Euromoney Learning On-Demand

Learn about every aspect of finance, delivered through one-off videos and in-depth pathways

VAT is applicable on virtual programmes to delegates attending from the UK*. If participating from the EU, a valid VAT number is required to ensure VAT will not be charged under the reverse charge mechanism. VAT is not applicable to attendees from all other countries.

*For virtual courses ran through our Asia office, VAT may be applicable to HK and Singapore residents only. Find out more by contacting learning@euromoney.com

Claiming Back Your VAT

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Can I claim back the VAT myself?
You can claim back VAT directly from the UK Tax Authority (HMRC) by completing the following form.
For European clients, please refer to form VAT 65.
All other clients, please refer to form VAT 65A.

You may also be able to claim back your VAT against courses taking place outside of the UK, and we would recommend contacting VAT IT, our specialist partner, to discuss how to do this.

Loan Documentation School (Modular Course)

Understand the documentation of a loan transaction and it's legal requirements

“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

Our new, Virtual Loan Documentation School (Modular) consists of two separately bookable modules, tailored for virtual delivery with exercises, workshops, polls, group discussions and lots of interactivity built in to help delegates get the most out of the classes and interact with the trainer and other delegates in the virtual world.

Module 1: Loan Documentation
Module 2: Advanced Loan Documentation

Module 1 focusses on the core loan agreement in the context of unsecured lending and Module 2 builds on that, with more extensive workshops on the loan agreement as well as discussion of the other documents in a loan financing package – the security, intercreditor arrangements and legal opinions – so as to give an in depth understanding of the whole documentation package.

Delegates wanting to book module 2 only will need to have a working knowledge of the topics covered in module 1 as explained further in the discussion of prerequisites for Module 2 below.

Loan Documentation
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, focusing 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
- Withholding 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
Advanced Loan DocumentationThis module takes place over two short (5 hours) 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. Finally, it also covers the other documents in a loan financing package – the security, intercreditor arrangements and legal opinions and the issues which those documents address.

This course will help you
- Consolidate your understanding of the commercially important points in the documentation package
- Appreciate the linkage between different documents in the financing package
- Master the important legal issues which commonly arise in a financing transaction including what can go wrong, where, and how to minimize the risks of this happening
- Improve your understanding of intercreditor agreements and of the different types of subordination
- understand the key features of asset and project based loans and
- understand the impact of security on the documentation and on the transaction process
Prerequisites
Delegates will need to have a working knowledge of the following topics. These topics will either not be covered at all on this course, or, where they are discussed, the discussion will be at a detailed level, requiring participants to already understand the basics. If you are unfamiliar with any of these please attend the “Loan Documentation” course first.
- Title financing (or quasi security)
- Default (as opposed to Event of Default)
- “continuing” Events of Default
- LIBOR discontinuation and replacement
- Withholding tax and the gross up clause
- FATCA
- The role of the representations and repeating representations
- Negative pledge
- Pari passu
- Cross default
- Material adverse change clause
- The role of the Agent in a syndicated loan
- Methods of transferring loans
- Reservation of rights letters
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.
This course will be run using meeting rooms technology. To find out more contact learning@euromoney.com

Start time each day will be 9am GMT (Greenwich Mean Time)

This course is made up of 2 modules

Module 1 - Loan Documentation
Module 2 - Advanced Loan Documentation

Day 1

Introduction - 1 hours
- Financing choices
- Loan types
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 hours
- 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
- Some key definitions
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
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
- General Undertakings including
Day 3

Events of Default - 2 hours
- Big Picture
Workshop - 1 hour

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

Boilerplate - 1 hour
- Loan transfers
- Agent’s role and protections
- Anti estoppel clause and reservation of rights letters
Day 4

Intercreditor issues - 1.5 hours
- Subordinated debt and subordinated security
- Different methods of subordination of debt
- The issues to be addressed by an intercreditor agreement
- Review clauses from an intercreditor agreement
Security - 1.5 hours
- Workshop
- application of funds clauses
- Impact on documents and transaction
- Types of security
- Guarantees
Due diligence and legal opinions - 1 hour
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 contacts
Day 5

The Loan Agreement in different contexts - 1.5 hours
- Structural issues
- Corporate, project and asset finance
Loan Agreement Workshop - 2.5 hours
- Review borrower’s comments on a loan agreement and decide on lender’s response
- Review workshop
What law applies?

Types of legal opinion
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

This course can be run as an In-house or Tailored Learning programme

Learn More

Instructor

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.

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Course details

Euromoney Learning On-Demand

VAT on Virtual and Online Programmes

Claiming Back Your VAT

Loan Documentation School (Modular Course)

Our Tailored Learning Offering

Instructor

Biography