Topic
An overview of the main stages of a typical loan transaction, including preliminary negotiations, drafting the main documents, preparing for and closing the transaction, and ongoing compliance matters.
An introduction to the main types and features of loans, such as term loans and revolvers, bilateral and syndicated loans, secured and unsecured loans, and loan priority. Examples of these types of loans, such as asset-based loans, unitranche loans, and mezzanine debt are also covered.
An overview of the typical diligence process in lending transactions, including what’s reviewed and why.
A look at security interests, including different types of collateral, how security interests are created through attachment, the perfection process, and lien priority. This course also includes an introduction to Article 9 of the UCC.
An introduction to the preliminary documents used in a loan transaction, including reasons why they’re used and their typical format and content. Documents covered include term sheets, commitment letters, and fee letters.
A look at filing under the UCC, including a close look at a UCC-1 financing statement. This course also covers extension, modification, and termination of a financing statement by filing a UCC-3.
A review of the typical process for closing a lending transaction, from picking a closing date, to conditions precedent and conditions subsequent, closing checklists, preparing for closing, and closing day.
A review of covenants and events of default, including affirmative and negative covenants, a detailed look at financial covenants, and the interplay between covenants and events of default. This course also looks at the concepts of “covenant lite” and “springing covenants” as well as the difference between a Default and an Event of Default.
A review of closing checklists, including why they’re important, their typical format and contents, and a few tips and strategies for drafting and updating them.
A look at payoff letters, including when they’re used, why they’re important, and what they usually contain.
An overview of loan repayments, including a discussion of amortization, balloon payments, voluntary vs. mandatory prepayments, and prepayment penalties.
A discussion of interest in the lending context, including fixed and floating interest rates, how interest is calculated, and interest rate swaps. And a look at LIBOR and how LIBOR is being eliminated as an index for floating rate loans.
An overview of syndicated loans, including why they’re used, who the main parties are, and the main categories of syndicated loans. The pre-commitment period, including important provisions in commitment letters, the syndication process, and the documentation, closing, and administration of a syndicated loan are also covered.
The credit agreement is the main agreement in a commercial lending transaction. This course covers the contents of a credit agreement, including a walkthrough of a typical credit agreement.
This course looks at commercial lending practice at a large law firm, including what commercial lending is, who the main players are, and the differences between borrower and lender representations. It also covers how deals are staffed and the roles of finance partners, associates, support staff, and the clients.
A discussion of guaranties, including the key provisions in a guaranty agreement and the different types of guaranties that can be given, such as payment vs. performance guaranties and down-stream vs. upstream guaranties.
A review of the common ancillary documents in a typical loan transaction, including corporate certificates, legal opinions, and documents related to collateral in secured deals.
A look at security instruments like security agreements, pledge agreements, and assignments. A discussion about the purpose of security instruments and their important provisions is also included.