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Potential Pitfalls in Borrowing Base Transactions

 

Understand the basics of ABL credit agreements and the best practices for compliance.

When negotiating a credit agreement, several factors, including the borrower's risk profile and credit ratings, impact the breadth of the affirmative, negative and financial covenants imposed on the borrower. However, some of the most burdensome credit agreements are asset-based lending (ABL) credit agreements. The heart and soul of ABL lending is the collateral, and thus, ABL credit agreements often provide for intense lender monitoring and supervision because the borrowing base is tied to eligible assets. Under such a strict regime and without good advice from counsel, it is not uncommon for borrowers to trip an unintended default. This topic will highlight the basics of ABL credit agreements, including common provisions and pitfalls, and provide lawyers and treasury professionals with specific areas on which to focus review during negotiations. This information will also help ensure that the persons responsible for administering ABL credit facilities understand best practices for compliance with their complex provisions.

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Potential Pitfalls in Borrowing Base Transactions

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Potential Pitfalls in Borrowing Base Transactions

Faculty

Kimberly MacLeod

Kimberly MacLeod

Hunton Andrews Kurth LLP

  • Partner with Hunton Andrews Kurth LLP
  • Practice areas include banking and finance, lending services, capital markets and securities, finance and restructuring, servicing rights financing and securitization, energy finance and securitization
  • Practice focuses on the representation of corporate borrowers in both cash flow and asset-based financings
  • Significant experience with negotiating and documenting on behalf of borrower and lender clients revolving, bridge and term loan facilities, including acquisition financings, recapitalizations and going private transactions
  • Also represents residential mortgage servicers and lenders in financing servicing advance receivables and servicing rights; additionally, she advises borrowers and lenders in debtor-in-possession financings, troubled loans, workouts and restructurings
  • Frequently speaks and writes on topics related to her practice
  • Selected among Profiles in Diversity Journal’s 2018 Women Worth Watching; Leaders in the Law, Virginia Lawyers Weekly, Class of 2017; selected among Virginia Lawyers Weekly’s 2010 “Influential Women of Virginia”; named among Virginia Business’ 2010 Legal Elite (business law); and selected in Rising Stars (banking), Virginia Super Lawyers, 2007 and 2008
  • Member, Virginia Bar Association and Richmond Bar Association; Leadership Metro Richmond, Class of 2013; member of the Board of Directors of Boaz & Ruth; member of the Board of Directors of Positive Vibe Foundation; member of the Mid-Atlantic Innocence Project Board of Directors and Screening Committee; and chair, Hunton Andrews Kurth LLP Pro Bono Committee
  • J.D. degree, cum laude, University of Richmond School of Law; B.A. degree in political science, University of North Carolina
  • Can be contacted at 804-788-8529 or [email protected]
Hillary Patterson

Hillary Patterson

Hunton Andrews Kurth LLP

  • Law Clerk* with Hunton Andrews Kurth LLP (*admitted in Virginia)
  • Practices areas include banking and finance, lending services, capital markets and securities, finance and restructuring, energy finance and securitization
  • Practice focuses on commercial lending, loan workouts and restructurings and business law
  • Represents borrowers and lenders in connection with revolving, bridge and term loan facilities, with an emphasis on the representation of public and portfolio company borrowers in both cash-flow and asset-based financings
  • Represents borrowers and lenders in connection with revolving, bridge and term loan facilities, with an emphasis on the representation of public and portfolio company borrowers in both cash flow and asset-based financings
  • Has spoken and written on topics of relevance to her practice
  • Member of the Virginia State Bar; Virginia Bar Association; Richmond Bar Association; Leadership Metro Richmond, Class of 2018; and member, Screening Committee, Mid-Atlantic Innocence Project
  • J.D. degree, magna cum laude, executive board member, moot court board, McNeill Law Society, University of Richmond School of Law; B.A. degree in economics, cum laude, Wake Forest University
  • Can be contacted at 804-787-8133 or [email protected]
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Potential Pitfalls in Borrowing Base Transactions

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