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M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 1 | P a g e
CHAPTER - 1
INTRODUCTION
LOAN MARKET IN U.S.A.
In the U.S., market flex language drives initial pricing levels. Before
formally launching a loan to these retail accounts, arrangers will often get a
market read by informally polling select investors to gauge their appetite for
the credit. After this market read, the arrangers will launch the deal at a
spread and fee that it thinks will clear the market. Until 1998, this would
have been it. Once the pricing, or the initial spread over a base rate which is
usually LIBOR, was set, it was set, except in the most extreme cases. If the
loans were undersubscribed, the arrangers could very well be left above their
desired hold level. Since the 1998 Russian financial crisis roiled the market,
however, arrangers have adopted market-flex language, which allows them
to change the pricing of the loan based on investor demand—in some cases
within a predetermined range—and to shift amounts between various
tranches of a loan, as a standard feature of loan commitment letters.
As a result of market flex, loan syndication functions as a book-building
exercise, in bond-market parlance. A loan is originally launched to market at
a target spread or, as was increasingly common by 2008 with a range of
spreads referred to as price talk (i.e., a target spread of, say, LIBOR+250 to
LIBOR+275). Investors then will make commitments that in many cases are
tiered by the spread. For example, an account may put in for $25 million at
LIBOR+275 or $15 million at LIBOR+250. At the end of the process, the
arranger will total up the commitments and then make a call on where to
M.D.COLLEGE TYFM LOAN SYNDICATION
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price the paper. Following the example above, if the paper is vastly
oversubscribed at LIBOR+250, the arranger may slice the spread further.
Conversely, if it is undersubscribed even at LIBOR+275, then the arranger
will be forced to raise the spread to bring more money to the table.
M.D.COLLEGE TYFM LOAN SYNDICATION
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LOAN MARKET IN EUROPE
In Europe, banks have historically dominated the debt markets because of
the intrinsically regional nature of the arena. Regional banks have
traditionally funded local and regional enterprises because they are familiar
with regional issuers and can fund the local currency. Since the Euro zone
was formed in 1998, the growth of the European leveraged loan market has
been fuelled by the efficiency provided by this single currency as well as an
overall growth in merger & acquisition (M&A) activity, particularly
leveraged buyouts due to private equity activity. Regional barriers (and
sensitivities toward consolidation across borders) have fallen, economies
have grown and the euro has helped to bridge currency gaps.
As a result, in Europe, more and more leveraged buyouts have occurred over
the past decade and, more significantly, they have grown in size as arrangers
have been able to raise bigger pools of capital to support larger, multi-
national transactions. To fuel this growing market, a broader array of banks
from multiple regions now fund these deals, along with European
institutional investors and U.S. institutional investors, resulting in the
creation of a loan market that crosses the Atlantic.
M.D.COLLEGE TYFM LOAN SYNDICATION
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CHAPTER - 2
LOAN SYNDICATION
The size of loan is large, individual banks cannot or will not be able to
finance. They would prefer to spread risk among a number of banks or a
group of banks is called as “Syndication of loans”. These days there are
large group of banks that form syndicates to arrange huge amount of loans
for corporate borrowers the corporate that would want a loan but not be
aware of those banks willing to lend. Hence, syndication pays a vital role
here. Once the borrowers has decided upon the size of the loan, he prepares
an information memorandum containing information like the amount he
requires, the purpose, business details of his country and its economy. Then
he receives bids (after this the borrower and the lender sit across the table to
discuss about the terms and conditions of lending this process of
negotiations is called ‘syndication’.) The process of syndication starts with
an invitation for bids from the borrower. The mandate is given to a particular
bank or institution that will take the responsibility of syndicating the loan
while arranging the financing banks.
Syndication is done on a best effort basis or an underwriting basis. It is
usually the lead manager who acts as the syndicator of loans, the lead
manager has dual tasks that is, formation of syndicate documentation and
loan agreement. Common documentation is signed by the participation
banks or common terms and conditions. Thus, the advantages of the
syndicated loans are the size of the loan, speed and certainty of funds,
maturity profile of the loan, flexibility in repayment, lower cost of fund,
M.D.COLLEGE TYFM LOAN SYNDICATION
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diversity of currency, simpler banking relationship and possibility of
renegotiation.
"Syndication is an arrangement where a group of banks, which may not have
any other business relationship with the borrower, participate for a single
loan."
Typically, syndicated loans are structured as term loans or operating
revolvers. However, they may also include tranche or segmented structures,
letters of credit, acquisition facilities, construction financing, asset-based
structures, project financing and trade finance. The standard theory for why
banks join forces in a syndicate is risk diversification.
FOR EXAMPLE: If a company wants a huge amount as a loan for
expansion or any other purpose, say when Reliance or ITC wants money,
loans are got from the banks. But generally, it got from a single bank and
that single bank alone shares the risk. Take the case of funding a rocket
launch - if the launch is a failure, then the bank which funds for it may
become bankrupt. But in syndication, many banks come together and fund a
single project.
Loan syndication is basically done to share the total loss or liability.
M.D.COLLEGE TYFM LOAN SYNDICATION
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CHAPTER - 3
TYPES OF LOANS SYNDICATION
Globally, there are three types of underwriting for syndications: an
underwritten deal, best-efforts syndication, and a club deal. The European
leveraged syndicated loan market almost exclusively consists of
underwritten deals, whereas the U.S. market contains mostly best-efforts.
M.D.COLLEGE TYFM LOAN SYNDICATION
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LOAN MARKET IN EUROPE
In Europe, banks have historically dominated the debt markets because of
the intrinsically regional nature of the arena. Regional banks have
traditionally funded local and regional enterprises because they are familiar
with regional issuers and can fund the local currency. Since the Euro zone
was formed in 1998, the growth of the European leveraged loan market has
been fuelled by the efficiency provided by this single currency as well as an
overall growth in merger & acquisition (M&A) activity, particularly
leveraged buyouts due to private equity activity. Regional barriers (and
sensitivities toward consolidation across borders) have fallen, economies
have grown and the euro has helped to bridge currency gaps.
As a result, in Europe, more and more leveraged buyouts have occurred over
the past decade and, more significantly, they have grown in size as arrangers
have been able to raise bigger pools of capital to support larger, multi-
national transactions. To fuel this growing market, a broader array of banks
from multiple regions now fund these deals, along with European
institutional investors and U.S. institutional investors, resulting in the
creation of a loan market that crosses the Atlantic.
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• CLUB DEAL
A club deal is a smaller loan usually $25–100 million, but as high as $150
million—that is pre marketed to a group of relationship lenders. The
arranger is generally a first among equals, and each lender gets a full cut, or
nearly a full cut, of the fees.
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CHAPTER - 4
CREDIT INSTRUMENTS OF LOANS
SYNDICATION
Syndicated loan agreements may contain only a term or revolving facility or
they can contain a combination of both or several of each type (for example,
multiple term loans in different currencies and with different maturity
profiles are not uncommon). There can be one borrower or a group of
borrowers with provision allowing for the accession of new borrowers under
certain circumstances from time to time. The facility may include a
guarantor or guarantors and again provisions may be incorporated allowing
for additional guarantors to accede to the agreement.
Two types of loan facility are commonly syndicated: term loan facilities and
revolving loan facilities:
• TERM LOAN FACILITY
• Under a term loan facility the lenders provide a specified capital sum
over a set period of time, known as the "term".
• The borrower is allowed a short period after executing the loan (the
"availability" or "commitment" period), during which time it can draw
loans up to a specified maximum facility limit.
• Repayment may be in installments or there may be one payment at the
end of the facility.
• Once a term loan has been repaid by the borrower, it cannot be re-drawn.
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• REVOLVING LOAN FACILITY
• A revolving loan facility provides a borrower with a maximum aggregate
amount of capital, available over a specified period of time.
• Unlike a term loan, the revolving loan facility allows the borrower to
draw down, repay and re-draw loans advanced to it of the available
capital during the term of the facility.
• Each loan is borrowed for a set period of time, usually one, three or six
months.
• Repayment of a revolving loan is made either by regular reductions in the
total amount of the facility over time, or by all outstanding loans being
repaid on the date of termination.
• If another revolving loan is made to refinance another revolving loan
which has a maturity on the same date it is called as "rollover loan".
