in promulgating the development of the Loan Syndication market
- Risk management: the transfer of risk using loan derivatives and fine-tuning of exposures
- Loan Credit Default Swaps: evolution and current role
- Important role of of Synthetic Collateralised Loan Obligations, e.g. where the Borrower may be uncomfortable with his credit exposure being re-assigned to another lender