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1. The group of lenders participating in a syndicated loan facility.
2. A collection of investors pooling resources to conduct business.
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Articles (non-leveraged investment)—checklist Objects Is it necessary or appropriate for the company to restrict its objects? If the company was incorporated before 1 October 2009, check if any of the objects stated in its memorandum of association need deleting (by way of a members’ special resolution). Application of model articles Determine if the model articles are to apply to the company. If the company was incorporated before 1 October 2009, consider whether Table A should still apply (if not previously amended). Determine what, if any, of the model articles should not apply to the company. Board of directors How many directors will be on the board? Which of the founders will be directors? How many directors will the investor have the right to appoint to the board? What is the quorum for board meetings? Does the chair (or another director) have a second or casting vote? Are fees payable to the investor directors and/or chair? If so, what are they? Set out administrative matters relating to the board (eg frequency...
Issuing notes (drawdowns) under a medium term note (MTN) programme—timeline of process Introduction The process for setting up a medium term note (MTN) programme is set out in Practice Note: Setting up an MTN Programme—timeline of process. This Practice Note focuses on the process for an issuance of notes (known as a drawdown) under an MTN programme (a programme) once the programme has been established. Type of drawdown A programme will usually provide for two types of drawdowns: • a drawdown agreed by the issuer and a dealer (a dealer drawdown), and • a drawdown agreed by the issuer and a group (or syndicate) of dealers (a syndicated drawdown) In addition, a programme will usually allow additional dealers to accede to the programme, either as permanent members of the dealer panel or for the purposes of a single drawdown. Notification to dealer(s) The issuer notifies the dealer(s) that it intends to drawdown under the programme—this can be done by way of a term sheet or by way of an...
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The difference between bilateral and syndicated loansA bilateral loan involves a borrower (and sometimes other companies in the borrower's group as guarantors and/or security providers) and a single lender.Where a single lender is unwilling or unable to advance the full amount required by the borrower, the borrower may look to two or more lenders for a loan to meet its needs. In a syndicated transaction, two or more lenders agree to make loans to a borrower on common terms which are set out in a single facility agreement entered into by all of the parties.Types of syndicationThere are three main types of syndicated loan:•underwritten deals where the arrangers guarantee to lend the entire commitment and subsequently look to syndicate the loan. If the loan is not fully subscribed, the underwriters will have to lend the rest of the money themselves•best-effort deals are not underwritten by the arrangers but they simply undertake to do their best to find other lenders to provide the total commitment. The borrower therefore does risk not...
Finance party default—lenders It isn’t only borrowers that can get into financial difficulties. Failure by a lender to meet its lending commitments under a loan agreement could have severe implications for the borrower, who may not be able to meet its own financial commitments. It is also likely to have knock on effects for other lenders who may find the borrower’s ability to make repayments is impacted. The Loan Market Association’s (LMA) recommended form of senior multicurrency term and revolving facilities agreement (compounded rate/term rate) for leveraged acquisition finance transactions (LMA leveraged facilities agreement), and the other LMA leveraged finance facilities agreements, contain provisions to help counteract some of the potential problems that may arise on syndicated facilities in the event that a finance party is at risk of not meeting its obligations. While the LMA recommended forms of investment grade documentation do not include the provisions, parties may decide to include them in other syndicated facility agreements. The standard form documentation is available to LMA members on the...
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Funder definition
NEC4 PSC—Form of Agreement and Z clauses Agreement in relation to [insert brief details of the works/project] at [insert address of works] (Incorporating (inter alia) the NEC4 Professional Services Contract 2017 with January 2019 Amendments, October 2020 Amendments and January 2023 Amendments as modified and supplemented in the manner indicated in this Agreement and the Schedules hereto). This Agreement is made on the [insert number] day of [insert month] 20[insert year]. Parties 1 [insert name of the Client] (company registration number [insert number]) whose registered office is situated at [insert address of the Client] (‘the Client’), 2 [insert name of the Consultant] (company registration number [insert number]) whose registered office is situated at [insert address of the Consultant] (‘the Consultant’) Background (A) The Client wishes for certain works, namely [insert brief details of the works/project] as more particularly described in this contract, to be executed. (B) The Client wishes to appoint the Consultant and the Consultant has agreed to be appointed in accordance...
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Should an employer insist that a consultant exercises ‘all’ reasonable skill and care? Does the inclusion of ‘all’ impose a higher duty of care? Under section 13 of the Supply of Goods and Services Act 1982 (SGSA 1982) a consultant (as a professional) providing services must do so with 'reasonable skill and care'. The statute does not require the exercise of 'all reasonable skill and care'. However, the parties can choose to impose a higher duty than this (SGSA 1982, s 16(3)(a)). There is no settled meaning of the specific term 'all reasonable skill and care' as opposed to 'reasonable skill and care'. There are cases considering whether a party has exercised reasonable skill and care, and the general meaning of reasonable skill and care, however, none of these look at the particular impact of adding the word 'all'. Within judgments, the two expressions appear to be used interchangeably: even where the contract at the centre of litigation refers to 'all reasonable skill...
What steps should be taken to identify the personal representatives of a deceased shareholder where notice needs to be served on the shareholder in connection with a voluntary striking off application? Under section 1003 of the Companies Act 2006 (CA 2006), the Registrar of Companies may strike a company’s name off the register on application by the company. A company which makes such an application must, within seven days from the date on which the application is made, provide a copy to a list of prescribed persons including each member of the company (CA 2006, s 1006(1)). For further details on the voluntary strike off process, see Practice Note: Voluntary striking off and dissolution. Does the personal representatives of a deceased shareholder need to receive notice of a striking off application? When a shareholder dies, his shares automatically vest or ‘transmit’ in their personal representatives by operation of the law of succession. Subject to anything to the contrary in the articles of association of the relevant company,...
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Law360, London: A London court has ordered the owner of a property in Piccadilly Circus to repay more than £640,000 it overcharged tenant Picturehouse Cinemas by loading insurance premiums for the premises with top-end broker commissions for the landlord to pocket.
Arbitration analysis: The underlying proceedings concern an application by the claimant (‘TICL’) for an interim anti-suit injunction (‘ASI’) against the defendant (‘GIC’). GIC applied for a stay pursuant to section 9 of the Arbitration Act 1996 (the AA 1996). Eventually, TICL was granted anti-suit relief, made final on 21 January 2025. Permission to appeal was sought by GIC, and refused by Nigel Cooper KC, sitting as a High Court Judge. What is particularly interesting about this case is how permission to appeal was refused notwithstanding that a prior judge (Mr Houseman KC) had given permission on the same point in related proceedings (and indeed the defendant in that case was granted a stay), and another judge (Mr Hancock KC) held that an appeal on the same grounds had a ‘real prospect of success’. Ultimately, permission to appeal which was sought on two grounds was refused. Costs fell in the usual way in TICL’s favour, being the overall winner, but this decision is notable for the judge taking a ‘cautious’ approach...
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