• A revolving loan facility is a particularly flexible financing tool as it may
be drawn by a borrower by way of simple loans, but it is also possible to
incorporate different types of financial accommodation within it.
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CHAPTER - 5
NEED FOR LOAN SYNDICATION
CORPORATES OPTION FOR SYNDICATION WHEN
1. The borrower wants to raise large amount of money quickly and
conveniently.
2. The amount exceeds the exposure limits or appetite of any one lender.
3. The borrower does not want to deal with a large number of lenders.
Traditionally, loan syndication was practiced in Europe. Euro syndicated
loan is usually a floating rate loan with fixed maturity, a fixed draw down
period and a specified repayment schedule. One, two or even three banks
may act as lead managers and distribute the loan among themselves and
other participating banks. One of the lead banks acts as the agent bank and
administers the loan after execution, disbursing funds to the borrower,
collecting and distributing interest payments and principal repayments
among lead banks, etc. A typical Euro credit would have maturity between 5
to 10 years, amortization in semi-annual installments, and interest rate reset
every three or six months with reference to LIBOR.
Syndicated loans can be structured to incorporate various options, e.g., a
drop lock feature converts the floating rate loan into a fixed rate loan if the
benchmark index hits a specified floor. A multi-currency option allows the
borrower to switch the currency of denomination on a roll-over date.
Security in the form of government guarantee or mortgage on assets is
required for borrowers in developing countries like India.
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CHAPTER - 2
LOAN SYNDICATION
The size of loan is large, individual banks cannot or will not be able to
finance. They would prefer to spread risk among a number of banks or a
group of banks is called as “Syndication of loans”. These days there are
large group of banks that form syndicates to arrange huge amount of loans
for corporate borrowers the corporate that would want a loan but not be
aware of those banks willing to lend. Hence, syndication pays a vital role
here. Once the borrowers has decided upon the size of the loan, he prepares
an information memorandum containing information like the amount he
requires, the purpose, business details of his country and its economy. Then
he receives bids (after this the borrower and the lender sit across the table to
discuss about the terms and conditions of lending this process of
negotiations is called ‘syndication’.) The process of syndication starts with
an invitation for bids from the borrower. The mandate is given to a particular
bank or institution that will take the responsibility of syndicating the loan
while arranging the financing banks.
Syndication is done on a best effort basis or an underwriting basis. It is
usually the lead manager who acts as the syndicator of loans, the lead
manager has dual tasks that is, formation of syndicate documentation and
loan agreement. Common documentation is signed by the participation
banks or common terms and conditions. Thus, the advantages of the
syndicated loans are the size of the loan, speed and certainty of funds,
maturity profile of the loan, flexibility in repayment, lower cost of fund,
M.D.COLLEGE TYFM LOAN SYNDICATION
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loans and have been responsible for a portion of the recent losses of financial
institutions.
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CHAPTER - 6
STAGES AND PROCESS OF LOAN SYNDICATION
STAGES INVOLVED IN LOANS SYNDICATION
• PRE - MANDATE PHASE
The prospective borrower may liaise with a single bank or it may invite
competitive bids from a number of banks. The lead bank identifies the needs
of the borrower, designs an appropriate loan structure, develops a persuasive
credit proposal, and obtains internal approval. The mandate is created. The
documentation is created with the help of specialist lawyers.
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• PLACING THE LOAN
The lead bank can start to sell the loan in the market place. The lead bank
needs to prepare an information memorandum, term sheet, and legal
documentation and approach selected banks and invite participation. The
lead manager carries out the negotiations and controversies are ironed out.
The syndication deal is closed, including signing of the mandate.
• POST - CLOSURE PHASE
The agent now handles the day-to-day running of the loan facility.
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PROCESS INVOLVED IN LOAN SYNDICATION
• The borrower decides about the size and currency of the loan he desires
to borrowers and approaches the banks for arranging the financing on the
basis of business, purpose of the loan, etc.
• For a name acceptable in the market, in general several banks or group of
banks will come forward with offers indicating broad terms on which
they are willing to arrange the loan. The bank offers to be Lead Manager.
In their offers, the lead manager would indicate the loan and its
commitment and other charges and spreads over LIBOR on which they
are willing to arrange the loan.
• The borrower chooses the bid which appears to be the best to him in
terms of the package, other terms and conditions and the relationship
factor, etc., on receiving the bid from various banks or groups of banks.
• The loan gets finalized by both the borrowers and the lenders on and the
lenders on an information memorandum giving financial details and other
details of the borrower. The lead manager would participate in the loan
from lenders based on the information memorandum.
• The entire fees would be showed by the participating bank (based on
their participation) and lead manager.
• The Lead Manager are liable to finance the balance amount.
• The next step in finalization of the loan agreement by borrowers and
lender is done after the participants are known and the loan is published
through a financial press.
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diversity of currency, simpler banking relationship and possibility of
renegotiation.
"Syndication is an arrangement where a group of banks, which may not have
any other business relationship with the borrower, participate for a single
loan."
Typically, syndicated loans are structured as term loans or operating
revolvers. However, they may also include tranche or segmented structures,
letters of credit, acquisition facilities, construction financing, asset-based
structures, project financing and trade finance. The standard theory for why
banks join forces in a syndicate is risk diversification.
FOR EXAMPLE: If a company wants a huge amount as a loan for
expansion or any other purpose, say when Reliance or ITC wants money,
loans are got from the banks. But generally, it got from a single bank and
that single bank alone shares the risk. Take the case of funding a rocket
launch - if the launch is a failure, then the bank which funds for it may
become bankrupt. But in syndication, many banks come together and fund a
single project.
Loan syndication is basically done to share the total loss or liability.
M.D.COLLEGE TYFM LOAN SYNDICATION
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• PARTICIPATING BANK
This bank participates in the syndication by lending a portion of the total
amount required. It is entitled to receive the interest and the participation
fee. But it, however, faces risks such as:
1. Borrower credit risk.
2. Passive approval and complacency
• FACILITY MANAGER / AGENT
This bank takes care of all the administrative arrangements over the term of
loan, e.g., disbursements, repayments, compliance. This bank acts on behalf
of all the banks participating. This may be either the lead manger or the
underwriting bank.
FUNCTIONS OF AGENT
• POINT OF CONTACT
Maintaining contact with the borrower and representing the views of the
syndicate.
• MONITOR
Monitoring the compliance of the borrower with certain terms of the
facility.
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• RECORD-KEEPER
It is the agent to whom the borrower is usually required to give notice.
• PAYING AGENT
The borrower makes all payments of interest and repayments of principal
and any other payments required under the Loan Agreement to the Agent.
The Agent passes these monies back to the banks to which they are due.
Similarly the banks advance funds to the borrower through the Agent).
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CHAPTER - 8
SIGNIFICANCE OF LOAN SYNDICATION
• ADVANTAGES
• Syndicated loan facilities can increase competition for your business,
prompting other banks to increase their efforts to put market information
in front of you in the hopes of being recognized.
• Flexibility in structure and pricing. Borrowers have a variety of options
in shaping their syndicated loan, multicurrency options, risk management
techniques, and prepayment rights without penalty.
• Syndicated facilities bring businesses the best prices in aggregate and
spare companies the time and effort of negotiating individually with each
bank.
• Loans terms can be abbreviated.
• Increased feedback. Syndicated banks sometimes willing to share
perspectives on business issues with the agent that they would be
reluctant to share with the borrowing business.
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• Syndicated loans brings the borrower greater visibility in the open
market. Bunn noted that “for commercial papers issuers, rating agencies
view a multi – year syndicated facility as stronger support than several
bilateral one – year lines of credit.”
• Working capital credit (refinancing of small lines of credit, etc.).
• Export finance (including ECAs).
• Capital goods financing (machinery, etc.).
• Mergers & Acquisitions.
• Project finance (SPVs, structured according to cash flow).
• Stand-by facilities Guarantees (supply, service, etc.).
• Trade finance (Letters of credit, promissory notes, forfeiting).
• Allows the borrower to access from diverse group of financial
institutions.
• Borrowers can raise funds more cheaply in the syndicated loan market
than by borrowing the same amount of money through a series of
bilateral loans.
• This cost saving increases as the amount required rises.
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CHAPTER - 3
TYPES OF LOANS SYNDICATION
Globally, there are three types of underwriting for syndications: an
underwritten deal, best-efforts syndication, and a club deal. The European
leveraged syndicated loan market almost exclusively consists of
underwritten deals, whereas the U.S. market contains mostly best-efforts.
