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Loan Documentation School
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“It gives you a thorough understanding of the fundamentals of international loan documentation”
Head, Rizal Commercial Banking Corporation
“Well structured and clear. Excellent trainer!”
VP, BNP Paribas Singapore
This Loan Documentation School is made up of two separately bookable modules:
Loan Documentation School: Module 1- Loan Documentation (Day 1-3)
Loan Documentation School: Module 2 - Advanced Loan Documentation (Day 4-5)
'Loan Documentation' is a three day intensive course which 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, highlighting the commercial issues which they give rise to. You will be taken step-by-step through the documentation, from the early stages of offer letters, through to administrative provisions, representations, undertakings, defaults, transfer provisions, guarantees and security
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:
- Recognise the legal nature of a letter of commitment
- 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 provisions and the regulatory issues which help to shape them
- 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
- Learn what legal opinions do and do not do and their role in the due diligence process
'Advanced Loan Documentation' builds on the content of the first module - 'Loan Documentation' and it focuses in more depth on key aspects of the loan agreement including an opportunity for delegates to debate some of these key clauses in a highly practical workshop. The course also covers the rest of the documentation package, including the legal, structural and intercreditor issues necessary for a full and speedy understanding of the package as a whole.
This module takes place over two days and builds on Module 1 - our ever popular “Loan Documentation” program. This module gives delegates the opportunity to debate some of the key clauses in the loan agreement (and discussed in Module 1) in a highly practical workshop. For this purpose delegates will be expected to have a working knowledge of the key clauses and issues listed in the section on prerequisites
The course also looks at how the commercial context will affect the documentation - focusing in particular on project and asset finance and at the intercreditor arrangements.
This course will help you
- Consolidate your understanding of the commercially important points in the documentation package
- Improve your understanding of intercreditor agreements and of the different types of subordination and
- understand the key features of asset and project based loans
- Master the important legal issues which commonly arise in a financing transaction including what can go wrong, where, and how to minimise the risks of this happening
- Learn what legal opinions do and do not do and their role in the due diligence process
Note - A good level of spoken and written English is required to attend this course. Delegates should be of an intermediate standard in English at a minimum. Please refer to the Common European Framework of Reference for Languages - as a guide the level required is B2.
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Day 1
Introduction- The most common structures of loan transactions
- Single banks and syndicated loans
- Term loans and revolving credit facilities
- Single currency and multi-currency facilities
- Loan and guarantee facilities
- Secured and unsecured facilities
Pre-Contractual Issues- What issues should it address?
- How much detail should it contain?
- Is it intended to create a binding legal commitment?
Risk free rates and LIBOR transition
This session will involve consideration of risk free rates and the transition from LIBOR
Withholding Tax
Here we will look at withholding tax, double taxation treaties, and the consequences for the loan documentation.
Overview and Administrative Provisions
This session will involve an overview of the loan agreement and how it is structured to protect the lender, and an examination of the "mechanical" provisions of a typical loan agreement, such as the payments clause and the procedures to be followed on drawdown.- Drawdown procedures
- Repayment and prepayment
Representations- Delegates will consider the purpose of the representations. Typical representations will be considered, including common comments from either side.
Day 2
Repeated Representations
We will review the homework, the impact of repeating representations, and the interrelations between different parts of the document, both in a term loan and in a revolving credit.
Undertakings and Events of Default
Typical undertakings and events of default will be discussed, including:- Financial covenants
- Pari passu
- Negative pledge
- sanctions
- Cross default
- Material adverse change
- “Default”
Glossary of Terms
Delegates discuss the meanings of common terms used in this field
'Boilerplate' Provisions and Loan Transfers- Set-off clause
- Indemnities
- Agency clause
- Pro-rata sharing clause
- Loan transfers
- Novations
- Assignments
- Sub participations
- Credit Derivatives
Day 3
WorkshopCalculate the likely recoveries of different classes of creditors in a winding up
Key features of a security document
Workshop – application of funds clauses
Impact of security on the documentation and on the transaction process
Different types of security will be considered, including:- Liens
- Pledges
- Charges (fixed and floating)
- Mortgages
- Title as an alternative
Guarantees- The important provisions of a typical guarantee will be examined as will:
- Commercial benefit and transactions at an undervalue
- Common provisions of a guarantee
- Similar instruments such as indemnities, standby letters of credit and advance payment bonds
Review of Key Loan Agreement Issues- “Relevant Companies”
- Default, Events of Default and remediable Events of Default
- Conflict between representations, conditions precedent, undertakings and events of default
- The pari passu clause
- The negative pledge
- The cross default clause
- The material adverse change clause
- “material”, “reasonable” worth the debate?
- Grace periods
- Prepayment events
- Subjectivity and control in the context of events of default
- Comparison of asset finance, corporate finance and project finance based loan agreements
Day 5
Workshop
Participants will consider a number of borrower’s comments on the Loan Agreement. This exercise will highlight key topics within Representations, Undertakings, Events of Default, and Boilerplate, including- Repeated Representations
- Negative Pledge
- No Disposals
- Cross Default
- Material Adverse Change
- Transferability
Key Legal Issues- Governing law and jurisdiction
- What courts have jurisdiction to deal with disputes in an international context? What law will they apply?
Clawback/unenforceability
In what circumstances might obligations be avoided or become unenforceable?- Financial assistance
- Ultra vires
- Commercial benefit
- Preferences
- Transactions at an undervalue
- Registration
- Penalties
- Administration
- Interference with contracts
- The role of the legal opinion
- Subordinated debt and subordinated security
- Different methods of subordination of debt
- The issues to be addressed by an intercreditor agreement
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Our Tailored Learning Offering
Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.
If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.
We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.
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We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.
We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:
- Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
- Track record – 10/10 of the world’s largest banks have chosen us as there training provider and we have delivered training across the largest banks and have trained over 25,000 professionals.
- Knowledge – our 100+ strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
- Reliability – if we promise it, we deliver it. We have delivered over 25,000 events both in person and online, using simultaneous translation to delegates from over 99 countries.
- Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 4.2/5 on service and 4.7/5 on Coursecheck
Instructor
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Biography
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 assistants at Norton Rose for 2 years. Sue has been highly recommended as one of the leading experts in her field by the Legal 500 and by Chambers.She was the Head of Professional Development at Herbert Smith and is now running an independent training consultancy, specialising in international banking.
