Dentons

This Practice Note explains the structure of borrowing base facilities and their key terms. It covers the key risks for lenders in borrowing base facilities and the key terms of a facility agreement for a typical borrowing base transaction. This Practice Note also covers the key issues to consider when taking security in a typical borrowing base facility, including taking security over the borrowing base assets, security over rights to payment and other contractual rights and security over collection accounts.

This Practice Note has been archived and is not maintained. The UK has introduced The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (VABEO). The UK’s VABEO replaced the Vertical Restraints Block Exemption Regulation 330/2010 (VBER 2010) in the UK on 1 June 2022. The European Commission has introduced the Vertical Block Exemption Regulation 2022/720 (VBER 2022). The VBER 2022 replaced the VBER 2010 in the EU on 1 June 2022. The UK’s VABEO and EU’s VBER 2022 (and their accompanying 2022 guidance/guidelines) make significant changes to the treatment of most-favoured nation (MFN) clauses. This Practice Note was written prior to the introduction of the UK’s VABEO and EU’s VBER 2022. MFN clauses, also referred to as price relationship agreements, can fall within the scope of competition law and examines their treatment by the European Commission and national competition authorities prior to the 2022 law changes.

This Practice Note provides a snapshot of the key aspects of the Directive 2001/42/EC on the assessment of the effects of certain plans and programmes on the environment (the EU SEA Directive). It covers the scope of plans and programmes subject to the Directive, criteria for determining likely significant effects on the environment, and the procedure for environmental assessment pursuant to the EU SEA Directive (including the contents of the environmental report and consultation and monitoring requirements).

This Practice Note introduces the medium scale (up to circa 20 megawatt electric) ‘gas peaking’ electricity generation projects becoming increasingly prevalent in Great Britain. It also explains the key subsidy/support mechanisms (such as the Capacity Market, balancing services, and embedded benefits) that are making such projects attractive to developers and suitable for project financing.

This Practice Note focuses on the pensions aspects of the City Code on Takeovers and Mergers and explains the pensions issues which arise on a transaction to which the Code applies.

This Practice Note explains the structure of a typical pre-export finance (PXF) facility and the key risks for lenders in such transactions. It also examines the key terms of a typical facility agreement in PXF transactions, including provisions about the production and regulation of the commodity being financed and the offtake contracts, and the standard documentation produced by the LMA for PXF transactions. This Practice Note also covers the key issues to consider when taking security in a typical PXF transaction, including security issues relating to the offtake contracts and taking security over the collection accounts.

This Practice Note explains the structure of a typical prepayment finance facility and the key parties involved. It explains the contractual structure of the financing arrangements (ie the prepayment contract and the offtaker loan agreement and their key terms). It also covers risk apportionment between the lender and the offtaker and the key issues to consider when taking security in a typical prepayment finance transaction.

This Practice Note outlines the key features of collective investment vehicles that invest in unlisted (or public to private) companies. It addresses tax considerations, fund structure and documentation, fund life cycle, management fees and carried interest and relevant UK regulatory measures.

This Practice Note looks at the mechanism of set-off in the context of construction where it is often used, in building contracts and sub-contracts, to manage cash flow (by offsetting opposing financial claims). It examines the types of set-off (legal, equitable, insolvency and contractual), how set-off works in practice and the distinction with abatement. It also offers practical tips regarding set-of (and the exclusion of set-off) in construction contracts, and considers the effect of the HGCRA 1996 on the use of set-off.

This Practice Note provides guidance on Strategic Environmental Assessments (SEAs) under the Environmental Assessment of Plans and Programmes Regulations 2004 in England and Wales, which require a formal environmental assessment of certain plans and programmes. It covers: relevant law; when SEA is required; contents of the environmental report; consideration of alternatives; publicity and consultation for SEA; adoption of the plan or programme; and monitoring of environmental effects.

This Practice Note explains the extent to which the pension rights of transferring employees transfer on a private sector outsourcing, in the light of the Transfer of Undertakings (Protection of Employment) Regulations 2006 and relevant case law (eg Beckmann, Martin, Procter & Gamble). This Practice Note also looks at contractual ways of dealing with transferring rights, related employee communications and post-transfer employer obligations.