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Drafting Effectively - Facility Agreements

Learn how to examine key drafting principles and how facility agreements fit together commercially

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A half-day facility agreement course presented in a virtual class from 9:30am to 1:00pm UK time

Getting to Grips With the Commercial Background and Philosophy of the Parties

  • Why does it matter who the parties are?
  • What do you need to understand the economic cycle?
  • Why take an interest in the current market matters
  • New borrower, old borrower – what’s to distinguish?
  • What’s the deal philosophy?
  • At the end of the day, the balance sheet matters – why?
  • Understanding lender/borrower risk and lender/lender risk
  • Why is this all relevant to drafting?

Understanding the Deal in Context

  • This facility agreement course explores credit papers vs term sheets – what’s the difference?
  • What you need to know about credit papers & term sheets and why size could matter
  • Why do you need to ask questions?
  • The information that could drive a coach and horses through your drafting and which you must consider on day one
  • Drafting elephant traps hidden in the term sheet
  • The difference between ‘Credit Speak’ and ‘Legal Speak’
  • When is the right time to clarify the term sheet detail?
  • Do you need a drafting timetable?
  • Who is instructing you & what are your instructions?
  • The role of critical thinking at the term sheet stage
  • The usefulness of publicly available information – demonstrating that you can think differently

Understanding the Facility Agreement Template & Precedent From a Commercial Perspective

  • The facility hexagon – why you must know these six parts of any facility agreement
  • Why understanding the facility hexagon makes drafting facility agreements easier
  • Dissecting the facility hexagon – what are the sub-components?
  • What influences your starting document? How to pick the most appropriate template
  • Understanding gaps in precedents and approaches to plugging the gaps
  • How do you choose between bank templates and LMA (Loan Market Association)/industry templates & what are the commercial drivers?

Approaching the First Draft

  • Demystifying drafting fears – a round table discussion
  • Where do you start?
  • Visualising the jigsaw pieces
  • Getting to know data types:
  • information inserts
  • structural changes
  • combinations of both
  • The role of document automation in the production of the first draft – understanding the automation questions
  • Dealing with sticking points – wrong template or a missing clause?
  • Reviewing the draft:
    • Tick back against the term sheet
    • Square brackets – how do you sense check?
    • Why checking cross-referencing matters
    • Definitions
    • What’s your interpretation?
    • Confidential bits and pieces
    • Syndicated facilities – who are you reviewing for?
  • Compare and contrast – starting drafting from the front page or elsewhere


Tabling Discussion Points for the Client

  • Putting yourself in the client’s shoes
  • Imagining the client internally
  • Why understanding ‘client style’ is important
  • What are the potential different approaches?
  • Distinguishing between legal drafting points and commercial drafting points in facility agreements
  • Should you leave open-ended points in the drafting?
  • Refining ‘legal speak’ into ‘commercial speak’ – avoiding legal regurgitation
  • The all-important second-term sheet sense check

Dealing With Borrower Comments

  • Facility agreement training looks at demystifying the Borrower markup
  • Analysing the markup. How do you approach reviewing Borrower comments?
  • Recall of the facility hexagon
  • The term sheet sense check
  • How do you develop an idea of what to concede and what not to concede? The cash flow/exit test
  • The ‘this is the market’ argument – does it work? Is it appropriate?
  • Developing a feel for the Borrower’s position & unexpected curve balls – how other deals get in the way
  • How do you approach making recommendations to a client?
  • Risk allocation - commercial risk vs legal risk and understanding how legal risk crystallises
  • Going through comments with the client and recommendations - suggested approaches and strategies
  • Someone has to ultimately make a decision – helping the decision-making process vs hindering it

Getting the Deal Over the Line - Understanding Legal Ambiguity & Risk Allocation

  • The lawyer’s paintbox – drafting tools
  • How to use the paintbrush whilst respecting the Borrower’s position
  • Examine the sticking point, including cross-border aspects.
  • Understanding the Borrower’s business
  • Shades of reasonableness - Rhodia v Huntsman and other cases
  • The risks with consent mechanics – The risks from the case of Watson & Ors v Watchfinder.co.uk Ltd
  • Agreements to agree – the case of May and Butcher v R and subsequent possibilities
  • Material adverse effect
  • Unilateral rights
  • Where does the risk lie?
  • Legal ambiguity in cross-border deals
  • Clarity of explanation
  • Where side letters may help

