Drafting Effectively - Facility Agreements

The trainer is a highly experienced lawyer, educator and writer. For almost 30 years and across several industries, he has written and delivered a wide range of bespoke training for individuals, businesses, professional associations and educational establishments.

The trainer has advised banks, alternative lenders, asset finance houses, borrowers, private equity houses, guarantors and pension trustees on a wide range of UK and cross border banking and finance transactions. These have included syndicated investment grade and global loans, leveraged finance acquisitions, real estate investment & development finance, asset and receivables finance, forward flow transactions, bridging finance, securitisations, social housing finance, higher education finance and general corporate borrowing. He has also advised on restructurings and complex intercreditor arrangements and drafted and reviewed reports/certificates on title on a wide range of real estate transactions.

The trainer is currently a partner with the law firm gunnercooke LLP. He completed his formal training and qualified as a banking & finance solicitor in Leeds with the law firm, Cobbetts LLP in 2005, before moving to London in 2007 to continue his career at Denton Wilde Sapte LLP (now Dentons) and subsequently with Wragge & Co LLP (now Gowling WLG (UK) LLP). 

He moved to an in-house counsel role at Barclays Bank PLC in 2010, working in their Trade & Working Capital team, advising 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 asset-based lending transactions, including hire purchase, lease finance and asset purchase finance.

From 2015 to 2023, the trainer was a professional support lawyer in the banking & finance team at Gowling WLG (UK) LLP, where he was responsible for education & training, briefing notes, precedents, legal technologies and providing advice across the firm and its international offices on complex areas of law. He has also written and delivered training for several professional associations including the Loan Market Association and the American Intellectual Property Law Association.

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.
• The growing role of AI, 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.

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.

However, in an age of increasing AI use, delegating drafting to AI or document automation tools comes with many risks, as has been highlighted by the courts in the UK and overseas. Therefore, good foundational drafting skills amongst lawyers remains an essential part of any successful practice.

Furthermore, 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. Without understanding how to draft effectively, lawyers may be exposing themselves and their clients, to avoidable and unnecessary risks.

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.