Loan Documentation

3 days 28-30 Jun 2017, London United Kingdom £3,350.00 + VAT* Download brochure Add to basket
3 days 10-12 Jul 2017, Bridgetown Barbados $3,500.00 Download brochure Add to basket
3 days 20-22 Sep 2017, London United Kingdom £3,350.00 + VAT* Download brochure Add to basket
2 days 13-14 Nov 2017, Singapore Singapore $3,850.00 Download brochure Add to basket
3 days 6-8 Dec 2017, Paris France 4,020.00 + VAT* Download brochure Add to basket

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Overview

"Excellent training which has improved my knowledge of the documentation, given the context of clauses and taught me how to think ‘like a lawyer’." - Past Attendee, Scotiabank

"It’s amazing how you make it possible to learn so much within just a few days." - Past Attendee, National Savings & Credit Bank Zambia

 
Course Overview

This three-day intensive 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. The course will provide a clause-by-clause analysis of loan documents, including standing 'boilerplate' provisions and a workshop on common banking expressions.

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.

By attending this course, you will fully understand the legal implications of a properly drafted and incorrectly drafted document.  

You will:

  • Be guided through the essential elements of various loan transactions
  • Learn how to negotiate representations, covenants and events of default from both a lender’s and borrower’s perspective
  • Gain a thorough understanding of the real value of security
  • Recognise pre-contractual issues and the legal nature of a letter of commitment
  • Improve your knowledge of interbank markets and basic administrative provisions
  • Become familiar with the standard ‘boilerplate’ provisions
  • Understand the concept of due diligence
  • Be able to deal with the transfer of loan obligations
  • Master common banking expressions

 

"It enabled me to better understand the LMA and its clauses. I would recommend it." - Past Attendee, Danske Bank

 

Who should attend

This course is ideally suited for:

In-house lawyers in financial institutions
Bankers concerned with the negotiation of loans
Bank executives involved in the documentation of loans
Lawyers in private practice who advise clients on loan agreements
Corporate counsel

Instructors

We work with a series of expert instructors, please select the course location of interest to review the credentials of who will be delivering the programme.

London
Sue Wright - Loan Documentation Masterclass
Sue Wright 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 and is now running an independent legal consultancy specialising in training in international banking transactions and structured finance.

Sue 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.
Paris
Sue Wright - Loan Documentation Masterclass
Sue Wright 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 and is now running an independent legal consultancy specialising in training in international banking transactions and structured finance.

Sue 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.
Bridgetown
Sue Wright - Loan Documentation Masterclass
Sue Wright 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 and is now running an independent legal consultancy specialising in training in international banking transactions and structured finance.

Sue 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.
Singapore
Sue Wright - Loan Documentation Masterclass
Sue Wright 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 and is now running an independent legal consultancy specialising in training in international banking transactions and structured finance.

Sue 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.

Venue

London

Hotel in Central London

All  courses are held at four or five star venues in Central London, Zone 1. We strive to provide you with a training environment of the highest quality, to ensure that the whole learning experience exceeds your expectations.

Your training venue will be confirmed by one of our course administrators approximately 3-4 weeks before the course start date.

Bridgetown

Barbados Hotel

This program takes place on a non-residential basis at a central Bridgetown, Barbados hotel. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the program. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

 


 

Singapore

4-5 Star Hotel in Singapore

All of our courses are held in 4 – 5 star hotels, chosen for their location, facilities and level of service. You can be assured of a comfortable, convenient learning environment throughout the duration of the course.

Due to the variation in delegate numbers, we will send confirmation of the venue to you approximately 2 weeks before the start of the course. Course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

Paris

Centrally located hotel in Paris

This programme takes place on a non-residential basis at a hotel in central Paris. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

Related Courses

Inhouse


 

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.

To find out more about running this course in-house:





Our Tailored Learning Offering

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.

inhouse-learn-more

We can offer any of our public courses delivered at your office or we can devise completely tailored solutions:


Read more about our offering or complete a call back request to speak to a learning specialist.

 

Agenda

Agendas are localised, please select your preferred location.

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?

 
Workshop: Libor Funding and Broken Funding Costs

This session will involve consideration of how the Eurocurrency interbank markets work and the consequences in the documentation in terms of:

  • Interest rates and interest periods
  • Broken funding costs (and profits)
  • Default interest

 
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.

 
Homework Exercise:
As homework, participants will consider whether certain activities are prohibited by the loan documentation; and if so; which provisions are relevant.

 
 
 
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.

 
Covenants and Events of Default

Typical covenants and events of default will be discussed, including:

  • Purpose
  • Financial covenants
  • Cross default
  • Material adverse change
  • 'Default'

 
Glossary of Terms

 
'Boilerplate' Provisions and Loan Transfers
 
Typical covenants and events of default will be discussed, including:

  • Set-off clause
  • Indemnities
  • Agency clause
  • Pro-rata sharing clause
  • Loan transfers
  • Novations
  • Assignments
  • Sub participations
  • Derivatives

 
Homework Exercise:
Calculate the likely recoveries of different classes of creditors in a winding up.

 
 
Day 3

 
Review of Homework Exercise

 
Security and Quasi Security

Different types of security will be considered, including:

  • Liens
  • Pledges
  • Charges (fixed and floating)
  • Mortgages
  • Title as an alternative

We will also consider the different insolvency regimes in the UK and the circumstances in which security may be set aside (or enforcement restricted) under English law.

