Session One – Overview of preliminaries

  Loan types

• Uncommitted v Committed facilities
• Overdrafts, receivables and other lines
• Bilateral, syndicated and club deals
• Term – amortising, balloon and bullet, revolver, standby and swingline
• Fee types: front end, commitment, utilisation
• Margins – pricing matrices, ratings-based

  Lender types – banks v institutional investors
  Borrower type – parent/holdco and subsidiaries
  The syndicated loan process, agent and arranger roles

Session Two - Loan documentation, Part One

•   Borrower’s and lender’s goals
•   The overall structure of the documentation
•   The Confidentiality letter
•   Conditions precedent, initial - e.g. authority, board resolution – and continuing
•   Representations and warranties, what they cover, when they need to be repeated, how borrowers try to limit them

Session Three – Loan documentation, Part Two

  Authorisations

•   Information – requirements, non-public information
•   Confidentiality and carve-outs
•   Financial covenants – maintenance and incurrence, calculations
•   Compliance certificates, amendments and waivers
•   Pari passu, security and negative pledge, what it applies to, exceptions
•   Financial indebtedness, how it is defined
•   Disposals and change of control
•   Costs – LIBOR v a bank’s base rate and hedging, break and mandatory costs, indemnities
•   Tax – withholding tax, gross-up and qualifying lenders

Session Four – Loan documentation, Part Three

•   Transfers, of lender and obligor
•   Events of Default, cross-default, acceleration and cross-acceleration and how they relate
•   Guarantees
•   Set-off
•   Lender default

Course Conclusion