This course will be run using meeting rooms technology.  To find out more contact learning@euromoney.com

 

Start time each day will be 9am BST (British Summer Time) 

 

Module 1 - Loan Documentation 

 

Day 1

Introduction

 

• Financing choices
o debt/equity;
o loan markets/capital markets;
o long term debt/current liabilities

 

• Loan types
o single bank /syndicated;
o term/revolver;
o project/corporate/asset/limited recourse;
o loan/l/c/guarantee facilities

 

Key Issues

 

We will discuss the overarching issues which lenders and borrowers will be watching out for when reviewing the documentation – followed by a workshop where participants will discuss key issues in practice
• Certainty
• Robustness
• Scope
• Money issues
• Control
• Other?

 

Break

 

Interest

 

• 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

 

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

 

Lunch break
 Administrative Provisions

 

• Issues with Definitions
o Circularity
o Moving definitions
o Operative provisions
o Uncapitalized definitions
o Multiple application
o context

 

• Some key definitions
o Break costs
o Default
o Defaulting Lenders
o Financial Indebtedness
o GAAP
o Group
o Majority Lenders
o continuing

 

Break

 

• Mechanical Provisions
o Drawdown and conditions precedent
o Prepayment
o Sanctions
o Increased costs
o Change of control

 

• Workshop

 

Participants will discuss and explain expressions commonly used in international finance

Day 2

 Representations

 

• Purpose

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

 

Repeating representations

 

Including a workshop to identify the impact of repeating representations and the interrelation between repeating representations and other parts of the document

 Break
 Undertakings

 

• Information Undertakings
• Financial ratios
o Purpose
o Limitations
o Common ratios

 

• General Undertakings including
o negative pledge and
o no disposals
Lunch break

 

Events of Default

 

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

Break
 Boilerplate

 

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

 

Module 2 - Advanced Loan Documentation 

Day 3

 

Intercreditor Arrangements
 • Subordination
o structural
o equitable;
o contractual
o By time?
o By security?

 

Break

 

• Issues to be addressed in the agreement
• Review extracts from intercreditor agreements

 

Lunch break
 Loans in different contexts
 

Comparison of key clauses and issues from asset based lending; project based lending and corporate based lending. We will focus on the drawdown provisions, the financial ratios and the undertakings

 

Break
 What can go wrong?
We will highlight common legal issues which give rise to problems in structuring and documenting loans including discussion of the international aspects and legal opinions. The aim is to enable participants to identify areas which could give cause for concern and which might need particular attention during the due diligence process
o Financial assistance
o Ultra vires
o Commercial benefit
o Preferences
o Transactions at an undervalue
o Registration
o Penalties
o Administration
o Interference with contacts

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.

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