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Headroom meaning

What does Headroom mean?
Headroom describes the amount a borrower can still draw under a loan facility at a given time — the undrawn, available portion of lender commitments under a finance agreement. It is a market term rather than a concept defined in legislation or case law, and its usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Facility headroom is typically calculated as total commitments minus amounts already utilised (including outstanding loans, letters of credit and ancillary/overdraft facilities) and any amounts no longer available because of cancellations, limits, borrowing base or availability tests, unsatisfied conditions precedent or drawstops. Practitioners also use headroom to describe spare capacity under agreed limits and financial covenants, for example the difference between the actual leverage ratio and the maximum permitted, or unused baskets for indebtedness, security or acquisitions. Headroom is central to liquidity planning, covenant compliance, waivers and consents, incremental/accordion facilities and distributions. Always check the agreement’s definitions of Available Facility, Total Commitments and Utilisation, and any reserves, caps and calculation mechanics, as these determine true headroom.
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NEWS
UK DB Pensions: DWP Reforms on Surplus Repayments, PPF-Run Public Consolidator, Funding Headroom for Productive Finance, and Optional 100% PPF Protection Consultation

What is the background to the call for evidence? Following Chancellor of the Exchequer Jeremy Hunt’s Mansion House address the night before, the DWP launched the call for evidence. Issued in tandem with several other DWP publications, these materials covered a broad spread of topics affecting UK pension schemes. Their shared aim was to boost investment in UK productive finance whilst shielding members’ benefits and giving precedence to a resilient, diversified gilt market. The Chancellor characterised the proposals across the various papers as the ‘Mansion House reforms’. The DWP placed the Response alongside further papers pertinent to DB pension schemes, including: the Autumn Statement 2023, which confirms that the Government will reduce the authorised surplus payments charge, currently payable on a return of surplus to a scheme employer, from 35% to 25% from 6 April 2024; and Call for evidence outcome: Pension trustee skills, capability and culture What was the outcome? ...

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NEWS
UK Spring Budget 2024 for Private Client lawyers: abolishing non-doms, residence-based IHT, CGT/NIC cuts, SDLT and FHL reforms, ISA changes, anti-avoidance and reporting updates

On 6 March 2024, Chancellor Jeremy Hunt set out the government’s Spring Budget amid a weak economic outlook and Conservative polling behind Labour ahead of the forthcoming general election. He had to juggle the political urge to woo voters through personal tax cuts with the constraint of the OBR’s latest fiscal headroom. With income tax reductions viewed as too expensive, reliefs targeted at squeezed households focused on further cuts to employees’ and self‑employed National Insurance contributions, reform of the High Income Child Benefit Charge, and a lower higher rate of Capital Gains Tax on residential property disposals. For Private Client lawyers, the most unexpected move was the abolition of the non‑UK domicile tax regime. In the months ahead, Private Client advisers will be busy guiding clients through the ramifications, and only time will show whether, under the proposed residence‑based approach, the UK remains appealing as a place to live for internationally mobile high net worth individuals. Many were also surprised by the ending of the current favourable tax treatment for...

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NEWS
EU cross-sector legal and regulatory highlights: budget, DMA gatekeeper ruling, GDPR actions, MiCA/MiFID consultations, energy and environment reforms, AI Act and DSA enforcement — 18 July 2024

In this issue EU fundamentals Banking and Finance Competition and state aid Data protection and cybersecurity Financial services Energy Environment IP Life sciences TMT Daily and weekly news alerts New and updated content Trackers EU fundamentals Council of the EU agrees its position on the 2025 EU draft budget The Council of the EU has settled on its stance for the 2025 draft budget, setting overall commitments at €191.53bn and payments at €146.21bn. It underscores the need for the budget to keep demonstrating the EU’s solidarity with Ukraine and to tackle associated crises. The Council argues the budget must be grounded in real needs, practise careful fiscal planning, and retain adequate headroom under the multiannual financial framework (MFF) ceilings to manage unexpected events and confront the Union’s challenges, while still allocating sufficient funding to deliver EU policies and programmes and to honour existing commitments on schedule. It also notes that...

