Facility agent definition

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Ireland—Signing off on the documentary conditions precedent in a loan transaction

Ireland—Signing off on the documentary conditions precedent in a loan transaction Each of the documentary conditions precedent (CPs) to funding must be satisfied (or waived) before funding can take place. Who signs off on the documentary CPs? Once all of the documentary CPs have been satisfied (or waived), the lender (or, in syndicated transactions, the facility agent) will usually be required by the terms of the facility agreement to confirm to the borrower, in writing, that this is the case. However, whether the documentary CPs have been satisfied will have been determined by a number of factors: legal, commercial and factual issues will have been addressed by a combination of the lender(s) and the lawyers acting for the lender(s). Therefore, signing off on the documentary CPs will involve both the lender(s) and lawyers. It is important, however, to note that the final commercial decision on whether to lend is made by the lender(s) rather than their lawyers. Role of the lawyers for the lender(s)—issuing a CP satisfaction letter Finding a...

Bridge to bond facilities

Bridge to bond facilities What are they? A bridge to bond facility is a type of acquisition financing where the buyer requires the certainty of a fully committed financing package, but which is intended to be replaced in the future with a mid- to long-term financing in the form of high yield bonds. In markets where acquisitions typically do not have a financing condition, a bridge financing package (which is available to be drawn if necessary) is often a key component to a successful bid. This Practice Note focuses on bridge to high yield bond financing. However, investment-grade borrowers also commonly use bridge facilities for acquisitions. Bridge commitments for investment-grade borrowers differ in many ways, including: lower pricing, much less restrictive covenants (the terms often follow the borrower’s existing credit facilities) and the securities demand mechanic may not be included (or if included, it may only be triggered by ratings downgrade). Bridge commitments for investment grade borrowers may also have longer maturities (or extension rights exercisable by...

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Arrangement fee letter: for use with a syndicated facility agreement in an acquisition finance transaction

Arrangement fee letter: for use with a syndicated facility agreement in an acquisition finance transaction [To be printed on the headed paper of the arranger[S]] [insert date] To: [insert full name and address of [parent]] Dear [insert full name of parent] We refer to the facilities agreement dated [insert date of facility agreement] between [insert full name of the parent] as the Parent, the subsidiaries of the Parent listed in [insert Schedule containing borrowers‘ details] as Original Borrowers, the subsidiaries of the Parent listed in [insert Schedule containing guarantors‘ details] as Original Guarantors, the financial institutions listed in [insert Schedule containing lenders’ details] as Original Lenders, [insert full name of arranger[s]] as the Arranger, [insert full name of facility agent] as the Agent, [insert full name of security agent] as Security Agent, [insert reference to any other parties] as amended, novated, supplemented, restated or replaced from time to time in accordance with its terms (the Facilities Agreement). 1 This is the Fee Letter setting out the arrangement fee payable by...

Ireland—Conditions precedent satisfaction letter: for a bilateral facility agreement—lender’s lawyer to lender

Conditions precedent satisfaction letter—lender's lawyer to lender This is a precedent conditions precedent satisfaction letter for use by the law firm acting for the Lender in respect of a bilateral facility under which the law firm confirms to the Lender in writing that it has received signed copies of the various documentation in the agreed form following its review of the documentary conditions precedent. The nature of conditions precedent Facility agreements include specific conditions which need to be satisfied before funding will occur. These conditions are known as conditions precedent (CPs). They are not conditions to the facility agreement coming into effect. They are conditions precedent to lending. Conditions precedent are included to provide the lender with a mechanism to ensure that: • certain documentary matters are dealt with, and • certain factual circumstances exist, before funds are made available to the Borrower. Letter of confirmation The form of confirmation that a law firm will be able to give will depend on the type of condition precedent being signed off....

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USA—Trust Company can email docs in US$149m Ukraine award dispute

Law360, London: A Manhattan federal judge has granted Madison Pacific Trust Ltd's request to let it serve a petition for the enforcement of a US$149m arbitral award against the founders of a Ukrainian grain exporter via email, finding that their physical whereabouts are unknown.