Jurisdiction(s):
United Kingdom

Key definition

Loan definition

What does Loan mean? In legal practice, a loan is an advance of money by a lender to a borrower with a binding obligation to repay the principal sum, usually with interest, either on demand or at agreed dates during a term. Loans may be secured or unsecured and may be documented as a loan or facility agreement, promissory note or deed. Repayment may be amortising or bullet. Interest and fees (for example, arrangement, commitment or default interest) are commonly payable but are not essential to a loan’s validity. The term is a descriptive expression used across commercial, consumer and corporate finance; specific statutes...

Loan portfolio sales: documentation roadmap, seller and buyer negotiation points, and why LMA trade terms are unsuitable for portfolio disposals

Published by a LexisNexis Banking & Finance expert

Practice notes

This Practice Note sets out an overview of the principal legal papers used to bring a Loan Portfolio disposal to completion and highlights the usual negotiating stances taken by sellers and buyers. For a primer on loan portfolio disposals and a sample pathway these transactions often follow, see Practice Note: Introductory guide to loan portfolio sales. For an outline of some of the core matters that can arise on loan portfolio sales, see Practice Note: Loan portfolio sales—key issues. The market’s approach to documentation for portfolio disposals is not entirely uniform; however, over the last decade a number of recurring features and conventions have developed, which are considered in this Practice Note.

Key documents used in portfolio sales

The documents most frequently encountered in loan portfolio sales include:

Confidentiality agreements
Sale and purchase agreement
Disclosure letter
Sub-participation agreement/synthetic transfer arrangements
Hedging transfer documentation
Loan and equity transfer documentation
Transitional services agreement/third-party servicing agreements

Why is LMA form documentation not used?

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Matthew Williams

Partner, Taylor Wessing LLP

Matt is a Partner in the Banking & Finance team at Taylor Wessing. Matt specialises in credit M&A transactions including loan trading and distribution, portfolio sales (both performing and non-performing), balance sheet transactions for financial institutions as well as buy-side participants and loan servicers in the secondary loan market and other types of structured receivables transactions. Prior to his role at Taylor Wessing, Matt worked in the finance and restructuring team at a leading international law firm where he advised on distressed debt, structured finance and special situations. Prior to that, Matt was a corporate banker at a UK bank, responsible for the design and execution of balance sheet deleveraging activities and regulatory capital solutions, and latterly the commercial lead for loan distribution and demand led origination. Matt has acted on some of Europe's largest NPE/NPL transactions (buy and sell side) in both a...

Annie Harvey

Senior Counsel, Taylor Wessing LLP

Annie is a Senior Counsel (Knowledge) in Taylor Wessing's Banking and Finance team.Her role involves providing support and advice to fee earners within the Banking and Finance team, including the production of guidance on legal developments, the preparation and delivery of training, the development of internal and client facing knowhow, the production and maintenance of standard form documentation and the giving of advice on a range of banking and finance related queries. Annie trained and qualified as a finance lawyer at Herbert Smith, then spent six years as an Associate then Senior Associate in their Finance Practice, including a year-long secondment to Herbert Smith’s alliance firm Stibbe in Amsterdam. After a career break, she gained training experience at BPP Law School in Holborn, teaching on the Debt Finance and Business Law & Practice modules of the LPC. She gained knowledge lawyer experience at CMS, working as a...

Web page updated on 21/05/2026

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