M.D.COLLEGE TYFM LOAN SYNDICATION
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CHAPTER - 9
DOCUMENTATION
IMPORTANT PROVISION OF LOAN SYNDICATION
AGREEMENT
1. The loan agreement specifies the interest, commitment fees and the
management fees that the borrower should pay to the lender.
2. Document pertaining to borrower’s financial position, over run finance
agreement, got approvals received (for example: relating to tax, reduction
at sources) trying up of other financial requirements (if required),
certificates from lawyers, and other internal and external approval that
would be required.
3. The primary or the secondary security against which the loan is taken
will have to be decided.
4. The circumstances that are to be treated as default and suit against the
borrower is not servicing the loan, cross default clauses (aimed at giving
the lenders the right to accelerate repayment of the loan in the event of
the borrower or guarantor is in default under any loan agreement), etc.
are decided.
5. Jurisdiction is an important element of any international loan agreement
and it tells which country’s law is applicable.
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DOCUMENTATION FOR A SYNDICATED LOAN
• MANDATE LETTER
The borrower appoints the Arranger via a Mandate Letter (sometimes also
called a Commitment Letter). The content of the Mandate Letter varies
according to whether the Arranger is mandated to use its "best efforts" to
arrange the required facility or if the Arranger is agreeing to "underwrite"
the required facility. The provisions commonly covered in a Mandate Letter
include:
1. An agreement to "underwrite" or use "best efforts to arrange";
2. Titles of the arrangers, commitment amounts, exclusivity provisions;
3. Conditions to lenders' obligations;
4. Syndication issues (including preparation of an information
memorandum, presentations to potential lenders, clear market provisions,
market flex provisions and syndication strategy);
5. Costs cover and indemnity clauses.
• TERM SHEET
The Mandate Letter will usually be signed with a Term Sheet attached to it.
The Term Sheet is used to set out the terms of the proposed financing prior
to full documentation. It sets out the parties involved, their expected roles
and many key commercial terms (for example, the type of facilities, the
facility amounts, the pricing, the term of the loan and the covenant package
that will be put in place).
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• INFORMATION MEMORANDUM
Typically prepared by both the Arranger and the borrower and sent out by
the Arranger to potential syndicate members. The Arranger assists the
borrower in writing the information memorandum on the basis of
information provided by the borrower during the due diligence process. It
contains a commercial description of the borrower's business, management
and accounts, as well as the details of the proposed loan facilities being
given.
It is not a public document and all potential lenders that wish to see it
usually sign a confidentiality undertaking.
• SYNDICATED LOAN AGREEMENT
The Loan Agreement sets out the detailed terms and conditions on which the
Facility is made available to the borrower.
• FEE LETTERS
In addition to paying interest on the Loan and any related bank expenses, the
borrower must pay fees to those banks in the syndicate who have performed
additional work or taken on greater responsibility in the loan process,
primarily the Arranger, the Agent and the Security Trustee. Details of these
fees are usually put in separate side letters to ensure confidentiality. The
Loan Agreement should refer to the Fee Letters and when such fees are
payable to ensure that any non-payment by the borrower carries the remedies
of default set out in the Loan Agreement.
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CHAPTER - 10
SYNDICATION LOAN TRANSFER
REASONS TO SELL A PARTICIPATION IN LOAN
SYNDICATION
A lender under a syndicated loan may decide to sell its commitment in a
facility for one or more of the following reasons:
• REALIZING CAPITAL
If the loan is a long-term facility, a lender may need to sell its share of the
commitment to realize capital or take advantage of new lending
opportunities.
• RISK/PORTFOLIO MANAGEMENT
A lender may consider that its loan portfolio is weighted with too much
emphasis on a particular type of borrower or Loan or may wish to alter the
yield dynamics of its loan portfolio. By selling its commitment in this loan,
it may lend elsewhere, thus diversifying its portfolio.
• REGULATORY CAPITAL REQUIREMENTS
A bank's ability to lend is subject to both internal and external requirements
to retain a certain percentage of its capital as cover for its existing loan
obligations. These are known as "Regulatory Capital Requirements".
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• UNDERWRITTEN DEAL
• An underwritten deal is one for which the arrangers guarantee the entire
commitment, and then syndicate the loan.
• If the arrangers cannot fully subscribe the loan, they are forced to absorb
the difference, which they may later try to sell to investors.
• If it is not get sold than the arranger may be forced to sell at a discount
and, potentially, even take a loss on the paper.
• Arrangers underwrite loans for several reasons. First, offering an
underwritten loan can be a competitive tool to win mandates.
• Second, underwritten loans usually require more lucrative fees because
the agent is on the hook if potential lenders balk.
• BEST-EFFORTS SYNDICATION
• A best-efforts syndication is one for which the arranger group commits to
underwrite less than the entire amount of the loan, leaving the credit to
the vicissitudes of the market.
• Traditionally, best-efforts syndications were used for risky borrowers or
for complex transactions.
• Since the late 1990s, however, the rapid acceptance of market-flex
language has made best-efforts loans the rule even for investment-grade
transactions.
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FORMS OF TRANSFER
The most common forms of transfer to enable a lender to sell its loan
commitment are:
• Novation. (the most common legal mechanic used in transfer
certificates scheduled to loan agreements)
• Legal assignment.
• Equitable assignment.
• Funded participation.
• Risk participation.
Methods (i) and (ii) result in the lender disposing of its loan commitment
with the new lender assuming a direct contractual relationship with the
borrower, whilst methods (iii) to (v) result in the lender retaining a
contractual relationship with the borrower.
Each of these methods is now explained in more detail:
1) NOVATION
• Novation is the only way in which a lender can effectively 'transfer' all its
rights and obligations under the Loan Agreement.
• The process of transfer effectively cancels the existing lender's
obligations and rights under the loan, while the new lender assumes
identical new rights and obligations in their place.
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• Therefore the contractual relationship between the transferring lender and
the parties to the loan agreement cease.
• The new lender enters into a direct relationship with the borrower, the
agent and the other lenders.
• The borrower has to be a party to the novation process.
• The documentation required to affect a novation of a participation in a
syndicated loan depends on the provisions in the Loan Agreement.
• However most Loan Agreements (including the LMA recommended
form) have a transfer certificate attached as a schedule that operates by
way of novation.
• The Agent, the new lender and the existing lender are the only parties
usually required to execute the transfer certificate.
2) LEGAL ASSIGNMENT
• Assignment involves the transfer of rights, but not obligations.
• For a legal assignment, Section.136 of the Law of Property Act 1925
provides that the assignment must be:
Absolute (i.e. the whole of the debt outstanding to the existing lender).
In writing and signed by the existing lender.
Notified in writing to the borrower.
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• In the context of the syndicated loan, a legal assignment will transfer all
of the existing lender's rights under the Loan Agreement (including the
right to sue the borrower and the right to discharge the assigned debt) to
the new lender.
• The obligation of the existing lender to provide funds to the borrower
cannot be transferred by legal assignment and thus remains with the
existing lender.
• The new lender pays the existing lender any funds due under the loan and
the existing lender sends those funds on to the Agent, who then passes
such funds on to the borrower.
3) EQUITABLE ASSIGNMENT
• As mentioned above, an equitable assignment is created when one or
more of the provisions of section 136 of the Law of Property Act 1925 is
not met.
• In contrast to a legal assignment, the new lender, as the equitable
assignee, must join the existing lender, as assignor.
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• The most significant difference between a legal and equitable assignment
arises if the borrower is not notified of the assignment.
• If the borrower is not notified of the assignment, the new lender will be
subject to all equities which arise between the existing lender and the
borrower.
4) FUNDED PARTICIPATION
• Under a funded participation the existing lender and the participant enter
into a contract providing that the participant while repaying the principle
amount of the loan and the interest will provide the existing lender with
the same amount of shares in the share capital of the company.
• A funded participation agreement is made between the existing lender
and the participant.
• This creates new contractual rights between the existing lender and the
participant.
• However this is not an assignment of those existing rights and the
existing lender remains in a direct contractual relationship with the
borrower.
• The existing lnder remains liable under the Syndicated Loan Agreement.
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 32 | P a g e
5) RISK PARTICIPATION
• Risk participation is a form of participation which acts like a guarantee.