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PRACTICE NOTES
Projections Over and Under London Streets: Highways Act 1980 Licences, City of London Charter Streets, and Land Registration of Vaults, Cellars and Tunnels (England and Wales)

A projection is any structure of any kind positioned above or beneath a ‘highway’ or a ‘street’. The term ‘street’ covers most private streets as well as public highways. Sections 176–180 of the Highways Act 1980 (HiA 1980) set out which projections need licences. Projections above ground and those below it are treated differently under the legislation for regulatory purposes. Specified examples include bridges, buildings, rails, beams and the like over ‘highways’, and cellars beneath ‘streets’ (such as pavement lights and ventilators), which are expressly identified within the provisions. For projections over the highway, the chief concern is maintaining adequate headroom for traffic on public highways; for sub-surface structures, the critical matters are ensuring the soil above is safely supported and that there is enough soil depth (specifically 1.2 m) to accommodate service runs. New licences are issued only where the development already has planning permission...

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PRACTICE NOTES
Senior/mezzanine intercreditor agreements: controls on document amendments (entrenched provisions, headroom, anti-layering) and on mezzanine payments (permitted payments, payment stops, stop notice mechanics)

ARCHIVED: This Practice Note was archived and is not maintained. It outlines two categories of clauses that are frequently encountered in intercreditor agreements involving both senior and mezzanine financiers: restrictions on the capacity of senior and mezzanine creditors to alter finance terms without consent from the other creditor class; and senior creditor control over payments made to mezzanine lenders by the borrower group The note summarises these clauses and identifies matters that are routinely negotiated. For an explanation of the range of provisions found in intercreditor agreements, see Practice Note: Intercreditor agreement—key provisions; and for an introduction to senior/mezzanine intercreditor agreements in particular, see Practice Note: Senior/mezzanine creditor intercreditor issues—introduction [Archived]. For a straightforward intercreditor agreement with accompanying drafting notes, see Precedent: Intercreditor deed—single company borrower—single secured senior lender—single secured junior lender—single unsecured subordinated lender. More detailed guidance on enforcement issues appears in Practice Note: Senior/mezzanine creditor intercreditor issues—enforcement [Archived]...

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PRACTICE NOTES
Comprehensive glossary of UK restructuring and insolvency terms, covering Companies Act schemes, Part 26A plans, IA 1986 processes, and cross‑border concepts including COMI, UNCITRAL and assimilated EU rules.

This glossary sets out numerous expressions regularly encountered in the restructuring & insolvency sphere. Words shown in bold within definitions are themselves explained in other entries in this glossary as well. A Article X The MLIJ contains a single provision named Article X, aimed at jurisdictions that have already implemented the MLCBI, like England, or are weighing its adoption. Article X states: ‘Not withstanding any prior interpretation to the contrary, the relief available under [insert a cross-reference to the legislation of this State enacting Article 21 of the UNCITRAL Model Law on Cross-Border Insolvency] includes recognition and enforcement of a judgment’ (see Practice Note: UNCITRAL model law on recognition and enforcement of insolvency-related judgments (MLIJ): Article X). Asset-backed security (ABS) A form of security anchored by asset pools, for example loans, leases, and credit card receivables. Assimilated law From 1 January 2024, ‘retained law’ has been retitled ‘assimilated law’. The body of domestic law originally arising from EU obligations, created by the European...

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Q&As
PAYE/NICs net settlement of conditional share awards: CT relief?

Net settling a share award Net settling a share award is employed to cut down the quantity of shares a company is required to issue in order to discharge the award. Awards can, in principle, be net settled against both any exercise price due and any tax or National Insurance contributions (NICs) that arise. Key benefits of net settlement include reduced dilution for existing shareholders and the possibility for a company to stretch its headroom under any relevant dilution limits, thereby enabling those limits to accommodate more awards. Net settlement for tax and NICs means the company issues to the award holder a number of shares whose value equals the post‑tax amount they would have retained had they taken the full, gross allocation and sold sufficient shares on‑market to meet the pay as you earn (PAYE) and NICs obligations due at that point in time in practice. The company then settles the PAYE and NICs by remitting a cash payment to HMRC...

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