This course is split into two modules, Loan Documentation & Advanced Loan Documentation:
- Loan Documentation: 4-5 March - £1,795
- Advanced Loan Documentation: 6-8 March - £2,495
Attend both modules for a total price of £3,250 - A saving of over £1,000!
Course overview
The Loan Documentation part of the course will cover all aspects of a loan transaction, concentrating particularly on the agreement itself and on the legal implications of a properly drafted and incorrectly drafted document.You will be taken step-by-step through the process of documenting a loan, from the early stages of pre-contractual issues, letters of commitment and written offers, through to administrative provisions, representations, covenants, defaults, transfer provisions, guarantees and the eventuality of insolvency.
The Advanced Loan Documentation section builds on the first, focusing on the more structural and commercial side of the loan agreement and will give delegates more opportunities to practice making and responding to comments on the documents. The course is highly interactive covering a substantial range of topics including structural issues, contractual support arrangements, key clauses in the loan agreement, the loan agreement in different commercial contexts and legal issues that arise in financing.
How this course will help you
You will:
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Be guided through the essential elements of various loan transactions
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Learn how to negotiate representations, covenanand events of default from both a lender's and a borrower's perspective
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Gain a thorough understanding of the real value of security
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Recognise pre-contractual issues and the legal
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nature of a letter of commitment
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Improve your knowledge of interbank markets and basic administrative provisions
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Become familiar with the standard 'boilerplate' provisions
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Be able to deal with the transfer of loan obligations
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The loan agreement in different commercial contexts
Who should attend
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In-house lawyers in financial institutions
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Bankers concerned with the negotiation of loans
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Bank executives involved in the documentation of loans
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Lawyers in private practice who advise clients on loan agreements
- Corporate counsel
Day 1
Introduction: the most ommon structures of loan ransactions
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Single banks and syndicated loan
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Term loans and revolving credit acilities
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Single currency and multi-currency facilities
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Loan and guarantee facilities
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Secured and unsecured facilities
Workshop 1: Common expressions used in international banking
Term sheet
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What issues should it address
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How much detail should it contain
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Is it intended to create a legally binding commitment
Interbank markets
Loan agreement overview
Workshop 2: Common terms of the loan agreement – administrative provisions
Workshop 3: Common terms of the loan agreement continued
Day 2
Loan transfers
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Novations
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Assignments
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Guarantees
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Underwriting
Syndicated loans
Due diligence
Guarantees
Guarantees
Workshop 4: Common expressions used in international banking continued
Other security
Day 3
Review of key loan agreement issues
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“Relevant companies”
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Conflict between representations, conditions precedent, undertakings and events of default
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The pari passu clause
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The negative pledge
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The cross default clause
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The material adverse change clause
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Linking the loan to the borrower’s rating
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“Material”, “reasonable” worth the debate?
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Grace periods
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Prepayment events
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Subjectivity and control in the context of events of default
Workshop 5: Repeated representations
Key loan agreement issues
Day 4
The loan agreement in different commercial contexts
Comparison of provisions appropriate to a corporate risk, project risk and/or an asset risk.
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Drawdown
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Financial ratios
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Undertakings
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Defaults
Workshop 6: Review comments from a borrower on a loan agreement and consider the bank’s response
Review workshop
Key legal issues
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Basic points
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Types of claim and remedies
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Governing law and jurisdiction
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What courts have jurisdiction to deal with disputes in an international context? What law will they apply?
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Bank/agent liabilities
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Misrepresentation
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Agents and trustees
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Fiduciary duties
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Conflicts of interest
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Clawback/unenforceability
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In what circumstances might obligations be avoided or become unenforceable?
Day 5
Workshop 7: Participants will be given a scenario and asked to spot the legal issues
Structural issues
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Damages and debt – what are the differences?
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Strructural subordination
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Substitutes for guarantees
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Commitments to inject capital
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Comfort letters
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Put options, leases, offtake agreements and other contractual support
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Contract assignments
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Security on bank accounts
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Security, title financing and recharacterisation
Workshop 8: Participants will review key terms of a contract which a bank is proposing to take as security and identify issues which need to be resolved
Structural
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The Course Director is an English solicitor with over 20 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 for 2 years. She was head of professional development at Herbert Smith. She has been highly recommended as one of the leading experts in her field by Legal 500 and by Chambers. She is the author of “International Loan Documentation” and is a highly sought after trainer.
Courses run by this instructor
Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.