• The risk participant will not immediately place any money with the
existing lender, but will agree, for a fee, to put the existing lender in
funds in certain circumstances (typically on any payment default by the
borrower).
• Risk participation may be provided by a new lender as an interim
measure before it takes full transfer of a loan.
• No borrower consent is required for either a Funded Participation or a
Risk Participation, so this process can be confidential.
• There is no direct contract between the new lender and the borrower but
the participant usually obtains rights of subrogation because in case of
default by the borrower at the time of indemnifying the participant the
risk participant can gains the right to step into the existing lender's shoes.
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 33 | P a g e
CHAPTER - 11
TOP 20 BANKS
PARTICIPATING IN LOAN SYNDICATION
RANK PARTICIPATING BANK COUNTRY
1 RAIFFEISEN ZENTRALBANK
ÖSTERREICH AG
AUSTRIA
2
UNICREDIT HVB GROUP BANK
AUSTRIA CREDITANSTALT
BAYERISCHE HYPO-UND
VEREINSBANK AG
UNICREDITO ITALIANO SPA
ITALY
AUSTRIA
GERMANY
3 ING GROEP NV NETHERLANDS
4
ERSTE BANK DER
OESTERREICHISCHEN
SPARKASSEN AG
FRANCE
5
ERSTE BANK DER
OESTERREICHISCHEN
SPARKASSEN AG
AUSTRIA
6 BNP PARIBAS SA FRANCE
7 STANDARD BANK LONDON LTD
UNITED
KINGDOM
8 COMMERZ BANK AG GERMANY
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 34 | P a g e
9 BAYERISCHE LANDERS BANK GERMANY
10 DEXIA SA BELGIUM
11 NORDEA BANK SWEDEN AB(PUBL) SWEDEN
12 ABN AMRO BANK NB NETHERLANDS
13 FORTIS GROUP BELGIUM
14
FMO (THE NETHERLANDS
DEVELOPMENT FINANCE
COMPANY)
NETHERLANDS
15 CORDIANT CAPITAL INC CANADA
16
SUMITOMO MITSUI BANKING
CORPORATION
JAPAN
17
SKANDINAVISKA ENSKILDA
BANKEN AB
SWEDEN
18 STATE BANK OF INDIA INDIA
19 INTESA SANPAOLO SPA ITALY
20 SOCIETE GENERALE FRANCE
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 35 | P a g e
CHAPTER - 12
ROLE OF CREDIT RATING AGENCIES IN LOAN
SYNDICATION
A credit rating agency is an independent body which gives its opinion on the
future ability, legal obligation and moral commitment of an entity to meet its
financial obligation in a timely manner. Globally, credit ratings are pre-
requisite for raising finance and is used to assist potential investors in
decision making. Credit rating agencies specialize in analyzing and
evaluating the credit worthiness of the corporate and sovereign issuers.
Credit rating agencies bridge the gap of information between lenders and
borrowers regarding the credit worthiness of the borrower.
Issuers with lower credit rating always pay higher interest rate involving
larger risk premium then the higher rated issued. Rating determines the
eligibility of borrower to borrow and timely repayment of the loan.
The rating fall into two categories:
1) Recognized
2) Non – Recognized
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 8 | P a g e
• CLUB DEAL
A club deal is a smaller loan usually $25–100 million, but as high as $150
million—that is pre marketed to a group of relationship lenders. The
arranger is generally a first among equals, and each lender gets a full cut, or
nearly a full cut, of the fees.
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 37 | P a g e
SIGNIFICANCE OF CREDIT RATING AGENCIES:
• Level of credit rating is indirectly proportionate to borrowing cost.
Higher the credit rating lower the borrowing cost and vice – versa.
• Rating provides information to the investment community and facilitates
access to debt market to borrower.
• Rating agencies provides free publicity about the financial performance
and make it easy to institute financial management technique which will
improve future ratings.
• Credit rating affects both sides of the balance sheet. (Borrowing and
investment)
• Opinion of credit rating agencies affect policies of the government and
corporate directly because government as well as corporate may avoid
certain decisions which may downgrade their future.
• Credit rating benefits both the parties. (Investor and borrower)
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 38 | P a g e
CREDIT RATING AGENCIES PROCESS:
Credit rating agencies normally use quantitative and qualitative methods for
rating. A sovereign rating involves “measuring a risk that the government
may default on its own obligation either in local currency or foreign
currency.” Rating agencies take into account both, ability as well as
willingness a government to repay its debt in a timely manner. In accessing
sovereign rick credit rating agencies highlight several parameters like:
• ECONOMIC PARAMETERS.
• POLITICAL PARAMETERS.
• FISCAL AND MONETARY FLEXIBILITY.
• DEBT BURDEN OF THE COUNTRY.
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 39 | P a g e
NAME OF
THE COMPANY
LOAN
RATING
MOODY'S
/S&P
COUPO
N
MATURIT
Y
BOSQUE POWER CO. WR/NR L+525 12/22/2014
CELANESE US HOLDINGS
LLC
N.R.*/N.R.* N.R.*/N.
R.*
10/1/2016
CHARTER
COMMUNICATIONS
WR/BB+ L+262.5 3/6/2014
CLAIRE'S STORES CAA2/B- L+275 5/29/2014
CLEAR CHANNEL
COMMUNICATIONS
CAA1/CCC L+365 1/30/2016
COLETO CREEK
B1/B+ L+275 6/28/2013
CONSTELLATION
BRANDS INC
BA3/BB L+150 5/11/2013
DEX MEDIA WEST LLC N.R.*/N.R.* L+450 10/24/2014
FORD MOTOR
BA3/BB L+300 12/15/2013
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 40 | P a g e
LAST MONTH‘S LOANS SYNDICATION TRACK
RECORD
GATEHOUSE MEDIA
CA/CCC- L+200 2/27/2014
HERBST GAMING WR/NR L+187.5 12/8/2013
HERCULES OFFSHORE B2/B- L+650 7/11/2013
ISLE OF CAPRI CASINOS B1/B+ L+175 12/19/2013
JOHN MANEELY CO B3/B L+325 12/9/2013
LEVEL 3
COMMUNICATIONS
B1/B+ L+225 3/1/2014
METRO-GOLDWYN-
MAYER INC
N.R.*/N.R.* L+275 4/8/2012
NEIMAN MARCUS GROUP
INC
B2/BB- L+200 4/6/2013
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 9 | P a g e
CHAPTER - 4
CREDIT INSTRUMENTS OF LOANS
SYNDICATION
Syndicated loan agreements may contain only a term or revolving facility or
they can contain a combination of both or several of each type (for example,
multiple term loans in different currencies and with different maturity
profiles are not uncommon). There can be one borrower or a group of
borrowers with provision allowing for the accession of new borrowers under
certain circumstances from time to time. The facility may include a
guarantor or guarantors and again provisions may be incorporated allowing
for additional guarantors to accede to the agreement.
Two types of loan facility are commonly syndicated: term loan facilities and
revolving loan facilities:
• TERM LOAN FACILITY
• Under a term loan facility the lenders provide a specified capital sum
over a set period of time, known as the "term".
• The borrower is allowed a short period after executing the loan (the
"availability" or "commitment" period), during which time it can draw
loans up to a specified maximum facility limit.
• Repayment may be in installments or there may be one payment at the
end of the facility.
• Once a term loan has been repaid by the borrower, it cannot be re-drawn.
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 42 | P a g e
For Infrastructure development; Due to tremendous growth in infrastructure
sector, loans syndication have become a most sought credit instruments in
the most emerging markets. So far infrastructure development was the
domain of government. But due financial constraints and budget deficits it
has been transformed into Public Private Participation and built operate and
transfer mechanism.
Since the needs of the corporate who undertake infrastructure finance is
large one. Corporate have different options like Market, Financial
institutions and Venture Capital to raise long term Finance. Now-a-Days
loans syndication is also used for mergers, acquisitions and takeovers. There
is a big structural change going on now in loans syndication market. Till
now there were no negotiations in loans syndication but now there are two
way quotes in loans in International Capital Markets. There are best prices
being given to both borrower and the lenders.
