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STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...
Withholding tax is a key concern relating to loans. The objective is to ensure no withholding tax arises on interest, thereby avoiding the administrative burden and cost linked to withholding tax. For further detail in this area, see Practice Note: Tax considerations on a loan agreement—the tax gross up clause—a borrower problem. Loan documentation is typically prepared on terms favourable to lenders. That tendency is especially marked for syndicated loan facilities. Such contracts are generally structured for straightforward transfer between lenders and commonly follow, or are derived from, one of the model loan facility agreements of the Loan Market Association (LMA). For an explanation of the rationale for gross-up clauses in loan agreements, see Practice Note: Tax considerations on a loan agreement—the tax gross up clause—Why have a tax gross-up?...
Links to useful intercreditor materials This table sets out the principal checks a junior lender should make when assessing a simple intercreditor agreement between senior secured lenders, junior secured lenders and unsecured subordinated creditors. It is designed for readers with limited familiarity with intercreditor arrangements. The table highlights the core, commonly encountered points in a straightforward secured bilateral corporate loan and does not attempt to capture every potential negotiation issue, nor matters arising in specialist or more complex deals such as those in the leverage finance market. What is reasonable will vary with the nature of the transaction, the identity of the lender and the parties’ relative bargaining power. For specialist intercreditor topics, see the materials referenced below... Introductory materials Practice Note: Introductory guide to Intercreditor Agreements, covering typical provisions found in intercreditor agreements. Practice Note: How to draft and negotiate intercreditor arrangements in loan transactions, offering introductory guidance on drafting and negotiation. Precedent: Intercreditor deed-single company, a precedent suitable for a straightforward...
In this issue: Companies House Corporate governance Equity capital markets Accounts and reports Economic Crime and Corporate Transparency Act Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Companies House Companies House announces fee changes from February 2026 Companies House has confirmed a revised fees schedule from 1 February 2026, following its annual assessment to align charges with the cost of providing services. Notably, the digital incorporation filing fee will rise to £100, and the digital confirmation statement fee will increase to £50. These adjustments are set out in the Registrar of Companies (Fees) (Amendment) Regulations 2025 (SI 2025/1137), which were laid before Parliament on 30 October 2025 and take effect on 1 February 2026. The accompanying explanatory memorandum states that the updated fees are intended to recover increased costs linked to implementing the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and the Economic...
In this issue: Sustainable finance and ESG weekly round-up Moveable Transactions (Scotland) Act 2023 Football Governance Bill LIBOR and benchmarks Sustainable finance Debt capital markets Derivatives Regulation for derivatives lawyers Technology in banking & finance transactions Structured products and securitisation Regulation for banking lawyers Banking & Finance Highlights 2024/2025 Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG weekly round-up For this week’s coverage of Sustainable finance and ESG developments, please see: Sustainable finance and ESG weekly round–up—19 December 2024. Moveable Transactions (Scotland) Act 2023 Moveable Transactions (Scotland) Act 2023 (Commencement) Regulations 2024 SSI 2024/378: From 1 April 2025, the outstanding provisions of the Moveable Transactions (Scotland) Act 2023 (the Act) will come into effect. See: LNB News 17/12/2024 9. Moveable Transactions (Forms) (Scotland) Regulations 2024 SSI 2024/379: These prescribe the forms to be used for the purposes set out...
In this issue: Sustainable finance and ESG weekly round-up Economic Crime and Corporate Transparency Act 2023 Lending Acquisition finance Shipping finance Real estate finance Sustainable finance Debt capital markets Derivatives Regulation for banking lawyers Sanctions Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG weekly round-up For a summary of this week’s Sustainable finance and ESG developments, see Sustainable finance and ESG weekly round-up—14 November 2024. Economic Crime and Corporate Transparency Act 2023 Economic Crime and Corporate Transparency Act 2023 (Commencement No 3) Regulations 2024 (SI 2024/1108): Provisions in ECCTA 2023 on civil recovery of cryptoassets in Scotland took effect on 7 November 2024, and measures introducing the UK-wide offence of failure to prevent fraud will commence on 1 September 2025. See: LNB News 07/11/2024 12. Unique Identifiers (Application of Company Law) Regulations 2024 (SI 2024/Draft): These draft Regulations would widen...
Real estate finance (REF) transactions REF deals fall into two categories: investment finance and development finance. The difference depends on whether the property is bought as an investment that already produces income, or acquired with the intention that it will be developed. Investment finance transactions are encountered more frequently than development finance transactions. For a general introduction to investment facilities in real estate finance, see the following Practice Notes: Introduction to real estate finance—the lending structure Real estate finance—investment facilities—key features The Loan Market Association (LMA) has issued a recommended form of facility agreement for real estate finance investment transactions, accompanied by a user guide. Both are available to LMA members—see the Single Currency Term Facility Agreement for Real Estate Finance Multi-property Investment Transactions (LMA REF Investment Facility Agreement) and the related user guide on the LMA website. Real estate finance transactions can differ markedly, and the LMA acknowledges in its user guide that producing a genuine ‘standard form’ document for...
This Practice Note outlines green loans and the principal considerations when preparing a green loan agreement. It centres on the Green Loan Principles (GLP) issued by the Loan Market Association (LMA), the Asia Pacific Loan Market Association (APLMA) and the Loan Syndications and Trading Association (LSTA)... Clarifies the meaning of a green loan Introduces the GLP and the accompanying GLP guidance Sets out the four core components of a green loan under the GLP and summarises the related guidance Condenses GLP and GLP guidance on what qualifies as a green loan, on reviews, and on greenwashing risks Provides sources for precedent wording, including the Loan Market Association draft provisions, plus drafting pointers What is meant by a green loan? Under the GLP, green loans encompass any form of loan instrument and/or contingent facility (for example, bonding lines, guarantee lines or letters of credit) where the proceeds, or an equivalent amount, are applied solely to fund, re-finance or guarantee, in...
This Practice Note offers high-level guidance on debt buy-backs within loan documentation. It first outlines what constitutes a debt buy-back, then considers the issues that may emerge, and sets out how the Loan Market Association (LMA) addresses buy-backs in its standard form documents. For fuller analysis, including structuring points, see Article: Structuring loan buybacks—(2021) 5 JIBFL 337. Buy-backs can relate to loans or bonds; however, this Practice Note addresses loan buy-backs only. For material on bond buy-backs, see Article: and the weakening of bondholder protection (2020) 5 JIBFL 310. What is a debt buy-back? In a lending context, a debt buy-back typically means the acquisition of existing debt in the secondary market by a sponsor (or a sponsor affiliate) or by a company within the borrower group in a sponsor-controlled leveraged credit...