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Recent Developments With Loan Syndications

Are you appropriately drafting for inter-lender issues in the syndicated loan transaction?Legal counsel representing both borrowers and lenders are frequently asked to draft, for review, the central credit document for the syndicated loan transaction. While there are valuable precedents available, and a significant move toward standardized documentation, the preparation or review of these credit agreements is fraught with issues and risks that need to be understood, tailored to the transaction, and appropriately drafted for. This topic will equip the lawyer acting in this capacity to properly identify the risks specific to the transaction, make informed and reasonable suggestions for change to the structure of the loan transaction, composition and rights of the lending group, and appropriate protections for the borrower when dealing with the syndicated.


Runtime: 100 minutes
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Agenda

Key Syndication Terms, Documents and Issues

Role of the Agent(s)

  • One Agent or Multiple Agents for Different Roles?
  • Funding Mechanics
  • Will There Be a Note?
  • Multiple Tranches and Who Takes Part in Each?
  • Required Lender Concepts and Issues
  • Swingline Facilities
  • Flex, Equity Cure, and Other Negotiated Items
  • Defaulting Lender Provisions
  • Exercise of Remedies Upon Default
  • LSTA Model Credit Documents

How to Identify and Consider Inter-Lender Issues in the Syndicated Loan

  • Recognizing Issues in the Appointment of Lenders, the Syndicate, Including Filling Roles and Functions
  • How to Give Appropriate Rights to the Borrower and Each of the Lenders in the Lending Syndicate Including Priorities, Preferences and Participation
  • Recognizing the Issues for a Syndicate When Lenders Also Provide Other Products and Have Other Relationships
  • Recognizing and Documenting for Lender Requirements Including Defaulting Borrower, Defaulting Lender, Assignment and Participation

Balancing Syndicate Participant's Rights

  • How to Identify the Best Practices in Setting the Priority of Entitlement to Payments, Including Fees, Costs and Expenses
  • Negotiating Releases and Indemnities for Agents in Their Roles Within the Syndicate, Knowing Market Standards and Pitfalls
  • Understanding How to Integrate Appropriate Mechanics for the Advance Process Between the Borrower and the Agent, and the Agent and the Lenders
  • Recognizing and Incorporating Suitable Tools to Provide a Smooth Advance and Repayment Arrangement Including the Use of Swing Line, Letter of Credit, and Insurance Facilities
  • Recognizing and Drafting for Inequities That Can Arise From the Holding of Operating Accounts of the Borrower
  • Understanding the Standard Format Documentation
  • How to Recognize and Select Clauses From the Loan Syndication and Trading Association or the Loan Marketing Association (UK) Standard Format Clauses
  • Understanding Issues Which Can Arise From the Use of Standard Format Documentation and Developing a Panel of Workable Changes to Suggest
  • How to Structure the Guarantee and Security Panels When Using the Standard Format Documentation
  • Understanding How to Integrate Cross Border and International Provisions With the Standard Format Documentation
  • Knowing the Additional Clauses Which Should Be Considered to Deal With Gaps in the Model Credit Agreement Terms

Understanding the Issues That Require Consideration in the Drafting of the Inter-Lender Arrangements and Syndicated Loan Transaction

  • Understanding the Reason Why Syndicates Are Formed and the Issues to Be Identified as a Result
  • Learning How to Ensure That Regulatory Requirements Are Suitably Met by the Duties and Responsibilities of the Agent
  • Understanding How to Balance Risk Among the Syndicate Participants
  • Understanding the Need for Due Diligence as to the Agent, Co-Lenders, and the Borrower in the Syndicated Structure
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Applications have not yet been submitted for Delaware, Idaho, Kentucky, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on October 4, 2017.

Call 1-866-352-9540 for further credit information.

  • AK CLE 1.5
     
  • Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
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  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.5 credit hours in the area(s) of Areas of Professional Practice for 1.50 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
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The CLE Code is ONLY a requirement when applying for CLE Credit in New York. Other states do not need to supply the CLE Code to apply for CLE credit.

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

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Audio & Reference Manual

  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • GA CLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.5
     
  • NJ CLE 1.8
     
  • NV CLE 1.5
     
  • NY CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program format does NOT qualify, nor meet the National Standard for NASBA accreditation.

MP3 Download

  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.5
     
  • NJ CLE 1.8
     
  • NV CLE 1.5
     
  • NY CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program format does NOT qualify, nor meet the National Standard for NASBA accreditation.

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Why Lorman?

