Understanding Loan Documents and Security - Free Training Course Extract скачать в хорошем качестве

Understanding Loan Documents and Security - Free Training Course Extract

For a Free trial of this course (21 videos - 3 hrs 30 mins) Visit: https://bpal-global.com/offer/ulds Instant access. No credit card needed OVERVIEW The course focuses on the content and terminology of example loan documents and their intended consequences. The types of loan, the structure of a loan agreement and the types of security are explained. CONTENT OF THE COURSE The type of loan will determine its use Committed or Uncommitted Facility – when is the bank obliged to lend? Overdraft – is it repayable on demand? Term Loan – precise terms for repayment Revolving Credit Facility – minimum & maximum periods, amounts, notice & tranches Roll-Over – is it automatic or will it be prevented by a technicality? Limitations on transferability – Bilateral, Club or Syndicate loans Syndicated Facility – arrangers, syndicate members, underwriters & lead managers Administrative Agent & Security Trustee- duties & liabilities Ideal Objective of the Lender – repayment on the due dates with no trouble & no risk Ideal Objective of the Borrower – don’t call me, I’ll call you Negotiating Result? – changes with the state of the capital markets Structure of a loan agreement The Loan Market Association – source of lender friendly documents Recommended Standard Clauses – operating, monitoring & boilerplate clauses Negotiating an LMA Agreement – soft and hard provisions The Use of a Term Sheet – what is it for and is it legally binding? The Purpose of the Loan – the use of funds is determined by a wide or narrow definition Conditions of Utilisation & Drawdown – the utilisation request & conditions precedent Costs – commitment fee, margin, LIBOR & mandatory cost (MLA formula) Interest Periods – the selection notice & the calculation of business days Representations & Warranties – how they differ from a sale & purchase agreement Covenants – financial, non-financial & information covenants & a negative pledge Permitted Security Interests – preservation of commercial flexibility Events of Default – what they are, what the lender can do & how they can be diluted Grace Periods – extra time usually permitted by the lender Cross-Default – an early warning for the lender, possibly commercially damaging MAC Clause – a sledgehammer for use in a wide or narrow context Qualifying a MAC clause – negotiating subjectivity, reasonableness and materiality Acceleration Clause – a lender’s right rapidly to terminate the loan Other Events of Default – e.g. change of control & illegality Material Adverse Effect – what does it mean & how is it defined? Types of security Possession: Actual or Constructive? – pledges & liens Ownership – mortgages & a bone fide purchaser for value without notice Rights – fixed charges, floating charges & crystallisation Guarantees & Indemnities – guarantor’s rights & lender’s protective clauses Comfort Letters – the purpose and effect of a non legally binding document Taking Security Debentures – charge the core assets of the business Charge the Book Debts – Brumark & Spectrum Intellectual Property, Plant & Machinery, Subsidiaries, Goodwill – secure the lot Further Assurance Clause – lender’s power retrospectively to perfect the security Power of Attorney – an essential safeguard if a relationship breaks down Reviewing the document Lender’s Principal Concerns – check that six areas have been fully covered Three Stages of Protection – before drawdown, after drawdown & termination Borrower’s Principal Concerns – assess certainty of outcome & control of the business Redraft any LMA Standard Clauses – the first draft will not be borrower friendly Legal Opinion – only a statement that the job has been completed with due diligence? Lender’s & Borrower’s Final Check Before Signature – has the wood obscured the trees? About Roger Baden-Powell Barrister and Stockbroker. Roger Baden-Powell qualified as a barrister and joined Joseph Sebag & Co., London stockbrokers. He was a partner of the firm, head of equity research, a Member of the London Stock Exchange and was seconded for two years as the London Stock Exchange Representative to the Executive of the City Panel on Take-overs and Mergers. Corporate Adviser and Investment Manager From 1981-1987, he was a partner of Baden-Powell, Chilcott & Co., a City of London corporate finance and investment management firm. Investment Banker From 1988-95, he was with Bank Mees & Hope NV, a Dutch merchant bank, and was CEO of t UK corporate finance and investment management and executive chairman of UK private client stockbrokers, Shaw & Co.. Corporate Adviser and Trainer Since 1996, he has been a director of Baden-Powell Associates Limited (BPAL). See testimonials: http://bpal-global.com/testimonials. His most popular courses are now available, either individually or as the "Corporate Advisers’ MasterClass" (130 videos with 33 hours of training). Learn more at https://bpal-global.com