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United Kingdom
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Club deal meaning

What does Club deal mean?
In lending practice, a club deal is a financing in which a small group of lenders (typically two to six) jointly provide loan facilities and each intends to retain its full hold, rather than syndicating to a wider bank group. It is a market term (not defined by legislation or case law) and is used consistently across England & Wales, Scotland, Northern Ireland and Ireland. Key features include: no general syndication or bookbuild; lenders participate on substantially the same terms and rank pari passu; documentation usually follows LMA-based facility agreements with a facility agent and, where applicable, a security agent; voting and consent mechanics (for example, majority lender thresholds) are tailored to the small lender base. The structure is common in mid-market leveraged finance, real estate finance, project finance and refinancings. Practical significance: club deals can provide faster execution, fewer sell-down risks and lower arranger/underwriting fees, with greater confidentiality and relationship bank involvement. Trade-offs may include tighter covenants, greater lender influence over terms and more limited overall debt capacity compared with fully syndicated loans or underwritten transactions.
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NEWS
Court of Appeal (England and Wales): WhatsApp/email deal binding absent 'subject to contract'; specific performance and YouTube injunction over co‑exclusive Club World Cup sub‑licence (DAZN v Coupang)

DAZN Ltd v Coupang, Corp [2025] EWCA Civ 1083 What are the practical implications of this case? The judgment is notable for clarifying that valuable, high‑profile sports rights can be transferred informally where the parties’ exchanges are clear enough. The principal contractual communications were brief emails, only a few lines long. Yet the earlier WhatsApp messages and telephone calls showed that both sides intended to be legally bound. This remained the case even though they expected to draft and sign a formal written document later, since that prospective ‘long‑form’ agreement was not a prerequisite to concluding a binding, interim contract...

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PRACTICE NOTES
Acquisition and Leveraged Finance: Practitioner’s A–Z of Terms, Covenants, Structures and Jargon

This glossary sets out many of the expressions commonly used in the leveraged finance market. Words appearing in the definitions in bold are defined elsewhere in this glossary. For further banking terminology, please refer to the main Banking & Finance Glossary... Acquisition finance glossary—A Acceleration Acceleration is the formal action taken by the agent, on the instructions of the majority lenders, following an event of default, such as making a demand for early repayment of the loan. See Practice Note: Accelerating a loan for more information... Accordion feature/accordion facility An accordion, also called an incremental debt feature, is a mechanism in the facilities agreement that, provided specified conditions are satisfied (for example, pro forma compliance with a leverage test), permits those lenders under the facilities agreement who wish to do so to advance additional debt. The terms for that extra debt are typically captured in an increase notice. This accordion or incremental debt flexibility is different from structural adjustment, which usually requires the majority consent...

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PRACTICE NOTES
European unitranche intercreditor terms: super senior RCF priority, FO/LO structures, voting and entrenched rights, hedging treatment, prepayment application and enforcement control under LMA precedents

The European leveraged finance loans market is renowned for its inventiveness and its capacity to pivot rapidly, shaping products that suit prevailing economic circumstances. Within this landscape, unitranche facilities have cemented themselves as a mainstay of the leveraged loans mid‑market. Their momentum has stemmed partly from the wave of private debt funds that have entered since the last financial crisis, and partly from today’s restrictions on the levels of leverage that regulated banks can support on individual deals. This adaptability sits at the heart of the market’s appeal. Typically, a single lender provides a unitranche; for larger transactions, a compact club may do so, and such facilities are not structured for syndication. In recent years a clear pattern has emerged, with a growing cohort of debt funds both willing and equipped to deliver jumbo‑sized unitranche facilities. Given the characteristics of these deals, a range of intercreditor questions is raised that warrants close attention from all parties. What are unitranche deal structures? Put simply, a unitranche...

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