Reclassification. The ratio used to determine pro forma compliance is a point of negotiation as well. Other debt that TLB credit agreements permit a borrower to incur includes capital expenditure-related debt, acquisition-related debt and permitted ratio debt, among others, with basket sizes typically comprised of an initial ‘seeded’ amount plus an amount that can be incurred subject to a pro forma ratio compliance test. While soft call protection as a concept remained, borrowers continued to press for broader exceptions to the requirement to pay a prepayment premium, including when prepayments are made in connection with another transaction, such as a material acquisition, a change of control or an IPO. All loans are subject to borrower underwriting and credit approval, in CoreVest’s sole and absolute discretion. Most term loans are collateralized by readily-valued assets. To facilitate using incremental facilities to finance acquisitions, it is now common to allow the testing of the conditions to incurring an incremental acquisition facility (including projected compliance with any ratios and whether a default or event of default has occurred, other than a payment or insolvency default) to be tested only at the time of signing the related acquisition agreement, in order to provide the borrower (and an acquisition counterparty) with more certainty around the availability of their financing to close the acquisition. They usually require collateral. Also referred to as a Term B Loan or an institutional term loan. For example, most TLB facilities keep payments to shareholders (also known as ‘restricted payments’), investments and prepayments of subordinated debt as separate covenants but have builder baskets and general baskets that net across the three covenants. But opting out of some of these cookies may have an effect on your browsing experience. The total amount of incremental debt that TLB borrowers are permitted to incur has also evolved. In practice, some amendments (e.g. The deadline for the Westinghouse loan, rated B2 by Moody’s Investors Service and B by S&P Global Ratings, is Jan. 15. means, collectively, those lenders party to the Term Loan B Credit Agreement. For higher quality credits, repricings jumped in the fourth quarter of 2019, and there was an explosion of repricings in January 2020. http://www.ifrasia.com/singapore-loan-house/21177512.article, http://www.financeasia.com/News/389661,asia-leveraged-loans-liquid-despite-us-sell-off.aspx, http://www.afr.com/street-talk/welcome-to-the-a-tlb-market-20150505-ggu7op. A term loan made by institutional investors whose primary goals are maximizing the long-term total returns on their investments. b) How Term Loan Works? Crew, the two transactions exemplify how covenant trends of recent years, along with generous baskets, may result in value-stripping transactions not previously contemplated by investors. ICLG - Lending & Secured Finance Laws and Regulations - While ‘freebie’ baskets typically are a fixed dollar amount, over half of ‘freebie’ baskets in large and mid-market sponsor TLB loan agreements included a ‘grower’ concept that set the size of the ‘freebie’ basket at the greater of a fixed amount and a percentage of EBITDA, providing greater flexibility to the borrower to incur debt without the limitations of pro forma compliance. SOFR is a reference rate established by the NY Fed and has been published since March 2018. TLB facilities rarely specify that a borrower must give notice or justify a reclassification (as reclassification is a borrowed concept from high-yield bonds, which do not require notice or explanation of reclassification). Finally, assignments to the borrower and its affiliates are generally permitted, although the total amount of loans that may be held by any other affiliate lenders is generally capped to an agreed percentage, typically falling around 20 to 25%, but bona fide debt funds of affiliates are often excluded from this cap. Vue’s first refinancing attempt comprised a £300m TLB guided at 500bp-525bp over Libor, as well as a €480m term loan B and a €114m delayed-drawn facility, guided at 425bp-450bp over Euribor. As the start to 2020 has seen a sharp rebound in leveraged loan volumes, barring a drastic change in external economic prospects, further erosion of covenants coupled with downward pressure on pricing seems likely in the upcoming year. As of the date of publication, this proceeding was still ongoing. These typically do not trigger MFN protections for the incurrence, although there has been some push by investors for the MFN to apply to side-car facilities that are incurred in the form of pari passu secured term loans. Risk/reward ratio is at the heart of each type of investment. The MFN provision will require the margin of the original debt to be adjusted to ensure the variance is no greater than the threshold, and as a result, MFN provisions provide further economic disincentive for a borrower considering incurring debt under an incremental facility at a higher price. And loan terms are usually shorter than the typical 30-year residential mortgage. For acquisitions, borrowers are increasingly permitted to acquire entities that are not required to accede as guarantors. [3] See IFR Asia, Singapore loan house, May 28, 2015, http://www.ifrasia.com/singapore-loan-house/21177512.article. There is no dominant approach as to which financial ratio should govern ratio-based covenant exceptions, including those for debt incurrence – first lien leverage, total secured leverage, total leverage, and a fixed charge coverage ratio are all used. Loan product availability may be limited in certain states. PRINCETON, N.J.