Over 30 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Alison R. Manzer

Alison R. Manzer

Cassels Brock & Blackwell LLP

  • Partner in the Financial Services Group with Cassels Brock & Blackwell LLP
  • Practice encompasses a broad range of commercial practice in the financial services sector, including financial institution regulation, corporate and commercial lending, asset-based financing, securitization and structured finance, private equity, project finance, asset finance and leasing, business reorganization, syndicated lending and related areas
  • Practice involves multijurisdiction transactions where she has expertise in the structuring requirements of financing, investment and securitization transactions to solve taxation, conflicts of laws, document structure, currency and rate issues, among others
  • Elected as a Fellow of the American Bar Foundation
  • Active with the American Bar Association (Chair - Project Finance and Development; Programs), Immediate past president Association of Commerical Finance Attorneys
  • Lectured and written extensively on legal matters, particularly dealing with financial institution issues
  • Wrote Canada/U.S. Commercial Law Guide; A Guide to Canadian Money Laundering Legislation; The Bank Act Annotated; A Practical Guide to Canadian Partnership Law; the banking chapters of the CCH Canadian Commercial Law Guide; a book on banking and credit relationships, several chapters for Falconbridge on mortgages; Asset Based Lending in Canada; Law International Finance and Halsbury's Laws of Canada; Banking and Finance and Practice Advisor (banking and lending), Project Finance Canada, all published by national legal text publishers
  • Recognized in the Canadian Legal Lexpert Directory each year starting with its first publication in areas including structured finance, asset/equipment finance and leasing and banking and financial institutions; recognized as a leading lawyer by Chambers Global for banking and finance, The Best Lawyers in America for equipment finance law, the Guide to the World's Leading Banking Lawyers, and the Guide to the World's Leading Women in Business Law (banking and finance); in addition, pre-eminently rated from Martindale-Hubbell Law Directory
  • Completed the Canadian Securities Course and the advanced securities programs, Canadian Investment Finance I and II with the Canadian Securities Institute
  • Adjunct Professor - Osgoode Hall Law School (International Finance)
  • LL.B. law degree; M.B.A., LL.M. (banking and financial services); B.Sc. Hon. (biochemistry); MSc. (Bus Res)
James C. Schulwolf

James C. Schulwolf

Shipman & Goodwin LLP

  • Partner at Shipman & Goodwin LLP
  • Represents senior and mezzanine lenders, institutional investors, venture capital investors including SBICs, private equity funds, emerging growth companies and private companies in financing, investment, leasing, acquisition, corporate, licensing and restructuring transactions
  • Advises clients with respect to structuring, negotiating, and closing complex financing, investment, and acquisition transactions, and also advises clients, including municipalities, universities, and nonprofit entities with regard to interest-rate swaps and hedging transactions
  • Past chair of the Commercial Finance Committee of the American Bar Association's Business Law Section and currently a member of the Business Law Section Council
  • Experience includes the representation of senior and mezzanine lenders in complex commercial, asset-based, and acquisition financings; SBICs and venture capital funds; emerging growth companies; buyers, sellers and sponsors; and institutional investors in direct investments, fund of funds investments, and investments in private equity funds
  • Recognized authority on drafting and negotiating intercreditor and subordination agreements on behalf of senior and subordinate lenders and is the author of "Controlling Your Destiny-Key Issues in Subordination and Intercreditor Agreements", The Secured Lender, and "Financing the Family-Owned Business"
  • Lectures frequently on issues relating to commercial and mezzanine lending, intercreditor issues, loan syndications and participations, venture finance, and venture capital investment
  • J.D. degree, New York University School of Law, B.A. degree, cum laude, Amherst College
  • Can be contacted at 860-251-5949, fax 860-251-5311 or [email protected]
Jeffrey A. Wurst, Esq.

Jeffrey A. Wurst, Esq.

Ruskin Moscou Faltischek PC

  • Partner at Ruskin Moscou Faltischek PC
  • Chair of the firm's Financial Services, Banking, & Bankruptcy Department
  • Fellow of the American College of Commercial Finance Lawyers
  • Listed amongst Super Lawyers and AV Rated by Martindale-Hubbell
  • Expertise in commercial finance matters including syndications, C&I, asset-based lending, leasing and factoring transactions, including bankruptcy matters, workouts and turnaround situations that may result from such transaction
  • Regularly called upon by secured lenders to represent them in the structuring, negotiation and documentation of loan transactions, both traditional and complex, as well as when their commercial borrowers experience financial distress and seek protection under Chapter 11 of the Bankruptcy Code
  • Recognized for his defense of lender-liability actions and similar proceedings brought against commercial lenders as well as his representation in disputes between commercial lenders
  • Admitted to practice in the courts for the State of New York as well as the federal district courts for the Southern, Eastern, Western and Northern Districts of New York; also admitted in the Northern District of Texas, Northern District of Illinois, and the Eastern District of Michigan and is admitted to practice before the Second, Third and Fourth Circuit courts of appeal
  • Member of the American Bar Association serving on its Commercial Financial Services and Legal Opinions Committees, the American Bankruptcy Institute, the New York State Bar Association, the Association of Commercial Finance Attorneys, serving on its Board of Directors, past Chair of the New York Institute of Credit and is past vice president of the Turnaround Management Association Global and a founding member and past president of the Long Island Chapter of the Turnaround Management Association
  • Frequent writer and lecturer on loan syndications and other topics of interest to lenders
  • Blog: www.WurstCaseScenario.com, the Commercial Finance Newsletter is followed by thousands of readers
  • J.D. degree, magna cum laude, Jacob D. Fuchsberg Law Center of Touro College; B.A. and M.A. degrees, Hofstra University
  • Can be contacted at 516-663-6535, via fax at 516-663-6735 or [email protected]
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Product ID: 400977
Published 2017
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