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In general, a borrower seeking external funding usually has two main avenues available: securing a loan, or issuing debt securities on the debt capital markets For the purposes of this Checklist, our focus here is on lending products alone. For further detail on loan categories and structures, see Practice Note: Overdrafts, term loans and revolving credit facilities. For information on debt securities, consult the Practice Notes: Debt capital market finance versus loan finance and Key features of the debt capital markets. Overdrafts The reason for borrowing is central to selecting the most appropriate loan type and choosing the lender. Where the borrower needs swift, flexible, short term financing to support temporary cash flow management needs (for example, to bridge timing gaps between supplier payments and customer receipts), an overdraft is typically the most suitable option in such circumstances...
Introduction Guidance on establishing a medium term note (MTN) programme is set out in Practice Note: Setting up an MTN Programme—timeline of process. This Practice Note concentrates on the steps for an issuance of notes (a drawdown) carried out under an MTN programme (the programme) once that programme has been put in place. Type of drawdown A programme will ordinarily provide for two forms of drawdown: a drawdown agreed between the issuer and a dealer (a dealer drawdown); and a drawdown agreed between the issuer and a group, or syndicate, of dealers (a syndicated drawdown). In addition, the programme will usually permit further dealers to accede to the programme, either as permanent members of the dealer panel or for the purposes of a single drawdown. Notification to dealer(s) The issuer then notifies the dealer(s) of its intention to draw down under the programme—this can be done by means of a term sheet or by way of an Initial...
This flow chart outlines the various stages of a UK anti-dumping inquiry when the Trade Remedies Authority (TRA) has received a submission seeking imposition of anti-dumping duties...
Checklist for listing debt securities on the Irish Stock Exchange trading as Euronext Dublin (‘Euronext Dublin’) This diagram presupposes that the issuer, as follows: has listed debt securities in the past; and intends to list standard debt securities or a medium term note programme...
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...
Re Thames Water Utilities Holdings Ltd [2025] EWHC 338 (Ch) What are the practical implications of this case? Under the plan, TWUL will receive up to £3bn in liquidity from a cohort of its current senior lenders (‘the Class A Creditors’), whilst it continues to take steps to implement a stable, long‑term restructuring plan. As Leech J observed, it seems improbable that TWUL will carry the entire debt burden over the long term—he considered it likely that the Class A Creditors will accept a ‘substantial haircut’ to deliver the long‑term restructuring. Liquidity from existing senior creditors will underpin a stable, long‑term restructuring plan in full. Leech J’s judgment is dense with familiar yet critical practical guidance, emphasising: the need to file expert evidence precisely directed at the issues under consideration; the pitfalls where factual witnesses are unfamiliar with the documents on which they give evidence; the risks of advancing late submissions without the Court’s invitation. He also records notable legal...
This Practice Note examines core aspects of the UK framework for money market funds (MMFs) that stems from Regulation (EU) 2017/1131 (the EU MMF Regulation). It also looks at suggested changes to the framework, with the Financial Conduct Authority (FCA), HM Treasury and the Bank of England (BoE) working jointly to bolster its resilience and align it with post‑Brexit regulatory objectives. For background on the EU MMF Regulation, see Practice Note: EU MMF Regulation—essentials. What is an MMF? Money market funds (MMFs) are investment funds that invest in short‑term debt instruments and so play a significant role in the short‑term financing of the economy. In particular, MMFs are open‑ended, liquid investment funds that invest in fixed income through short‑term debt, for example money market instruments issued by banks, governments or companies (including treasury bills, commercial paper and certificates of deposit) which pay interest. They therefore form an important connection between demand for, and the supply of, short‑term debt. Further information on the eligible assets of an MMF is...
This Practice Note looks at Term Loan B (TLB) facilities, which often feature as a senior tranche within syndicated loans in leveraged financings. TLBs are long-established in the US market and are increasingly seen in the European lending market for institutional investors. It examines the structure of a typical TLB and how it diverges from traditional European leveraged loans, before setting out the key features. This Practice Note assumes some understanding of leveraged finance. For introductory information, see: Introductory guide to acquisition finance. For explanations of common terms, see Practice Note: Glossary of acquisition finance terms and jargon. What is a Term Loan B? In lending markets, ‘Term Loan B’ or ‘TLB’ (short for Term Loan Bullet) describes a tranche of senior secured credit facilities made available to a borrower and intended to be syndicated in the institutional loan market. They are usually floating-rate term facilities with an actual or implied non-investment grade rating, a five to seven year maturity and either nominal amortisation of 1% per annum...
In most bond or note offerings, the issuer will appoint an agent—or more frequently a panel of agents—to perform a range of administrative tasks on its behalf in connection with the issue. One agent will co-ordinate the activities of the others. Where the transaction does not include a trustee, that co-ordinating role falls to the fiscal agent. If a trustee is involved, the principal paying agent performs the co-ordinating function instead. The primary benefit of a fiscal agency structure for a straightforward bond issue is the potential for lower costs overall. By comparison, putting in place the alternative arrangement with a trustee and principal paying agency is typically more expensive to establish in practice. For ease of reference in this Practice Note, the term ‘bonds’ is used in a generic sense to cover all forms of debt securities (including bonds, notes and commercial paper). For guidance on the difference between ‘bonds’ and ‘notes’ and the meaning of ‘commercial paper’, see Practice Note: Types of debt securities. Who is the...
This Agreement, dated [ • ] 20[ • ], is entered into between the following parties: Parties [ insert name of Borrower ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Borrower); and [ insert name of Lender ] of [ insert address ] (the Lender). Background (A) [ insert description of background to transaction ]. (B) The Lender has agreed to provide the Facility (as defined below) to the Borrower on the terms and conditions contained in this Agreement...
This Agreement is dated [ insert date ] Parties [ Insert name of investee company ], a company incorporated in England and Wales with number [ insert company number ], whose registered office is at [ insert address ], with brief particulars set out in Schedule 1 (the Company) The several persons whose names and addresses appear in Part A of Schedule 2 (together, the Founders) [ The several persons whose names and addresses appear in Part B of Schedule 2 (together, the Other Shareholders) and ] [ Insert name of investor ] [ incorporated in England and Wales under number [ insert company number ] whose registered office is at OR of ] [ insert address ] (the Investor) [ (each of the Company, the Founders, the Other Shareholders and the Investor is a Party and, together, the Company, the Founders, the Other Shareholder and the Investor are the Parties). ] BACKGROUND The Investor has agreed to...
Facility agreement This agreement is executed on [ date ] Parties 1 [ insert name of Borrower ], a company incorporated in England and Wales with registered number [ insert company number ] whose registered office is at [ insert address ] (the Borrower); and 2 [ insert name of Lender ], of [ insert address ] (the Lender). ...