Loan Market Association mandate letter—commentary on MAC clause
Loan Market Association mandate letter—commentary on MAC clause

The following Banking & Finance guidance note provides comprehensive and up to date legal information covering:

  • Loan Market Association mandate letter—commentary on MAC clause
  • LMA mandate letter
  • The LMA MAC provision
  • Why include a MAC provision?
  • Preamble to the LMA MAC provision
  • The business MAC—sub-clause (a) in the LMA MAC clause
  • Inability to perform obligations—sub-clause (b) in the LMA MAC clause
  • The market MAC—sub-clause (c) in the LMA MAC clause
  • MAC clauses on an acquisition financing

LMA mandate letter

Mandate letters are typically signed at the start of a transaction, and are often attached to an agreed term sheet. The purpose of the mandate letter is to set out the terms of the engagement between the borrower and the financial institutions that will be acting as mandated lead arrangers (MLAs), bookrunners (who will manage primary syndication) and, if the offer is underwritten, the underwriters.

The issues the mandate letter will cover include:

  1. the formal appointment of the financial institutions acting as MLAs, bookrunners and underwriters

  2. any conditions to the offer by the financial institutions to arrange, manage the syndication of and underwrite the transaction (the offer), one of which will typically be no material adverse change (MAC) to the market, the borrower's business or its ability to perform its obligations under the mandate and finance documents, and

  3. syndication, including market flex, front running and clear market provisions

For more information, see Practice Notes: Mandate letters, Drafting and negotiating mandate letters in loan transactions and Mandate letters in syndicated loan transactions.

The Loan Market Association (LMA) has two forms of mandate letter, underwritten and best efforts.

In an underwritten mandate, the underwriters agree that they will provide the debt needed for the transaction (or an agreed proportion) whether they are able to find other lenders to participate or not.

In a best efforts transaction, the MLAs simply agree that they will use their best efforts to find enough lenders to lend the amount that the borrower is looking for.

For more information on the LMA precedent mandate letters, see Practice Note: Loan Market Association mandate letter—commentary.