The Use of Technology - Pros & Cons

  • Types of drafting technology
  • What does drafting technology do?
  • What does drafting technology not do?
  • Why do you still need to understand the facility hexagon and the template
  • Understanding the automation questionnaire when using document automation
  • The importance of the redline when relying on drafting technology
Please be advised this drafting facility agreement course course does not constitute legal advice & should not be relied upon as such. Nor can the trainer give legal advice to participants during the sessions

Redcliffe Training’s facility agreement trainer is a highly experienced and sought-after lawyer, advisor, educator, mentor and writer. For almost 30 years and across several different industries, he has written and delivered a wide range of bespoke training courses for individuals, businesses, professional associations and educational establishments.

Over a 20-year legal career, he has advised banks and financial institutions, asset and receivables financiers, alternative lenders, large and SME corporates, private equity houses, property developers, pension trustees, regulators, government departments, directors and private individuals on a wide range of banking and finance related matters.

These have included UK and international cross-border syndicated, club and bilateral finance transactions with individual values exceeding £5 billion. His experience spans many specialisms. Some of his specialisms are global loans, investment grade lending, leveraged finance, real estate investment & development finance, and asset and receivables finance.

He also has further experience in bridge finance, private wealth finance, project finance, securitisations, bond issues, social housing finance, trade finance, higher education finance, intra-group lending, director and shareholder loans, guarantee & security packages and netting and cash pooling arrangements in addition to general advisory work. He has also advised on refinancings and restructurings involving complex multi-layered intercreditor arrangements and directors’ duties-related issues.

As an English law qualified solicitor, our trainer has worked in private practice at Denton Wilde Sapte (now Dentons), Gowling WLG, Wragge & Co. and Cobbetts and he is currently a partner at Gunnercooke.

As in-house counsel, he worked for several years at Barclays Bank PLC in their Sales Finance and Trade & Working Capital Finance teams. He has advised on a wide range of UK and international receivables finance, inventory finance, securitisation and other asset finance matters (including invoice discounting, factoring, recourse and non-recourse financing, selective receivables finance, supply finance and full asset-based lending agreements). He has also worked on secondment with the HSBC (UK) Invoice and Equipment Finance legal and business teams, advising on UK and cross-border receivables and asset-based lending transactions. This includes hire purchase, lease finance and asset purchase finance.

During his time at Gowling WLG, he worked as PSL Legal Director and provided education, training and advice on complex areas of law across the firm. He was also responsible for risk monitoring and developing and maintaining know-how, precedents and practice & briefing notes, in addition to assessing, piloting and implementing various legal technology tools.

He has written and delivered banking, finance-related, legal training and facility agreement training for lawyers and non-lawyers alike of all levels of experience. This includes several professional associations including the Loan Market Association. Having worked both in private practice and in-house with leadership, sales, relationship, risk, compliance, legal, transaction management, operations and product teams, he understands the obstacles that need to be overcome on transactions and how to get deals over the line successfully. Consequently, his training provides participants with the essential foundations, commercial awareness and thought processes necessary to manage and run transactions effectively and with minimum risk.

This drafting facility agreement course trainer writes regularly on banking and finance and legal technology-related topics and he sits on the editorial board for Butterworths’ Journal of International Banking and Financial Law. He was also a member of the PSL advisory board for Lexis PSL’s banking and finance module from 2017 to 2023 and has also sat on the ABFA (now UK Finance) legal and technical committee.

He has participated in numerous major law reform projects and consultations including the University of Oxford-led Secured Transactions Law Reform Project, the City of London Law Society’s Secured Transaction Code Project, the UK Jurisdiction Taskforce consultation on crypto-assets, distributed ledger technology and smart contracts and the England & Wales Law Commission’s calls for evidence on smart contracts and digital assets. He has also provided input into several UK Government legislative consultations.

As a mentor, he has helped the development of many lawyers and young professionals and he has also been a member of the law firm panel at Barclays Eagle Labs Legal Tech Hub, London providing help, support and pro-bono advice to a wide range of new start-up legal-tech businesses from the UK and overseas.

