Syndicated Finance Transactions: Documentation and Trading, Key Provisions, LSTA Forms
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Wednesday, November 10, 2021
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will examine the critical provisions of credit agreements and secondary trading documents currently used in the loan syndication market. The panel discussion will focus on standard loan forms promulgated by the Loan Syndications and Trading Association (LSTA). LSTA trading confirmations and related documents are accepted forms in the industry. The panel will also discuss contrasts with the Loan Market Association (LMA) forms used in European transactions.
Ms. Nand represents commercial, cooperative, development and investment banks, as well as hedge funds, sponsors, sovereign wealth funds and Fortune 500 companies in leveraged finance transactions. She has structured, drafted and negotiated over $40 billion of syndicated loan, commercial paper and project financings. Ms. Nand has served as lead counsel on numerous transactions, including cross-border credit facilities, securitizations, syndicated loan transactions, credit-linked notes, convertible debt facilities, private placements, joint venture financings and debtor-in-possession credit facilities. Ms. Nand is a fellow of the American College of Commercial Finance Lawyers.
Ms. Virmani works with the LSTA’s Primary Market Committee and Trade Practices and Forms Committee on legal projects for the development, standardization and revision of the LSTA’s documentation and is also involved in resolving secondary loan market trading disruptions. In addition, she participates in the LSTA’s advocacy efforts, including comment letters and engagement with regulators.
Ms. Marsh is Deputy General Counsel for the LSTA. She heads the LSTA’s Primary Market Committee and Trade Practices and Forms Committee and leads the legal projects for the development and standardization of the LSTA’s documentation. Ms. Marsh is responsible for responding to and addressing secondary loan market trading disruptions and ensuring that the LSTA's primary market and trading documentation reflects current market practices. She regularly speaks on the loan market at American Bar Association events, and is a Regent of the American College of Commercial Finance Lawyers and a Fellow of the American Bar Foundation.
In the past 30 years, the corporate loan market has changed dramatically. Where banks used to lend to corporate borrowers and keep those loans on their books, loans today are typically allocated and sold to other institutional lenders and investors. This broader investor base has brought remarkable growth in the volume of loans originated in the primary market and subsequently traded in the secondary market, facilitated in part by the standardization of loan and trading documentation.
Counsel should have a thorough understanding of how various credit facilities are structured for syndication and trading. Repayment, prepayment and pricing terms, reps and warranties, multi-lender provisions, assignment and participation conditions, events of default, and other essential provisions must reflect investor concerns.
The LSTA has created form loan documents including a Revolving Credit Facility for Investment Grade Borrowers (Oct. 2017), an Incremental Facility Amendment (April 2018), and Model Credit Agreement Provisions for use in leveraged finance and other transactions, which provide a good starting point for documenting a primary loan.
Standardized trading procedures and documentation are other components of an efficient and liquid syndicated loan market. Over the years, the LSTA has published a suite of secondary trade documents that parties can use to evidence and settle loan trades--these have gained broad acceptance in the industry. Finance counsel must understand how the arranger allocates loans and how they are subsequently traded, the role of the administrative agent, and the associated documentation.
Listen as our authoritative panel discusses current legal trends and documentation in loan syndication, as reflected in the LSTA primary lending and trading forms. The panel will also analyze some of the differences between the U.S. and European markets, as informed by the LMA forms.
- Brief history of loan syndication
- Types of credit facilities available for syndication
- Multi-lender and other investor concerns
- LSTA loan forms: key provisions
- Secondary trading documentation and procedures
- Comparison to European LMA forms
The panel will review these and other issues:
- What kinds of credit facilities are appropriate for syndication? What kinds are not?
- How does the anticipated syndication of a loan to multiple lenders impact the provisions in loan documents?
- To what extent do the LSTA Form of Revolving Credit Facility and Model Credit Agreement Provisions reflect standard documentation in the industry? Should counsel use them as a starting point?
- What is the role of the arranger in syndicating a commercial loan?
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