What’s new in the Second Edition
After eight years, this second edition of the Practitioners’ Guide to Syndicated Lending both updates the first edition and supplements it with a new chapter dedicated to the regulation and capital treatment of loans, and a glossary, which is particularly aimed at those still new to the language of syndicated lending. Although not initially intended as a text book, the hard cover and longevity seem to be taking it in that direction.
The second edition has updated case references (including references to the cases which have quoted from the first edition of the Guide) and brings the reader up to date on the market and legal developments since 2009, such as the return of “cov-lite” and the changes to LIBOR sourcing.
Why read this Guide?
The exalted ambition of this book is to provide the reader with an understanding of the fundamental commercial and legal principles that are the basis for syndicated lending across the range of corporate borrowers, from the most creditworthy to the not-so-creditworthy, and from those with the most bargaining power to those with the least.
So do read this Guide if you:
- want to understand why syndicated loans are used and how they work;
- want to understand the spectrum of creditworthiness represented by corporate borrowers;
- are trying to understand why certain provisions are or should be included in syndicated loan agreements;
- are wondering how lending syndicates are established, change their composition, vote and deal with problems.
This Guide is not intended to:
- assert what “market practice” may be for use in a negotiation (but you will find the rationale to support many reasonable arguments);
- provide a model template or annotated loan agreement (but see the “Reverse Engineer” in Appendix 2 which provides an easy link between the text of this Guide and the clauses of a loan agreement);
- be an alternative to hiring experienced counsel or financial intermediaries or advisers (but it will help you get the most out of them).
The book explores the following topics:
- Getting Started - Why Use a Syndicated Loan?
- Basic Principles of Syndicated Lending: Financing Through the Risk Spectrum
- Capital Adequacy and Bank Supervision
- Enhancing the Credit
- Interactions with other Creditors: Subordination and Intercreditor Arrangements
- Adding Bells and Whistles - Letters of Credit and Other Facility Types
- Agreeing the Business Deal
- How to Sell the Deal
- When do the Lenders have to Lend
- Making the Loan – the Theory and Mechanics of Syndicated Lending
- Trading the Loans and Commitments
- Protecting the Credit without Strangling the Business
- When Can the Lenders Get Their Money Back and What If They Don’t Want It?
- Syndicate Democracy in Good Times and Bad
- Defaults and Restructurings: What Happens When it All Goes Wrong
- Variations on a Theme: Key Issues in Different European Jurisdictions (France, Germany, Italy)
- How Things are Different Outside Europe: USA/Asia
- The Future as it looked in 2009; The Future as it looks in 2017