M.D.COLLEGE TYFM LOAN SYNDICATION
B.COOM (FINANCIAL MARKETS) 43 | P a g e
CHAPTER - 14
BIBILIOGRAPHY
(A) BOOKS REFERRED:
(1) INTERNATIONAL BANKING OPERATIONS -
MACMILLAN
(2) BANKING MANAGEMENT -
BHUPENDRA NAUTIYAL
(3) INTERNATIONAL BANKING AND FINANCE -
K.VISHWANATHAN
(4) INDIAN BANKING IN THE NEW MILLLENIUM -
M. P. SHRIVASTAVA, S. R. SINGH
(B) (B) WEBSITES:
(1) www.investopedia.com
(2) www.lsta.org
(3) www.wikipedia.org
(4) www.ebrd.org

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Loan syndication

  • 1. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 1 | P a g e CHAPTER - 1 INTRODUCTION LOAN MARKET IN U.S.A. In the U.S., market flex language drives initial pricing levels. Before formally launching a loan to these retail accounts, arrangers will often get a market read by informally polling select investors to gauge their appetite for the credit. After this market read, the arrangers will launch the deal at a spread and fee that it thinks will clear the market. Until 1998, this would have been it. Once the pricing, or the initial spread over a base rate which is usually LIBOR, was set, it was set, except in the most extreme cases. If the loans were undersubscribed, the arrangers could very well be left above their desired hold level. Since the 1998 Russian financial crisis roiled the market, however, arrangers have adopted market-flex language, which allows them to change the pricing of the loan based on investor demand—in some cases within a predetermined range—and to shift amounts between various tranches of a loan, as a standard feature of loan commitment letters. As a result of market flex, loan syndication functions as a book-building exercise, in bond-market parlance. A loan is originally launched to market at a target spread or, as was increasingly common by 2008 with a range of spreads referred to as price talk (i.e., a target spread of, say, LIBOR+250 to LIBOR+275). Investors then will make commitments that in many cases are tiered by the spread. For example, an account may put in for $25 million at LIBOR+275 or $15 million at LIBOR+250. At the end of the process, the arranger will total up the commitments and then make a call on where to
  • 2. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 2 | P a g e price the paper. Following the example above, if the paper is vastly oversubscribed at LIBOR+250, the arranger may slice the spread further. Conversely, if it is undersubscribed even at LIBOR+275, then the arranger will be forced to raise the spread to bring more money to the table.
  • 3. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 3 | P a g e LOAN MARKET IN EUROPE In Europe, banks have historically dominated the debt markets because of the intrinsically regional nature of the arena. Regional banks have traditionally funded local and regional enterprises because they are familiar with regional issuers and can fund the local currency. Since the Euro zone was formed in 1998, the growth of the European leveraged loan market has been fuelled by the efficiency provided by this single currency as well as an overall growth in merger & acquisition (M&A) activity, particularly leveraged buyouts due to private equity activity. Regional barriers (and sensitivities toward consolidation across borders) have fallen, economies have grown and the euro has helped to bridge currency gaps. As a result, in Europe, more and more leveraged buyouts have occurred over the past decade and, more significantly, they have grown in size as arrangers have been able to raise bigger pools of capital to support larger, multi- national transactions. To fuel this growing market, a broader array of banks from multiple regions now fund these deals, along with European institutional investors and U.S. institutional investors, resulting in the creation of a loan market that crosses the Atlantic.
  • 4. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 4 | P a g e CHAPTER - 2 LOAN SYNDICATION The size of loan is large, individual banks cannot or will not be able to finance. They would prefer to spread risk among a number of banks or a group of banks is called as “Syndication of loans”. These days there are large group of banks that form syndicates to arrange huge amount of loans for corporate borrowers the corporate that would want a loan but not be aware of those banks willing to lend. Hence, syndication pays a vital role here. Once the borrowers has decided upon the size of the loan, he prepares an information memorandum containing information like the amount he requires, the purpose, business details of his country and its economy. Then he receives bids (after this the borrower and the lender sit across the table to discuss about the terms and conditions of lending this process of negotiations is called ‘syndication’.) The process of syndication starts with an invitation for bids from the borrower. The mandate is given to a particular bank or institution that will take the responsibility of syndicating the loan while arranging the financing banks. Syndication is done on a best effort basis or an underwriting basis. It is usually the lead manager who acts as the syndicator of loans, the lead manager has dual tasks that is, formation of syndicate documentation and loan agreement. Common documentation is signed by the participation banks or common terms and conditions. Thus, the advantages of the syndicated loans are the size of the loan, speed and certainty of funds, maturity profile of the loan, flexibility in repayment, lower cost of fund,
  • 5. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 5 | P a g e diversity of currency, simpler banking relationship and possibility of renegotiation. "Syndication is an arrangement where a group of banks, which may not have any other business relationship with the borrower, participate for a single loan." Typically, syndicated loans are structured as term loans or operating revolvers. However, they may also include tranche or segmented structures, letters of credit, acquisition facilities, construction financing, asset-based structures, project financing and trade finance. The standard theory for why banks join forces in a syndicate is risk diversification. FOR EXAMPLE: If a company wants a huge amount as a loan for expansion or any other purpose, say when Reliance or ITC wants money, loans are got from the banks. But generally, it got from a single bank and that single bank alone shares the risk. Take the case of funding a rocket launch - if the launch is a failure, then the bank which funds for it may become bankrupt. But in syndication, many banks come together and fund a single project. Loan syndication is basically done to share the total loss or liability.
  • 6. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 6 | P a g e CHAPTER - 3 TYPES OF LOANS SYNDICATION Globally, there are three types of underwriting for syndications: an underwritten deal, best-efforts syndication, and a club deal. The European leveraged syndicated loan market almost exclusively consists of underwritten deals, whereas the U.S. market contains mostly best-efforts.
  • 7. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 3 | P a g e LOAN MARKET IN EUROPE In Europe, banks have historically dominated the debt markets because of the intrinsically regional nature of the arena. Regional banks have traditionally funded local and regional enterprises because they are familiar with regional issuers and can fund the local currency. Since the Euro zone was formed in 1998, the growth of the European leveraged loan market has been fuelled by the efficiency provided by this single currency as well as an overall growth in merger & acquisition (M&A) activity, particularly leveraged buyouts due to private equity activity. Regional barriers (and sensitivities toward consolidation across borders) have fallen, economies have grown and the euro has helped to bridge currency gaps. As a result, in Europe, more and more leveraged buyouts have occurred over the past decade and, more significantly, they have grown in size as arrangers have been able to raise bigger pools of capital to support larger, multi- national transactions. To fuel this growing market, a broader array of banks from multiple regions now fund these deals, along with European institutional investors and U.S. institutional investors, resulting in the creation of a loan market that crosses the Atlantic.
  • 8. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 8 | P a g e • CLUB DEAL A club deal is a smaller loan usually $25–100 million, but as high as $150 million—that is pre marketed to a group of relationship lenders. The arranger is generally a first among equals, and each lender gets a full cut, or nearly a full cut, of the fees.
  • 9. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 9 | P a g e CHAPTER - 4 CREDIT INSTRUMENTS OF LOANS SYNDICATION Syndicated loan agreements may contain only a term or revolving facility or they can contain a combination of both or several of each type (for example, multiple term loans in different currencies and with different maturity profiles are not uncommon). There can be one borrower or a group of borrowers with provision allowing for the accession of new borrowers under certain circumstances from time to time. The facility may include a guarantor or guarantors and again provisions may be incorporated allowing for additional guarantors to accede to the agreement. Two types of loan facility are commonly syndicated: term loan facilities and revolving loan facilities: • TERM LOAN FACILITY • Under a term loan facility the lenders provide a specified capital sum over a set period of time, known as the "term". • The borrower is allowed a short period after executing the loan (the "availability" or "commitment" period), during which time it can draw loans up to a specified maximum facility limit. • Repayment may be in installments or there may be one payment at the end of the facility. • Once a term loan has been repaid by the borrower, it cannot be re-drawn.
  • 10. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 10 | P a g e • REVOLVING LOAN FACILITY • A revolving loan facility provides a borrower with a maximum aggregate amount of capital, available over a specified period of time. • Unlike a term loan, the revolving loan facility allows the borrower to draw down, repay and re-draw loans advanced to it of the available capital during the term of the facility. • Each loan is borrowed for a set period of time, usually one, three or six months. • Repayment of a revolving loan is made either by regular reductions in the total amount of the facility over time, or by all outstanding loans being repaid on the date of termination. • If another revolving loan is made to refinance another revolving loan which has a maturity on the same date it is called as "rollover loan". • A revolving loan facility is a particularly flexible financing tool as it may be drawn by a borrower by way of simple loans, but it is also possible to incorporate different types of financial accommodation within it.