--(BUSINESS WIRE)--Jun. After record-breaking years in 2017 and 2018, the U.S. leveraged loan market dipped in 2019, ending on about two-thirds the volume of issuances (both principal amount and number of transactions). The Secured Overnight Financing Rate (SOFR) is ARRC’s preferred rate to replace LIBOR. Term Loan B (TLB) • TLB is a bullet maturity term loan with covenant light features • TLBs are a preferred financing for most institutional sponsors, due to flexibility they allow in the capital structure and operations • TLBs are an alternative or stop-gap to high yield bond (“HYB”) issuance for public … Senior loans—also referred to as leveraged loans or syndicated bank loans—are loans that banks make to corporations and then package and sell to investors. Individual investors buy and sell loans opportunistically instead of holding them to maturity, meaning that they are less reliant on the protection that a more traditional term-loan covenant package affords. Overall, however, market conditions permitted loan documentation in the U.S. market to continue its trend towards favorable terms for Term Loan B (TLB) borrowers, which has been a consistent theme for the last few years. The origin of Term Loan B’s name itself distinguishes it from these traditional bank products, the Term Loan A. Borrowers are also now often permitted to reclassify prior transactions among dollar baskets so that they are deemed to have been permitted under another exception within a particular covenant (such as the restricted payment covenant or the investments covenants) in the same manner as discussed above with respect to debt baskets. For years, TLB credit agreements have included a right to add one or more new tranches of TLB (or increase the size of an existing tranche) on a pari passu basis within the framework of the original credit agreement. Institutional investors take a different approach to their participation in a loan syndicate when compared to traditional banks, viewing loans as liquid, tradable and impersonal investments, rather than part of a broader banking relationship with that borrower. We secured our liquidity in the medium term by entering into a syndicated loan agreement in July 2007 that is contingent on us complying with certain covenants. Direct lending challenges the distribution role of traditional investments banks in the syndicated loan market, and the growth of direct lending removes significant transactions from oversight of bank regulators. These cookies don’t collect information that identifies a visitor. Investors seem willing to sacrifice document terms for higher yield—a tradeoff that borrowers are willing to make. Other restrictions apply. TLBs typically mature within six to seven years and have a small repayment schedule (usually about 1.0% of the principal amount of the loan per year, payable quarterly) during the term of the loan, with the remainder … D. Fundamentally, interest rates are determined by the Federal Reserve. The first was a court decision in a widely publicized dispute between Windstream and Aurelius Capital Management, a net short investor of Windstream’s bonds. Incremental Facilities. First, with some portion of the term loans remaining on banks' balance sheets, banks are susceptible to losses from increases in loan defaults and mark-to-market losses from declines in the secondary loan prices. In the March 2013 edition of Forbes magazine, Warren Buffett ranked number 2 in their Forbes 400 list. UNFI alleged that Goldman had breached various contractual obligations and fiduciary duties because Goldman had proposed structuring the debt as an amendment to the company’s existing credit facilities rather than a refinancing. Investor concern over ‘J. Definition: The Term Loan is the primary source of long-term debt raised by the companies to finance the acquisition of fixed assets and working capital margin. The new term loans have the same remaining tenor as the previous U.S. dollar-denominated term B loans and mature on April 29, 2023. covers common issues in lending and secured finance laws and regulations – including guarantees, collateral security, financial assistance, syndicated lending/agency/trustee/transfers – in 40 jurisdictions, ICLG.com > Finally, with an increasing number of cross-border facilities, it is becoming more common for TLB facilities to specify that the MFN will apply only to the original term loans incurred in the same currency as the new incremental facility. On the cash flow side, EBITDA definitions historically permitted borrowers to add back to EBITDA prospective cost savings from synergies arising from reorganizations and acquisitions, but such savings historically needed to be expected to be realized within a period of time (traditionally 12 months) and the amount of the add-back was capped to a percentage of total EBITDA. In 2019, as noted above, margins generally declined from 2018 levels, although lower rated credits