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Stapled finance meaning

What does Stapled finance mean?
Stapled finance (or stapled financing) is the practice in private M&A auctions whereby the seller, usually via its sell-side adviser, mandates one or more banks to structure an indicative acquisition debt package. The headline terms (pricing, leverage, covenants, fees and any underwriting or commitment mechanics) are set out in a term sheet “stapled” to the information memorandum and offered to qualified bidders on the same terms. It is a market expression, not defined in legislation or case law, and is used consistently across England & Wales, Scotland, Northern Ireland and Ireland. Key legal features and uses include: accelerating the sale process, increasing competitive tension, and providing baseline financing certainty and reducing execution risk, while leaving bidders free to obtain alternative funding. Stapled terms are typically non-binding and subject to credit approvals, confirmatory due diligence, conditions precedent and negotiation of full finance documents. The seller is not obliged to select the stapled lenders, and bidders are not required to use the stapled package. Practical issues include managing conflicts if a sell-side bank also finances the buy-side, confidentiality and information-barrier controls, and alignment with “certain funds” expectations. In UK and Irish public takeovers, regulatory and adviser-independence constraints make stapled finance uncommon.
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NEWS
UK and international private client weekly update: probate interest rate cut; social care charging JR; PMA/needs; s687 income; crypto Gift Aid; OFSI trust FAQs; DTT residency; Cayman protector consent

In this issue: Probate Elderly and vulnerable clients Spouses, civil partners and cohabitants UK taxes for Private Client HMRC Manuals updates Budgets and Finance Bills Digital assets and cryptoassets International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis®PSL community New and updated content Dates for your diary Trackers Latest Q&As Useful information Probate Court Funds Office reduces special and basic accounts interest rate Effective 12 June 2024, the Court Funds Office lowered interest across special and basic accounts. Rates on special accounts shifted from 6.00% to 5.25%, while basic accounts dropped from 5.00% to 3.94%. See LNB News 16/07/2024 55. For a roundup of key rates relevant to Private Client work, refer to Practice Note: Key interest rates—Private Client. Elderly and vulnerable clients Discrimination challenge over social care charging policy (R (YVR (a...

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NEWS
UK tax weekly highlights—25 July 2024: OBR Budget Bill, Pillar 2 registration, key VAT, partnership and capital allowances decisions, Welsh LTT consultation, HMRC manuals and case tracker

In this issue: Budgets and Finance Bills International companies and corporation tax Tax administration and litigation Property tax Employment taxes Daily and weekly news alerts New and updated content Revised Practice Notes Dates for your diary Trackers Useful information Budgets and Finance Bills Government publishes Budget Responsibility Bill The UK government has introduced a new Bill aimed at guaranteeing that any announcements of ‘fiscally significant measures’ receive an independent review by the Office for Budget Responsibility. See: LNB News 19/07/2024 7. Court of Appeal holds that stapled entity not entitled to double tax relief (HMRC v GE Financial Investments) As highlighted in last week’s Tax weekly highlights, in GE Financial Investments [2024] EWCA Civ 797 the Court of Appeal upheld HMRC’s appeal. It decided that a UK-incorporated company stapled to a US entity—and therefore taxed in the US on a worldwide basis—was not eligible for double tax relief under the...

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View the related Practice Notes about Stapled finance

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
UK Banking, Finance, Capital Markets, Derivatives and Insolvency Law Glossary including Islamic finance

Banking & Finance glossary A Auditing and Accounting Organisation for Islamic Financial Institutions (AAOIFI) The foremost Islamic, international, autonomous, independent, not-for-profit corporate body that develops and issues accounting, auditing, governance, ethics and Shari’ah benchmarks and standards for Islamic Financial Institutions (IFIs) and the wider Islamic finance sector. Founded in Bahrain in 1991, it is backed by a number of institutional members across more than 45 countries, including central banks and regulatory authorities, financial institutions, accounting and auditing practices, and legal firms. Its pronouncements are currently applied by leading Islamic financial institutions across the world and have advanced a progressive and gradual harmonisation of global Islamic finance practice. It also delivers professional qualification programmes—notably Certified Islamic Professional Accountant (CIPA), Certified Shari’ah Adviser and Auditor (CSAA), and the corporate compliance programme—in efforts to strengthen the industry’s human capital and governance frameworks. For further details, see Practice Note: Key participants in the Islamic finance industry—Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). Acceleration Acceleration is the formal action...

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