The programme consists of 2 series of 4, tightly connected half-day meetings.

The first series will be delivered in November 2024 and the second series in January 2025.

The first series is titled:

The ‘normal’ trajectory of a financing arrangement and the role of the agent: from initiation to repayment.

Meeting 1

From financing request to documentation

Meeting 1 provides a broad overview of various financing options, the syndicated loan market and the start of the financing transaction.

The customer's financing request reaches the account manager who in turn reaches out to the Syndications department. Syndications approaches several banks or other types of financing parties and gives a shortened overview of the transaction by means of a term sheet. Parties that are interested commit themselves by way of a commitment letter. The agent is asked to give an agency fee quote for its services in the transaction, which needs to be accepted by the customer for the agent to commence its activities. On the basis of the term sheet, a law firm draws up the documentation.

Key questions:

• Why does the customer opt for a syndicated loan and not, for example, for bonds as a means of financing?
• Which are the other parties active in this market as financing parties, e.g. insurers or pension funds?
• Who are the borrowers?
• What are the main risks?
• What are common financing structures in the syndicated loan market?
• What is the role of the LMA in this?
• How about information barriers and competition law aspects in the syndicated lending market?

Lecturer:

Peter Maaten Rabobank

Meeting 2

Negotiation phase

Meeting 2 highlights the negotiation phase. It deals with the positioning of the Agent towards the syndicate members, the borrower and also internally within its financing institution, but also which clauses to negotiate hardest on, from your perspective as agent.

Key items and questions:
(1) Who are the stakeholders and what are their interests?
(2) Principles behind the various interactions between stakeholders
(3) Day 1 future-proofing of a syndicated loan facility and attention points for an Agent
(4) LMA provisions impacting the role and responsibilities of the Agent - Key LMA provisions to know inside out!
(5) When Things Go Wrong - War stories
(6) Negotiation tips

Lecturer:

Jacqueline Bell, Dentons'

Meeting 3

Compatibility of operational and legal elements and the role of the Agent.

Meeting 3 deals with the compatibility (or lack thereof) of legal and operational elements in facility documentation.

Key items and questions:

• What should the agent understand from the legal texts in order to ensure proper handling of the facility from an operational point of view?
• What is a parallel debt?
• What is essentials for the Agent when reading security documentation (from an operational and legal protection point of view)?
• What is the purpose of the legal  opinion and how useful is it?
• Agenda items in security documentation
• Agenda items in facility documentation
• Cooperation between the facility agent and the security agent (when these are different parties) and the communication flows
• Ancillary facilities
• Accordions, incremental facilities and extensions. What to pay attention to from an operational and legal perspective

Lecturer:

Ana Demmers
Senior employee Agency Syndicated Loans ABN AMRO Bank

Meeting 4

Day-to-day management of a transaction

Meeting 4 concludes series 1 of the programme. In this meeting we will highlight the day-to-day management.

Key questions:

• Which management duties are there?
• How do you deal with these management duties?
• How do you properly execute these duties?
• What if the borrower is in (financial) difficulties?
• What would be considered a 'well performing Agent'? How do you balance providing services and limiting liability? Should the Agent operate as a post box only?
• The final stages of the facility: how to tie the loose ends.

Also discussed in meeting 4:

• Information obligations of the borrower (e.g. annual figures)
• Operational duties such as rate fixings and payments
• Checking of information received, such as compliance certificates
• Transfers and KYC issues
• Waivers and amendments, the difference between these and majority and all lenders’ consent
• Defaulting lender issues
• Questions from lenders – how to deal with these
• Repayment and release of security
• Refinancing
• (Security) Agent resignation – transfer of the agency role
• Third party agents

Lecturer:

Ger Schinning
Former Manager Loan Agency ING Bank

The second series is titled:

Specific and current Agent issues

Meeting 5 

How does the structure of a financing come about?

Although meeting 5 partly resembles the kick-off meeting 1, it is more specific in respect of the structure of a financing arrangement. Key items and questions deal with:

• The financing structure related to: (i) fiscal aspects, (ii) the borrower’s repayment capacity and (iii) the purpose of the financing arrangement
• Why use a Term Loan, an RCF or other financing instrument. When does it make sense to add derivatives.
• Which ratios and covenants are appropriate for which type of financing arrangement? How do the covenants for the various companies differ?
• Which security provides added value?
• Leveraged financing, project financing, (sub) investment grade
• How do the negotiations take place, how do you decide on the covenants?
• Which clauses in the documentation are important to the agent in respect of the agent’s protection?
• What is the use or necessity of certain clauses? For example, the 'zero floor' clause in the interest rate provisions.
• Current issues in structuring financing arrangements
• Why is it important for the participants to know this? Good service, matching fee level, delivering added value.
   

Lecturer:

Mick Borms
Executive Director Structured Finance ABN AMRO Bank.

Meeting 6

Legal developments relevant to the agent

Key items may include:

• LIBOR transition
• Sustainability Linked Loans vs. Green loans
• Electronic signing
• Sanctions
• Extraterritorial fiscal legislation
• Corona (MAC clause/Force Majeure)
• Trends – forward looking

Meeting 7 

Market update /economic developments.

How do economic developments affect the documentation?

Meeting 7 is largely about social, economic and legal developments, and specificly as to what effect these developments have on the documentation used in international financing arrangements.

Key items:

• The Global Financial Crisis of 2008. How did this affect loan documentation.
• Tightened sanctions regulations lead to additional sanctions clauses and a collision of sanctions regulations of the US and EU. Impact of sanctions on the role, obligations and responsibilities of the agent in a syndicated loan facility.
• Are there specific rules and regulations in this market? Specific supervisory rules? And how do the ECB and DNB monitor this market? How do regulatory developments impact Agency and syndicated loan documentation?

Lecturers:

Ron van Staten, Sanne Schoone, Tom Tempelaars and Eelco van den Berg
Legal ING Bank

Meeting 8

The position of the agent.

Key items and questions:

• Loyalties of the agent, how does the agent position itself?
• Appointment of the agent
• The place of the agent in the organisation and the impact on its role. Independent vs. bank agents.
• How does the agent steer parties through a (complex) amendment or waiver process?
• Relationship between different agents – security vs facility agent, senior vs. junior agent.
• Should the agent have its own lawyer and if so, when?
• Dilemmas
• Obligations and discretions of the agent, clauses you should know about
• Trends in the financing market, how do you spot these?
• The future of (bank) agents in syndicated loans

Lecturer:

Jeanine Kok
Manager Contracting & Agency at ABN AMRO Bank.