 
Guarantees
 
The important provisions of a typical guarantee will be examined as will:

  • The important provisions of a typical guarantee will be examined as will:
  • Commercial benefit and transactions at an undervalue
  • Common provisions of a guarantee

 
Due Diligence

  • What issues are relevent?
  • Where to conduct due diligence
  • Legal opinions

 
Course Summary and Close

Day 1


Introduction

INTRODUCTION: The most common structures of loan transactions

  • Single banks and syndicated loan
  • Term loans and revolving credit facilities
  • Single currency and multi-currency facilities
  • Loan and guarantee facilities
  • Secured and unsecured facilities

Pre Contractual Issues

TERM SHEET:

  • What issues should it address
  • How much detail should it contain
  • Is it intended to create a legally binding commitment



LIBOR funding and broken funding costs


This session will involve consideration of how the Eurocurrency interbank markets work and the consequences in the documentation in terms of

  • Interest rates and interest periods
  • Broken funding costs (and profits)
  • Default interest


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 some 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.

Homework briefing

As homework, participants will review a specimen loan agreement t identify conflicts between different provisions

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


COVENANTS AND EVENT

Typical covenants and events of default will be discussed, including

  • Purpose
  • Financial covenants
  • Cross default
  • Material Adverse Change
  • “Default”

COVENANTS AND EVENTS OF DEFAULT (contd.)

GLOSSARY OF TERMS

BOILERPLATE PROVISIONS AND LOAN TRANSFERS

  • Set-off clause
  • Indemnities
  • Agency clause
  • Pro rata sharing clause
  • Loan transfers
    - Novations
    - Assignments
    - Sub participations
    - Derivatives

Homework Exercise -  Calculate the likely recoveries of different classes of creditors in a winding up

Day 3


SECURITY

Review Homework

SECURITY AND QUASI SECURITY

Different types of security will be considered, including

  • liens
  • pledges
  • charges (fixed and floating);
  • mortgages
  • title as an alternative
  • security on contracts


SECURITY AND QUASI SECURITY (contd.)

GUARANTEES

  • Commercial benefit and transactions at an undervalue
  • Common provisions of a guarantee


DUE DILIGENCE AND WHERE TO DO IT

  • What issues are relevant?
  • Where to conduct due diligence
  • Legal opinions
End of Course


Day 1


Introduction

INTRODUCTION: The most common structures of loan transactions

  • Single banks and syndicated loan
  • Term loans and revolving credit facilities
  • Single currency and multi-currency facilities
  • Loan and guarantee facilities
  • Secured and unsecured facilities

Pre Contractual Issues

TERM SHEET:

  • What issues should it address
  • How much detail should it contain
  • Is it intended to create a legally binding commitment



LIBOR funding and broken funding costs


This session will involve consideration of how the Eurocurrency interbank markets work and the consequences in the documentation in terms of

  • Interest rates and interest periods
  • Broken funding costs (and profits)
  • Default interest


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 some 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.

Homework briefing

As homework, participants will review a specimen loan agreement t identify conflicts between different provisions

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


COVENANTS AND EVENT

Typical covenants and events of default will be discussed, including

  • Purpose
  • Financial covenants
  • Cross default
  • Material Adverse Change
  • “Default”

COVENANTS AND EVENTS OF DEFAULT (contd.)

GLOSSARY OF TERMS

BOILERPLATE PROVISIONS AND LOAN TRANSFERS

  • Set-off clause
  • Indemnities
  • Agency clause
  • Pro rata sharing clause
  • Loan transfers
    - Novations
    - Assignments
    - Sub participations
    - Derivatives

Homework Exercise -  Calculate the likely recoveries of different classes of creditors in a winding up

Day 3


SECURITY

Review Homework

SECURITY AND QUASI SECURITY

Different types of security will be considered, including

  • liens
  • pledges
  • charges (fixed and floating);
  • mortgages
  • title as an alternative
  • security on contracts


SECURITY AND QUASI SECURITY (contd.)

GUARANTEES

  • Commercial benefit and transactions at an undervalue
  • Common provisions of a guarantee


DUE DILIGENCE AND WHERE TO DO IT

  • What issues are relevant?
  • Where to conduct due diligence
  • Legal opinions
End of Course


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?

 
Workshop: Libor Funding and Broken Funding Costs

This session will involve consideration of how the Eurocurrency interbank markets work and the consequences in the documentation in terms of:

  • Interest rates and interest periods
  • Broken funding costs (and profits)
  • Default interest

 
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.

 
Homework Exercise: 
As homework, participants will consider whether certain activities are prohibited by the loan documentation; and if so; which provisions are relevant.

 
 
 
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.

 
Covenants and Events of Default

Typical covenants and events of default will be discussed, including:

  • Purpose
  • Financial covenants
  • Cross default
  • Material adverse change
  • 'Default'

 
Glossary of Terms

 
'Boilerplate' Provisions and Loan Transfers
 
Typical covenants and events of default will be discussed, including:

  • Set-off clause
  • Indemnities
  • Agency clause
  • Pro-rata sharing clause
  • Loan transfers
  • Novations
  • Assignments
  • Sub participations
  • Derivatives

 
Homework Exercise: 
Calculate the likely recoveries of different classes of creditors in a winding up.

 
 
Day 3

 
Review of Homework Exercise

 
Security and Quasi Security

Different types of security will be considered, including:

  • Liens
  • Pledges
  • Charges (fixed and floating)
  • Mortgages
  • Title as an alternative

We will also consider the different insolvency regimes in the UK and the circumstances in which security may be set aside (or enforcement restricted) under English law.

 
Guarantees
 
The important provisions of a typical guarantee will be examined as will:

  • The important provisions of a typical guarantee will be examined as will:
  • Commercial benefit and transactions at an undervalue
  • Common provisions of a guarantee

 
Due Diligence

  • What issues are relevent?
  • Where to conduct due diligence
  • Legal opinions

 
Course Summary and Close

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