Drafting Effectively - Facility Agreements

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.