  • 11. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 11 | P a g e CHAPTER - 5 NEED FOR LOAN SYNDICATION CORPORATES OPTION FOR SYNDICATION WHEN 1. The borrower wants to raise large amount of money quickly and conveniently. 2. The amount exceeds the exposure limits or appetite of any one lender. 3. The borrower does not want to deal with a large number of lenders. Traditionally, loan syndication was practiced in Europe. Euro syndicated loan is usually a floating rate loan with fixed maturity, a fixed draw down period and a specified repayment schedule. One, two or even three banks may act as lead managers and distribute the loan among themselves and other participating banks. One of the lead banks acts as the agent bank and administers the loan after execution, disbursing funds to the borrower, collecting and distributing interest payments and principal repayments among lead banks, etc. A typical Euro credit would have maturity between 5 to 10 years, amortization in semi-annual installments, and interest rate reset every three or six months with reference to LIBOR. Syndicated loans can be structured to incorporate various options, e.g., a drop lock feature converts the floating rate loan into a fixed rate loan if the benchmark index hits a specified floor. A multi-currency option allows the borrower to switch the currency of denomination on a roll-over date. Security in the form of government guarantee or mortgage on assets is required for borrowers in developing countries like India.
  • 12. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 4 | P a g e CHAPTER - 2 LOAN SYNDICATION The size of loan is large, individual banks cannot or will not be able to finance. They would prefer to spread risk among a number of banks or a group of banks is called as “Syndication of loans”. These days there are large group of banks that form syndicates to arrange huge amount of loans for corporate borrowers the corporate that would want a loan but not be aware of those banks willing to lend. Hence, syndication pays a vital role here. Once the borrowers has decided upon the size of the loan, he prepares an information memorandum containing information like the amount he requires, the purpose, business details of his country and its economy. Then he receives bids (after this the borrower and the lender sit across the table to discuss about the terms and conditions of lending this process of negotiations is called ‘syndication’.) The process of syndication starts with an invitation for bids from the borrower. The mandate is given to a particular bank or institution that will take the responsibility of syndicating the loan while arranging the financing banks. Syndication is done on a best effort basis or an underwriting basis. It is usually the lead manager who acts as the syndicator of loans, the lead manager has dual tasks that is, formation of syndicate documentation and loan agreement. Common documentation is signed by the participation banks or common terms and conditions. Thus, the advantages of the syndicated loans are the size of the loan, speed and certainty of funds, maturity profile of the loan, flexibility in repayment, lower cost of fund,
  • 13. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 13 | P a g e loans and have been responsible for a portion of the recent losses of financial institutions.
  • 14. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 14 | P a g e CHAPTER - 6 STAGES AND PROCESS OF LOAN SYNDICATION STAGES INVOLVED IN LOANS SYNDICATION • PRE - MANDATE PHASE The prospective borrower may liaise with a single bank or it may invite competitive bids from a number of banks. The lead bank identifies the needs of the borrower, designs an appropriate loan structure, develops a persuasive credit proposal, and obtains internal approval. The mandate is created. The documentation is created with the help of specialist lawyers.
  • 15. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 15 | P a g e • PLACING THE LOAN The lead bank can start to sell the loan in the market place. The lead bank needs to prepare an information memorandum, term sheet, and legal documentation and approach selected banks and invite participation. The lead manager carries out the negotiations and controversies are ironed out. The syndication deal is closed, including signing of the mandate. • POST - CLOSURE PHASE The agent now handles the day-to-day running of the loan facility.
  • 16. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 16 | P a g e PROCESS INVOLVED IN LOAN SYNDICATION • The borrower decides about the size and currency of the loan he desires to borrowers and approaches the banks for arranging the financing on the basis of business, purpose of the loan, etc. • For a name acceptable in the market, in general several banks or group of banks will come forward with offers indicating broad terms on which they are willing to arrange the loan. The bank offers to be Lead Manager. In their offers, the lead manager would indicate the loan and its commitment and other charges and spreads over LIBOR on which they are willing to arrange the loan. • The borrower chooses the bid which appears to be the best to him in terms of the package, other terms and conditions and the relationship factor, etc., on receiving the bid from various banks or groups of banks. • The loan gets finalized by both the borrowers and the lenders on and the lenders on an information memorandum giving financial details and other details of the borrower. The lead manager would participate in the loan from lenders based on the information memorandum. • The entire fees would be showed by the participating bank (based on their participation) and lead manager. • The Lead Manager are liable to finance the balance amount. • The next step in finalization of the loan agreement by borrowers and lender is done after the participants are known and the loan is published through a financial press.
  • 17. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 5 | P a g e diversity of currency, simpler banking relationship and possibility of renegotiation. "Syndication is an arrangement where a group of banks, which may not have any other business relationship with the borrower, participate for a single loan." Typically, syndicated loans are structured as term loans or operating revolvers. However, they may also include tranche or segmented structures, letters of credit, acquisition facilities, construction financing, asset-based structures, project financing and trade finance. The standard theory for why banks join forces in a syndicate is risk diversification. FOR EXAMPLE: If a company wants a huge amount as a loan for expansion or any other purpose, say when Reliance or ITC wants money, loans are got from the banks. But generally, it got from a single bank and that single bank alone shares the risk. Take the case of funding a rocket launch - if the launch is a failure, then the bank which funds for it may become bankrupt. But in syndication, many banks come together and fund a single project. Loan syndication is basically done to share the total loss or liability.
  • 18. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 18 | P a g e • PARTICIPATING BANK This bank participates in the syndication by lending a portion of the total amount required. It is entitled to receive the interest and the participation fee. But it, however, faces risks such as: 1. Borrower credit risk. 2. Passive approval and complacency • FACILITY MANAGER / AGENT This bank takes care of all the administrative arrangements over the term of loan, e.g., disbursements, repayments, compliance. This bank acts on behalf of all the banks participating. This may be either the lead manger or the underwriting bank. FUNCTIONS OF AGENT • POINT OF CONTACT Maintaining contact with the borrower and representing the views of the syndicate. • MONITOR Monitoring the compliance of the borrower with certain terms of the facility.
  • 19. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 19 | P a g e • RECORD-KEEPER It is the agent to whom the borrower is usually required to give notice. • PAYING AGENT The borrower makes all payments of interest and repayments of principal and any other payments required under the Loan Agreement to the Agent. The Agent passes these monies back to the banks to which they are due. Similarly the banks advance funds to the borrower through the Agent).
  • 20. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 20 | P a g e CHAPTER - 8 SIGNIFICANCE OF LOAN SYNDICATION • ADVANTAGES • Syndicated loan facilities can increase competition for your business, prompting other banks to increase their efforts to put market information in front of you in the hopes of being recognized. • Flexibility in structure and pricing. Borrowers have a variety of options in shaping their syndicated loan, multicurrency options, risk management techniques, and prepayment rights without penalty. • Syndicated facilities bring businesses the best prices in aggregate and spare companies the time and effort of negotiating individually with each bank. • Loans terms can be abbreviated. • Increased feedback. Syndicated banks sometimes willing to share perspectives on business issues with the agent that they would be reluctant to share with the borrowing business.
  • 21. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 21 | P a g e • Syndicated loans brings the borrower greater visibility in the open market. Bunn noted that “for commercial papers issuers, rating agencies view a multi – year syndicated facility as stronger support than several bilateral one – year lines of credit.” • Working capital credit (refinancing of small lines of credit, etc.). • Export finance (including ECAs). • Capital goods financing (machinery, etc.). • Mergers & Acquisitions. • Project finance (SPVs, structured according to cash flow). • Stand-by facilities Guarantees (supply, service, etc.). • Trade finance (Letters of credit, promissory notes, forfeiting). • Allows the borrower to access from diverse group of financial institutions. • Borrowers can raise funds more cheaply in the syndicated loan market than by borrowing the same amount of money through a series of bilateral loans. • This cost saving increases as the amount required rises.
  • 22. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 6 | P a g e CHAPTER - 3 TYPES OF LOANS SYNDICATION Globally, there are three types of underwriting for syndications: an underwritten deal, best-efforts syndication, and a club deal. The European leveraged syndicated loan market almost exclusively consists of underwritten deals, whereas the U.S. market contains mostly best-efforts.
