This Practice Note discusses Term Loan B (TLB) facilities which frequently appear as a tranche of senior facilities in syndicated loans in leveraged financings. TLBs are an established feature in the US market and increasingly used in the European lending market for institutional investors. This Practice Note explores the structure of a typical TLB facility and how it differs from that of traditional leveraged loans in Europe before looking at its key features. This Practice Note assumes some knowledge of leveraged finance. For introductory information, see: Introductory guide to acquisition finance. For an explanation of common terms, see Practice Note: Glossary of acquisition finance terms and jargon. What is a Term Loan B? The term 'Term Loan B' or 'TLB' (short for Term Loan Bullet) is used in the lending market to refer to a tranche of senior secured credit facilities made available to a borrower that is designed to be syndicated in the institutional loan market.

Construction analysis: The Court of Appeal held that a term was implied into a construction contract (a JCT Standard Building Contract) requiring the employer to ‘use all due diligence’ to obtain planning approvals. Further, it rejected the Technology and Construction Court’s (TCC) conclusion that, if the local planning authority acted unreasonably, then neither the employer or contractor could claim against the other in respect of any resulting loss or delay.

An order for periodical payments (maintenance) in family proceedings that is limited to a specific period of time, ie a 'term'.

This Practice Note discusses using term risk free rates (RFR) in loan agreements. It covers: • which term RFRs are available and their use cases • term Secured Overnight Financing Rate (Term SOFR) and the Loan Market Association (LMA) Facilities Agreements • EURIBOR and Term €STR, and • some points to consider when using term Sterling Overnight Index Average (Term SONIA) For: • information about using compounded RFRs in loan agreements, see Practice Note: Interest provisions in risk-free rate based loan agreements • information about the concept of interest in a facilities agreement, and the different kinds of interest rates available, see Practice Note: Introductory guide to interest in loan agreements • our material, presented in an easy to navigate interactive toolkit, see: toolkit • information on the key issues on LIBOR transition, see Practice Note: Introductory guide to LIBOR transition • a list of developments for each LIBOR currency in relation to the transition, see the: LIBOR developments tracker What term RFRs are available and when can they be used? The

Terms sheets are preliminary agreements that precede substantive contract negotiations. They are also be referred to as: heads of agreement or heads of terms, letters of intent; pre-contract protocol or memoranda of understanding. They provide an outline of the commercial deal agreed between the proposed parties to a contract rather than detailing the finer points.

Term sheet for a bilateral facility for a borrower incorporated as a limited liability company in England and Wales with or without security/a guarantee In relation to a proposed £[•] term loan facility to be provided to [insert name of borrower] by [insert name of lender] (the Parties). Date [•] 20[•] This term sheet is indicative only and is intended as a guide to what will be included in final documentation. It is not an offer to provide the facility. Provision of the facility is subject to satisfactory due diligence, credit committee approval and satisfactory final documentation. The terms in this letter are not exhaustive and [with the exception of []] are subject to contract and not intended to be legally binding on the Parties. 1 Parties Borrower [insert name of borrower] Lender [insert name of lender] [ Parent ] [[insert details of the parent company of the borrower, if a guarantee is being given by the Parent]] [ Guarantor ] [[[the Parent OR insert

Timing Loan transactions typically start with the term sheet (also known as heads of terms) and mandate phase. During this stage of the transaction, the parties will enter into confidentiality arrangements, agree the key terms of the transaction and establish their roles in the deal. The length of this phase will vary considerably, depending on the complexity and nature of the deal. How detailed a term sheet is will vary—sometimes only key commercial terms will be set out, with other terms such as representations and undertakings referred to in brief only (eg ‘usual representations’). Other term sheets, especially in certain specialist transactions such as leveraged finance transactions, will be extremely detailed. A full and detailed term sheet agreed at the start of a transaction can help to reduce future time and costs when later negotiating the terms of the loan and security documentation. What happens during this stage of the transaction? The parties exchange confidential information At the very initial stages of a potential transaction, the parties will be looking to exchange

This Practice Note provides introductory information on term sheets in lending transactions. It discusses: • the circumstances in which term sheets are used in lending transactions • when term sheets will be legally binding • key issues in negotiating term sheets for both borrowers and lenders, and • key provisions of term sheets, including those in the Loan Market Association (LMA) recommended form of term sheet For a more detailed commentary on the LMA investment grade term sheet, see Practice Note: Loan Market Association investment grade term sheet—commentary. For practical guidance on negotiation points in term sheets, see Practice Note: How to draft and negotiate a LMA investment grade term sheet. For a precedent term sheet for a bilateral lending transaction, see Precedent: Term sheet (for a term loan facility): single company borrower—bilateral—with or without security or a guarantee. For a precedent term sheet for use in a syndicated transaction, see Precedent: Investment grade term sheet (for a term loan facility): single company borrower—syndicated—with or without guarantees. For information

Term sheets in leveraged finance transactions are generally extensively negotiated, and include a lot of the detail which will eventually be included in the full finance documentation. In this respect, they differ from term sheets for more general purpose loans, which tend to be less detailed. When shown to a buyer attached to a signed mandate letter, leveraged finance term sheets are seen as an indicator of a buyer’s ability to proceed with the acquisition. For more information on term sheets generally, including a discussion on when they may be legally binding, see Practice Note: Term sheets in lending transactions. Term sheets themselves are not typically 'fundable'. In other words, further documentation is required before funds can be drawn. This may be full documentation or an Interim loan agreement. This Practice Note is intended as an introductory guide to term sheets in leveraged finance transactions, and sets out: • when term sheets are used, and • the main areas covered by leveraged finance term sheets For an introductory guide to acquisition

An additional bonus paid to reflect the overall performance of a with-profits life assurance policy at maturity or prior death of the life assured. It varies from year to year and may be a substantial addition to the value of such a policy.

A commonhold scheme can be terminated by: • an application during the transitional period • voluntary winding up with the consent of the unit holders of the commonhold • compulsory winding up by the Court where the commonhold association has become insolvent, or • a court order under section 55 of the Commonhold and Leaseold Reform Act 2002 (CLRA 2002) Application during the transitional period Following registration of the development site as commonhold land, there is a ‘transitional period’, in which the development is carried out. In this time, it is possible for the freeholder to change their mind and cancel the registration. Voluntary winding-up The unit holders can agree to bring the commonhold to an end (eg where the building is old and the members prefer to sell to a developer and divide the proceeds between themselves). In order to voluntarily wind-up a commonhold there must be: • a

This Checklist sets out the issues to be considered and steps to be taken to terminate a periodic standard occupation contract of a dwelling in Wales under the Renting Homes (Wales) Act 2016 (RH(W)A 2016) including the grounds on which possession can be sought, the pre-conditions to be complied with, notice requirements, methods of service and additional considerations once a notice has been served. For further guidance, see Practice Note: Renting Homes (Wales) Act 2016—terminating standard occupation contracts and recovering possession. On what grounds can possession be sought? Check that there are grounds on which possession can be sought. The grounds applicable to a periodic standard occupation contract are: • breach of contract • estate management grounds • the landlord was induced to enter the contract as a result of a false statement by the contract-holder • ‘no fault’ ground ie the landlord can serve notice to terminate due to no fault on the part of the contract-holder • serious rent arrears For further guidance on the