corporate debt & security

We act on both UK and cross border institutional financings, re-financings, asset based lending arrangements and leveraged deals ranging from early stage technology financings through to mid-market acquisitions and MBOs. We can assist with all banking arrangements and funding requirements in relation to senior, subordinated and mezzanine debt.  Our lawyers are equally comfortable advising borrowers and lenders and will negotiate a lending arrangement from term sheet, through due diligence to execution of the facilities agreement and security documents.  We also advise on variations to existing debt obligation and their restructuring.

When advising borrowers, we will work with you to ensure you correctly understand the nature and effect of the lending documentation and will explain the available options in terms of interest periods, interest rate fixes, "rollovers" (ie rolling over an advance which remains outstanding so that advances can be re-drawn during the term of the credit facility / availability period), parallel interest periods, financial and other covenants, commitment fees, default provisions and so forth.  Whether you have negotiated "committed" or "uncommitted" facilities (a committed facility is one where the lender is under an obligation to advance on demand), a single or multi-option arrangement; we can ensure the terms are properly reflected in the lending documents and fully understood.

We work closely with borrower clients to ensure they assess banking covenants in the light of clearly stated business objectives (eg expansion plans) in keeping with their business plans.   We will discuss both non-financial and financial covenants with our clients and their accountants to ensure their accounting policies and principles operate effectively in the light of these covenants and to ensure that, at a practical level, the covenants can be monitored to avoid inadvertent breaches.

Our transactional banking practice is broad-based and amongst other things, we are able to advise on:

• LMA primary loan market documents;
• bilateral and syndicated loans;
• term loan and revolving credit facilities;
• negative pledges;
• asset finance;
• warrants and equity kickers;
• standby facilities.

 White & Black also regularly advises lenders and borrowers on the implementation and enforcement of security rights.  Naturally our lending clients require that their security is protected so far as is possible and that their lending is repaid ahead of other creditors, if the borrower defaults or becomes insolvent, to the maximum extent.  We therefore deal with the perfection and priority of security rights and are able to negotiate the most complex of ranking, priority and inter-creditor arrangements, ranging from standstill agreements through to dividend-stops and claw-back provisions.

As specialists in technology law, we also advise on the registration of security granted over intellectual property rights.  In summary we advise on:

• fixed and floating charges;
• pledges over shares;
• legal charges and mortgages over property;
• pledges over receivables;
• registration formalities;
• security over IPR;
• assignments of receivables; and
• personal and corporate guarantees and indemnities.