  • 23. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 23 | P a g e CHAPTER - 9 DOCUMENTATION IMPORTANT PROVISION OF LOAN SYNDICATION AGREEMENT 1. The loan agreement specifies the interest, commitment fees and the management fees that the borrower should pay to the lender. 2. Document pertaining to borrower’s financial position, over run finance agreement, got approvals received (for example: relating to tax, reduction at sources) trying up of other financial requirements (if required), certificates from lawyers, and other internal and external approval that would be required. 3. The primary or the secondary security against which the loan is taken will have to be decided. 4. The circumstances that are to be treated as default and suit against the borrower is not servicing the loan, cross default clauses (aimed at giving the lenders the right to accelerate repayment of the loan in the event of the borrower or guarantor is in default under any loan agreement), etc. are decided. 5. Jurisdiction is an important element of any international loan agreement and it tells which country’s law is applicable.
  • 24. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 24 | P a g e DOCUMENTATION FOR A SYNDICATED LOAN • MANDATE LETTER The borrower appoints the Arranger via a Mandate Letter (sometimes also called a Commitment Letter). The content of the Mandate Letter varies according to whether the Arranger is mandated to use its "best efforts" to arrange the required facility or if the Arranger is agreeing to "underwrite" the required facility. The provisions commonly covered in a Mandate Letter include: 1. An agreement to "underwrite" or use "best efforts to arrange"; 2. Titles of the arrangers, commitment amounts, exclusivity provisions; 3. Conditions to lenders' obligations; 4. Syndication issues (including preparation of an information memorandum, presentations to potential lenders, clear market provisions, market flex provisions and syndication strategy); 5. Costs cover and indemnity clauses. • TERM SHEET The Mandate Letter will usually be signed with a Term Sheet attached to it. The Term Sheet is used to set out the terms of the proposed financing prior to full documentation. It sets out the parties involved, their expected roles and many key commercial terms (for example, the type of facilities, the facility amounts, the pricing, the term of the loan and the covenant package that will be put in place).
  • 25. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 25 | P a g e • INFORMATION MEMORANDUM Typically prepared by both the Arranger and the borrower and sent out by the Arranger to potential syndicate members. The Arranger assists the borrower in writing the information memorandum on the basis of information provided by the borrower during the due diligence process. It contains a commercial description of the borrower's business, management and accounts, as well as the details of the proposed loan facilities being given. It is not a public document and all potential lenders that wish to see it usually sign a confidentiality undertaking. • SYNDICATED LOAN AGREEMENT The Loan Agreement sets out the detailed terms and conditions on which the Facility is made available to the borrower. • FEE LETTERS In addition to paying interest on the Loan and any related bank expenses, the borrower must pay fees to those banks in the syndicate who have performed additional work or taken on greater responsibility in the loan process, primarily the Arranger, the Agent and the Security Trustee. Details of these fees are usually put in separate side letters to ensure confidentiality. The Loan Agreement should refer to the Fee Letters and when such fees are payable to ensure that any non-payment by the borrower carries the remedies of default set out in the Loan Agreement.
  • 26. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 26 | P a g e CHAPTER - 10 SYNDICATION LOAN TRANSFER REASONS TO SELL A PARTICIPATION IN LOAN SYNDICATION A lender under a syndicated loan may decide to sell its commitment in a facility for one or more of the following reasons: • REALIZING CAPITAL If the loan is a long-term facility, a lender may need to sell its share of the commitment to realize capital or take advantage of new lending opportunities. • RISK/PORTFOLIO MANAGEMENT A lender may consider that its loan portfolio is weighted with too much emphasis on a particular type of borrower or Loan or may wish to alter the yield dynamics of its loan portfolio. By selling its commitment in this loan, it may lend elsewhere, thus diversifying its portfolio. • REGULATORY CAPITAL REQUIREMENTS A bank's ability to lend is subject to both internal and external requirements to retain a certain percentage of its capital as cover for its existing loan obligations. These are known as "Regulatory Capital Requirements".
  • 27. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 7 | P a g e • UNDERWRITTEN DEAL • An underwritten deal is one for which the arrangers guarantee the entire commitment, and then syndicate the loan. • If the arrangers cannot fully subscribe the loan, they are forced to absorb the difference, which they may later try to sell to investors. • If it is not get sold than the arranger may be forced to sell at a discount and, potentially, even take a loss on the paper. • Arrangers underwrite loans for several reasons. First, offering an underwritten loan can be a competitive tool to win mandates. • Second, underwritten loans usually require more lucrative fees because the agent is on the hook if potential lenders balk. • BEST-EFFORTS SYNDICATION • A best-efforts syndication is one for which the arranger group commits to underwrite less than the entire amount of the loan, leaving the credit to the vicissitudes of the market. • Traditionally, best-efforts syndications were used for risky borrowers or for complex transactions. • Since the late 1990s, however, the rapid acceptance of market-flex language has made best-efforts loans the rule even for investment-grade transactions.
  • 28. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 28 | P a g e FORMS OF TRANSFER The most common forms of transfer to enable a lender to sell its loan commitment are: • Novation. (the most common legal mechanic used in transfer certificates scheduled to loan agreements) • Legal assignment. • Equitable assignment. • Funded participation. • Risk participation. Methods (i) and (ii) result in the lender disposing of its loan commitment with the new lender assuming a direct contractual relationship with the borrower, whilst methods (iii) to (v) result in the lender retaining a contractual relationship with the borrower. Each of these methods is now explained in more detail: 1) NOVATION • Novation is the only way in which a lender can effectively 'transfer' all its rights and obligations under the Loan Agreement. • The process of transfer effectively cancels the existing lender's obligations and rights under the loan, while the new lender assumes identical new rights and obligations in their place.
  • 29. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 29 | P a g e • Therefore the contractual relationship between the transferring lender and the parties to the loan agreement cease. • The new lender enters into a direct relationship with the borrower, the agent and the other lenders. • The borrower has to be a party to the novation process. • The documentation required to affect a novation of a participation in a syndicated loan depends on the provisions in the Loan Agreement. • However most Loan Agreements (including the LMA recommended form) have a transfer certificate attached as a schedule that operates by way of novation. • The Agent, the new lender and the existing lender are the only parties usually required to execute the transfer certificate. 2) LEGAL ASSIGNMENT • Assignment involves the transfer of rights, but not obligations. • For a legal assignment, Section.136 of the Law of Property Act 1925 provides that the assignment must be: Absolute (i.e. the whole of the debt outstanding to the existing lender). In writing and signed by the existing lender. Notified in writing to the borrower.
  • 30. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 30 | P a g e • In the context of the syndicated loan, a legal assignment will transfer all of the existing lender's rights under the Loan Agreement (including the right to sue the borrower and the right to discharge the assigned debt) to the new lender. • The obligation of the existing lender to provide funds to the borrower cannot be transferred by legal assignment and thus remains with the existing lender. • The new lender pays the existing lender any funds due under the loan and the existing lender sends those funds on to the Agent, who then passes such funds on to the borrower. 3) EQUITABLE ASSIGNMENT • As mentioned above, an equitable assignment is created when one or more of the provisions of section 136 of the Law of Property Act 1925 is not met. • In contrast to a legal assignment, the new lender, as the equitable assignee, must join the existing lender, as assignor.
  • 31. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 31 | P a g e • The most significant difference between a legal and equitable assignment arises if the borrower is not notified of the assignment. • If the borrower is not notified of the assignment, the new lender will be subject to all equities which arise between the existing lender and the borrower. 4) FUNDED PARTICIPATION • Under a funded participation the existing lender and the participant enter into a contract providing that the participant while repaying the principle amount of the loan and the interest will provide the existing lender with the same amount of shares in the share capital of the company. • A funded participation agreement is made between the existing lender and the participant. • This creates new contractual rights between the existing lender and the participant. • However this is not an assignment of those existing rights and the existing lender remains in a direct contractual relationship with the borrower. • The existing lnder remains liable under the Syndicated Loan Agreement.
