The Anatomy of a ‘Plain Vanilla’ Lending Transaction

Introduction

Even the most straightforward lending transactions have a lot of moving parts. It’s not just the law you have to worry about to reach a successful conclusion, but also a whole wide range of both basic and complex transaction management issues. Even without the need to negotiate, it can be difficult to get all of these completed to the finish line at the same time.

Any failure to do so can result in delayed completions, increased costs, unwelcome consequences for linked transactions and, most importantly and to be avoided at all costs, unhappy clients and partners.

This introductory level virtual classroom seminar will focus on the project management aspects of a simple bilateral secured debt transaction. It will especially focus on how you can avoid issues through proactive steps and analysis, propose and implement solutions, and help to ensure you avoid most of the common and costly problems before they arise. It will also help you to plan for problems and, as a direct result of your actions and skills, be at least one step ahead all the way and hence help ensure a successful transaction for all.

What You Will Learn

This live and interactive session will cover the following:

• Term Sheet or a Heads of Terms - which do you use and why, and what should go into it and what should not?
• Useful tool or an unhelpful straight jacket?
• Using it to drive and not hinder the deal
• Agreement/documentation of quantum of all foreseen fees and related scopes of work
• Due diligence - who does what and to whom?
• Defining the correct scope
• KYC/AML
• Corporate and key individual checks (compliance and financial)
• Title checks
• On going or threatened legal actions
• Environmental reports
• Existing financial and secured position
• Document negotiation
• Key stakeholders - roles and appointments
• Corporate
• Facility
• Security
• Inter Creditor Issues - engaging with third parties
• When and how?
• Who pays and when?
• Confidentiality and existing covenant issues
• Building in other necessary or desirable elements - acquisitions, disposals, equity investments, MBOs, specific financial covenants
• Regulatory requirements in certain sectors
• Consumer Credit
• EU Green Loan Market
• Aviation and Marine
• Others
• Overseas/Extra Jurisdictional issues
• Which are relevant and which are not?
• Conditions Precedent and Subsequent
• They need to be smart
• Identify potential blockers
• Brokers’ letters
• Completion undertakings
• Security releases
• Funds flow
• Completion - electronic execution - good, bad or appropriate?
• Role of escrow agents (monetary and documentary)
• Post Completion Filings
• Who does and who pays?
• When?
• Which ones can you preapprove and tee up in advance?
• Billing and Recovery
• Who, when, where and how?

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.