saw some increase in pricing. Other TLB facilities permit synergies ‘of a type’ reflected in the sponsor’s related quality of earnings report (QOE) and, in some cases, a future QOE report. Mandatory prepayment requirements that became slightly more onerous in 2018 loosened some in 2019, continuing the overall trend for the 2010s in TLB that lenders have pulled back from requiring borrowers to delever with excess cash. The Term Loan B product arose in the United States’ as the financial markets for high yield bonds and the financial market for term loans converged. Finally, market participants are also hesitant because compounded SOFR is less able to deal with unexpected volatility in the SOFR, such as the ‘surge’ event that occurred in September 2019 when SOFR jumped two hundred basis points for 48 hours as a result of unexpectedly strong demand for more liquid investments nearing the end of a fiscal quarter when many corporate borrowers were planning for debt payments. Individual investors buy and sell loans opportunistically instead of holding them to maturity, meaning that they are less reliant on the protection that a more traditional term-loan covenant package affords. and outstanding revolving loans and Term Loan B loans under the Company's existing senior secured term loan credit facility (the "Credit Facility").€ The New Revolver and the Term Loan A Facility mature on July 18, 2021, subject to an earlier springing maturity of November 19, 2018 in the event the existing Term Loan B facility has not been refinanced by November 19, 2018. EBITDA calculations to determine the guarantor threshold may also have specific exclusions that further reduce the number of subsidiaries that must become guarantors. Due to the general decrease in volume in 2019, some loans experienced successful investor pushback on loose provisions, particularly in lower quality credits. PRINCETON, N.J.--(BUSINESS WIRE)--Mar. The increase in secondary market activity, absence of a close relationship between a borrower and its lenders and increasing syndicate sizes mean that covenant flexibility becomes even more important for a borrower, as larger and more impersonal syndicates mean that amendments to loan documentation cannot be quickly, easily or cheaply obtained. These thresholds now typically permit partial refinancings of TLB and incurrence of additional debt with consent only from ‘each affected lender’ so that lenders who do not agree to participate in the change do not have any blocking right. Borrowers have pushed for more flexibility in several ways. Asia leveraged loans liquid despite US sell-off, September 2, 2014, http://www.financeasia.com/News/389661,asia-leveraged-loans-liquid-despite-us-sell-off.aspx. The volume of repricings overall was suppressed in 2019 due to the flight of investors toward better credit quality. ECF sweeps were absent from some sponsored deals and, where they were included, were often undermined by borrower-friendly deductions and carve-outs to the definition of ECF, as well as minimum thresholds for ECF before a prepayment is required. Necessary cookies are absolutely essential for the website to function properly. This category only includes cookies that ensures basic functionalities and security features of the website. This ability is usually subject to both (i) a restriction on the aggregate amount of new debt that can be issued, and (ii) the protection of an MFN provision that ensures any newly incurred debt will be issued with an all-in-yield of no more than a threshold amount (traditionally 50 basis points, although borrowers have been able to achieve 75 or 100 basis points of headroom) in excess of the all-in-yield on the original TLB facility. PDF Version. A term loan B market could finally emerge in Asia, after a big investment bank launched a deal for a leveraged borrower aimed at the region’s institutional investors. [3]  While Australia has developed its own Australian Dollar Term Loan B markets, which have funded deals such as the Apollo-Leighton backed LS Newco,[4] historically, Asian/Pacific leveraged lending markets have been dominated by bank lending. This type of financing, which includes personal consumer loans and … b. the equity in the house declines as the loan is paid down. competitors and other identified institutions) are also typically prohibited. Concurrent with the closing of the offering, Spirit closed on its previously announced senior secured term loan B credit facility in an aggregate principal amount of $400 million (the "Term Loan"). Term loans give the borrowing business the ability to use their cash flow in other areas, while the loan provides the funding needed for larger investments in the business. A Term Loan B has some characteristics similar to a bond, i.e., a longer final maturity, and is conducive to remaining outstanding for a longer period of time. Two legal developments in February 2019 shined a spotlight on the impact of net short investors in the syndicated loan market. The new rate is LIBOR plus 300 basis points, subject to a 1 percent LIBOR floor. These loans are priced higher than amortizing term loans because they have longer maturities and bullet repayment schedules. How letters of credit are to be calculated in the leverage covenant remained a hot button issue with respect