Drafting facility agreement training will look at:
  • What you need to understand commercially before you even look at a term sheet and how that potentially impacts how a deal will be negotiated.
  • The underlying deal in the context of it sitting within any wider financings.
  • How to start with the right precedent/template (a common source of cost overruns and irrecoverable fees).
  • Disseminating information from term sheets into drafting and why approaching drafting from the ‘data’ type saves drafting time.
  • Best practices for collating and presenting clarification points when sharing first drafts with clients.
  • How to approach turning a borrower’s mark up into the ‘next draft’ and the importance of understanding the commercial structure of a facility agreement.
  • How other finance agreements may impact your drafting decisions.
  • The use of ‘middle ground’ drafting (e.g. reasonable endeavours clause), when it may be appropriate to use it and how it affects risk allocation between the parties.
  • The growing role of document automation technology, its pros and cons and what you must never assume when using it.
Case law and exercises may be used in this facility agreement course to highlight particular issues.

Facility agreement training is not a clause-by-clause page turn of a facility agreement. Examining key drafting principles and how facility agreements fit together commercially, will help you to acquire a set of core key principles that you can apply and adapt to different financing scenarios to draft and negotiate more effectively.

  • Facility agreement concepts can be difficult to adapt to quickly, which can affect the ability to draft and negotiate documents effectively. By examining the commercial structure of facility agreements, this course builds on the key concepts essential to approaching drafting from a solid foundation.
  • This drafting facility agreement course examines some of the key pitfalls in drafting facility agreements in one session that would ordinarily take months or years of experience to acquire.
  • This trainer has many years of experience training and mentoring junior lawyers and has a unique insight into the drafting problems that they encounter in practice.

The content of our facility agreement course is a ‘must know’ for:
  • Any lawyer who is new to facility agreement drafting, reviewing and negotiating facility agreements, or who wishes to know what a facility agreement is.
  • Any lawyer who wants to understand the essential foundations and core principles of drafting facility agreements so that they can approach the drafting process effectively, commercially and with confidence. They should be able to apply those foundations and principles across different types of facility agreements (for example in a term loan facility agreement, LMA leveraged facilities agreement, working capital facility agreement, revolving credit facility agreement, mezzanine facility agreement, or overdraft facility agreement).
Drafting effectively facility agreement training is also ‘nice to know’ or a useful refresher for:
  • Any lawyer who wants to revisit these skills or improve their ability to explain the mechanics of a loan facility agreement and the impact of drafting in plain English.

With increased pressure on lawyers to provide greater value for money to their clients and time pressures on supervision, understanding how to effectively draft facility agreements is a key part of every banking & finance lawyer’s toolkit. It is also important for those lawyers who are involved in the review, negotiation and drafting of changes to facility agreements during a transaction. The ability to quickly and concisely translate commercial intention into drafting and advise on potential areas of risk in drafting is key to protecting a client’s position.

This unique drafting agreement training is primarily aimed at lawyers who are new to drafting loan facility agreements, and lawyers who want to gain a better understanding of the interplay between drafting, negotiation and commercial awareness. As well as any lawyer who wants to improve their ability to explain the mechanics of a loan facility agreement and the impact of drafting in plain English (a skill that is of fundamental importance to all lawyers, particularly in an age where drafting is becoming more automated). This facility agreement course will allow lawyers to examine their drafting habits and provide practical and useful suggestions to raise awareness of how it can be improved.

  • I liked the interactivity of the questions being asked and answered
  • I'd expected something more to do with technical black letter law and was pleasantly surprised when the content turned out to be far more hands on/practical. The trainer's delivery was excellent
  • I will take many of the suggestions given in the course and start applying a new approach to my way of drafting facility agreements
  • The presenter - was very knowledgeable and good at involving the participants in the course. I will use the facility hexagon in drafting facility agreements (and will bear in mind other useful tips in drafting other finance documents).
Number of places:

£ 695.00

Discounts available:
Virtual Class

  • 2 places at 30% less
  • 3 places at 40% less
  • 4 places at 50% less
  • 5 places at 55% less
  • 6+ places at 60% less
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