  • 32. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 32 | P a g e 5) RISK PARTICIPATION • Risk participation is a form of participation which acts like a guarantee. • The risk participant will not immediately place any money with the existing lender, but will agree, for a fee, to put the existing lender in funds in certain circumstances (typically on any payment default by the borrower). • Risk participation may be provided by a new lender as an interim measure before it takes full transfer of a loan. • No borrower consent is required for either a Funded Participation or a Risk Participation, so this process can be confidential. • There is no direct contract between the new lender and the borrower but the participant usually obtains rights of subrogation because in case of default by the borrower at the time of indemnifying the participant the risk participant can gains the right to step into the existing lender's shoes.
  • 33. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 33 | P a g e CHAPTER - 11 TOP 20 BANKS PARTICIPATING IN LOAN SYNDICATION RANK PARTICIPATING BANK COUNTRY 1 RAIFFEISEN ZENTRALBANK ÖSTERREICH AG AUSTRIA 2 UNICREDIT HVB GROUP BANK AUSTRIA CREDITANSTALT BAYERISCHE HYPO-UND VEREINSBANK AG UNICREDITO ITALIANO SPA ITALY AUSTRIA GERMANY 3 ING GROEP NV NETHERLANDS 4 ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG FRANCE 5 ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG AUSTRIA 6 BNP PARIBAS SA FRANCE 7 STANDARD BANK LONDON LTD UNITED KINGDOM 8 COMMERZ BANK AG GERMANY
  • 34. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 34 | P a g e 9 BAYERISCHE LANDERS BANK GERMANY 10 DEXIA SA BELGIUM 11 NORDEA BANK SWEDEN AB(PUBL) SWEDEN 12 ABN AMRO BANK NB NETHERLANDS 13 FORTIS GROUP BELGIUM 14 FMO (THE NETHERLANDS DEVELOPMENT FINANCE COMPANY) NETHERLANDS 15 CORDIANT CAPITAL INC CANADA 16 SUMITOMO MITSUI BANKING CORPORATION JAPAN 17 SKANDINAVISKA ENSKILDA BANKEN AB SWEDEN 18 STATE BANK OF INDIA INDIA 19 INTESA SANPAOLO SPA ITALY 20 SOCIETE GENERALE FRANCE
  • 35. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 35 | P a g e CHAPTER - 12 ROLE OF CREDIT RATING AGENCIES IN LOAN SYNDICATION A credit rating agency is an independent body which gives its opinion on the future ability, legal obligation and moral commitment of an entity to meet its financial obligation in a timely manner. Globally, credit ratings are pre- requisite for raising finance and is used to assist potential investors in decision making. Credit rating agencies specialize in analyzing and evaluating the credit worthiness of the corporate and sovereign issuers. Credit rating agencies bridge the gap of information between lenders and borrowers regarding the credit worthiness of the borrower. Issuers with lower credit rating always pay higher interest rate involving larger risk premium then the higher rated issued. Rating determines the eligibility of borrower to borrow and timely repayment of the loan. The rating fall into two categories: 1) Recognized 2) Non – Recognized
  • 36. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 8 | P a g e • CLUB DEAL A club deal is a smaller loan usually $25–100 million, but as high as $150 million—that is pre marketed to a group of relationship lenders. The arranger is generally a first among equals, and each lender gets a full cut, or nearly a full cut, of the fees.
  • 37. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 37 | P a g e SIGNIFICANCE OF CREDIT RATING AGENCIES: • Level of credit rating is indirectly proportionate to borrowing cost. Higher the credit rating lower the borrowing cost and vice – versa. • Rating provides information to the investment community and facilitates access to debt market to borrower. • Rating agencies provides free publicity about the financial performance and make it easy to institute financial management technique which will improve future ratings. • Credit rating affects both sides of the balance sheet. (Borrowing and investment) • Opinion of credit rating agencies affect policies of the government and corporate directly because government as well as corporate may avoid certain decisions which may downgrade their future. • Credit rating benefits both the parties. (Investor and borrower)
  • 38. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 38 | P a g e CREDIT RATING AGENCIES PROCESS: Credit rating agencies normally use quantitative and qualitative methods for rating. A sovereign rating involves “measuring a risk that the government may default on its own obligation either in local currency or foreign currency.” Rating agencies take into account both, ability as well as willingness a government to repay its debt in a timely manner. In accessing sovereign rick credit rating agencies highlight several parameters like: • ECONOMIC PARAMETERS. • POLITICAL PARAMETERS. • FISCAL AND MONETARY FLEXIBILITY. • DEBT BURDEN OF THE COUNTRY.
  • 39. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 39 | P a g e NAME OF THE COMPANY LOAN RATING MOODY'S /S&P COUPO N MATURIT Y BOSQUE POWER CO. WR/NR L+525 12/22/2014 CELANESE US HOLDINGS LLC N.R.*/N.R.* N.R.*/N. R.* 10/1/2016 CHARTER COMMUNICATIONS WR/BB+ L+262.5 3/6/2014 CLAIRE'S STORES CAA2/B- L+275 5/29/2014 CLEAR CHANNEL COMMUNICATIONS CAA1/CCC L+365 1/30/2016 COLETO CREEK B1/B+ L+275 6/28/2013 CONSTELLATION BRANDS INC BA3/BB L+150 5/11/2013 DEX MEDIA WEST LLC N.R.*/N.R.* L+450 10/24/2014 FORD MOTOR BA3/BB L+300 12/15/2013
  • 40. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 40 | P a g e LAST MONTH‘S LOANS SYNDICATION TRACK RECORD GATEHOUSE MEDIA CA/CCC- L+200 2/27/2014 HERBST GAMING WR/NR L+187.5 12/8/2013 HERCULES OFFSHORE B2/B- L+650 7/11/2013 ISLE OF CAPRI CASINOS B1/B+ L+175 12/19/2013 JOHN MANEELY CO B3/B L+325 12/9/2013 LEVEL 3 COMMUNICATIONS B1/B+ L+225 3/1/2014 METRO-GOLDWYN- MAYER INC N.R.*/N.R.* L+275 4/8/2012 NEIMAN MARCUS GROUP INC B2/BB- L+200 4/6/2013
  • 41. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 9 | P a g e CHAPTER - 4 CREDIT INSTRUMENTS OF LOANS SYNDICATION Syndicated loan agreements may contain only a term or revolving facility or they can contain a combination of both or several of each type (for example, multiple term loans in different currencies and with different maturity profiles are not uncommon). There can be one borrower or a group of borrowers with provision allowing for the accession of new borrowers under certain circumstances from time to time. The facility may include a guarantor or guarantors and again provisions may be incorporated allowing for additional guarantors to accede to the agreement. Two types of loan facility are commonly syndicated: term loan facilities and revolving loan facilities: • TERM LOAN FACILITY • Under a term loan facility the lenders provide a specified capital sum over a set period of time, known as the "term". • The borrower is allowed a short period after executing the loan (the "availability" or "commitment" period), during which time it can draw loans up to a specified maximum facility limit. • Repayment may be in installments or there may be one payment at the end of the facility. • Once a term loan has been repaid by the borrower, it cannot be re-drawn.
  • 42. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 42 | P a g e For Infrastructure development; Due to tremendous growth in infrastructure sector, loans syndication have become a most sought credit instruments in the most emerging markets. So far infrastructure development was the domain of government. But due financial constraints and budget deficits it has been transformed into Public Private Participation and built operate and transfer mechanism. Since the needs of the corporate who undertake infrastructure finance is large one. Corporate have different options like Market, Financial institutions and Venture Capital to raise long term Finance. Now-a-Days loans syndication is also used for mergers, acquisitions and takeovers. There is a big structural change going on now in loans syndication market. Till now there were no negotiations in loans syndication but now there are two way quotes in loans in International Capital Markets. There are best prices being given to both borrower and the lenders.
  • 43. M.D.COLLEGE TYFM LOAN SYNDICATION B.COOM (FINANCIAL MARKETS) 43 | P a g e CHAPTER - 14 BIBILIOGRAPHY (A) BOOKS REFERRED: (1) INTERNATIONAL BANKING OPERATIONS - MACMILLAN (2) BANKING MANAGEMENT - BHUPENDRA NAUTIYAL (3) INTERNATIONAL BANKING AND FINANCE - K.VISHWANATHAN (4) INDIAN BANKING IN THE NEW MILLLENIUM - M. P. SHRIVASTAVA, S. R. SINGH (B) (B) WEBSITES: (1) www.investopedia.com (2) www.lsta.org (3) www.wikipedia.org (4) www.ebrd.org