to ‘springing’ maintenance covenants in 2019, and some sponsor loans excluded not only undrawn letters of credit from leverage calculations, but all revolving borrowings as well. Integrated Device Technology, … While the use of high-yield covenants in a TLB is still very much an outlier, the substance of TLB covenants continued to become more akin to high-yield bond incurrence covenants, where many corporate actions are permitted subject to the meeting of certain ratios on the date of such action. Compare investment loan rates from across the market. Covenant-lite loans have no maintenance financial covenants which require the periodic testing of negotiated financial tests versus financial tests that only need be satisfied upon the incurrence of debt or the making of a restricted payment or investment. A business term loan helps business owners with large purchases thanks to the way installment loans work—it spreads the impact of one large cost over many smaller fixed payments (installments) to the lender. IFC is the sole contractual lender for the borrower. In particular, a provision common in large sponsored loans that provides if certain leverage thresholds were met in connection with an asset disposition, the percentage of asset sale proceeds which were required to be used to pay down the TLB would step down (a concept borrowed from the Excess Cash Flow (ECF) sweep provision) became more common in non-sponsored loans and middle-market loans. Log in These exceptions include MFN provisions which are not triggered by additional debt that has a maturity date later than the maturity date of the original term loan by an agreed period (typically more than two years). MFN Sunset Provisions. provides leveraged loan investors with considerably stronger credit quality, relative to high-yield bond investors. Define Term Loan B Lenders. Amortizing a mortgage loan means that a. a long-term is converted to a short-term loan. The following are the cookies installed by the service: _ga, _gid, collect, vuid, These cookies collect information about how visitors use a website, for instance which pages visitors go to most often, and if they get error messages from web pages. Comment if you think we should add a term or alter a… It provides a very useful overview on civil procedure in a wide range of countries (not only the usual suspects as England, US, France and Germany, but many more). While many people think of investing as trying to make a short-term score in the stock market, it’s long-term investing where regular investors can really build wealth. You also have the option to opt-out of these cookies. When the maintenance covenant is tripped, the default is only a default in respect of the revolver; the Term Loan B is often only tripped by "cross-acceleration" if the revolver is declared due and payable. institutional investors such as hedge funds and issuers of collateralized loan obligations (CLOs). The issuer promises to repay the full amount of the loan on a specific date and pay a specified rate of return for the use of the money to the investor at specific time intervals. When paired with a revolver with an earlier maturity or commitment termination date, a Term Loan B has a quality of simple structural subordination, i.e., the revolver is more likely to be repaid before the Term Loan B despite pari passu ranking. Another option is For all these reasons, market participants are still considering how best to implement SOFR in place of LIBOR, even while pressure to change continues to build. Fixed Deposits. Drops in both M&A and other event-driven new-money financings and opportunistic repricings and refinancings each accounted for approximately half of the lower volume. Another legal development we have watched for the last few years is the  impact of the Tax Cuts and Jobs Act, which reduced the corporate tax rate and the caps imposed on deductions for net business interest expense, limited deductions for interest paid to foreign related parties (affecting ‘push downs’ of debt to U.S. affiliates of non-U.S. borrowers) and carved a path to implement expanded share pledges and guarantees that would not previously have been possible without adverse effects on the tax code. Please also feel free to contact the following leaders and members of the Global Finance group: LondonThomas M. Budd (+44 (0)20 7071 4234, tbudd@gibsondunn.com)Gregory A. Campbell (+44 (0)20 7071 4236, gcampbell@gibsondunn.com), New YorkAaron F. Adams (+1 212-351-2494, afadams@gibsondunn.com)Bruce D. Bolander (+1 212-351-2362, bbolander@gibsondunn.com)Joerg H. Esdorn (+1 212-351-3851, jesdorn@gibsondunn.com)Darius Mehraban (+1 212-351-2428, dmehraban@gibsondunn.com)Janet Vance (+1 212-351-3854, jvance@gibsondunn.com), Los AngelesAndrew W. Cheng (+1 213-229-7684, acheng@gibsondunn.com)Linda L. Curtis (+1 213-229-7582, lcurtis@gibsondunn.com)Cromwell Montgomery (+1 310-551-8744, cmontgomery@gibsondunn.com), DubaiRichard Ernest (+971 (0)4 318 4639, rernest@gibsondunn.com), Hong KongPatricia Tan Openshaw (+852 2214 3868, popenshaw@gibsondunn.com), São PauloLisa A. Alfaro (+55 (11) 3521-7160, lalfaro@gibsondunn.com), SingaporeSaptak Santra (+65 6507 3691, ssantra@gibsondunn.com)Jamie Thomas (+65 6507 3609, jthomas@gibsondunn.com). 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