We have said it before – the “credit cornerstone” of a subscription credit facility is the limited partnership agreement (the “LPA”) – it is the primary contract, together with any side letters, governing the relationship...more
The ruling, which held that the transaction did not violate the implied covenant of good faith and fair dealing, highlights the importance of carefully drafting lending documents. On June 6, 2023, Judge David Jones of the...more
During times of market disruption and economic uncertainty, the representations and covenants set forth in a credit agreement play an even more important role in the ongoing relationship among the loan parties and lenders....more
Credit documentation transfer provisions, which may in the past have been viewed as rather boilerplate, have increasingly become points of contention in the documentation process. Today these provisions are often highly...more
In last week’s edition of FFF, we discussed the Revlon case involving an erroneous payment by an administrative agent to the syndicate lenders, which is currently up on appeal before the Second Circuit Court of Appeals....more
With the COVID-19 pandemic continuing to adversely impact businesses across the globe, for the past year lenders have been reviewing their portfolios for credit degradation. Credit agreements will often contain a clause in...more
As most in the loan market are by now aware, the United States District Court in the Southern District of New York issued a decision on February 16, 2021 In Re Citibank August 11, 2020 Wire Transfers that certain lenders were...more
Uncertainty over the scope and spread of the COVID-19 outbreak continues to negatively impact the domestic and worldwide economy. Disruptions to business as a result of stay-at-home or shelter-in-place orders, restrictions on...more
Due to the COVID-19 pandemic and its uncertain impact on business operations and business continuity, many companies are reviewing their credit agreements with an eye toward their ability to borrow/re-borrow and potential...more
The FDIC Fall 2019 edition of Supervisory Insights contained an article entitled “Leveraged Lending: Evolution, Growth and Heightened Risk”. In the article, the FDIC noted that the credit agreement terms have continued to...more
On June 14, 2019, the U.S. Court of Appeals for the Fifth Circuit issued an opinion affirming bankruptcy and district court decisions finding that, under the terms of the confirmed Chapter 11 bankruptcy plan, the debtor’s...more
Tax structuring under the previous regime - Prior to the issuance of the final regulations described below, under Section 956 of the Internal Revenue Code of 1986 and its related Treasury Regulations, for U.S. tax...more
Starting in 2019, public companies will need to adopt the new lease accounting rules set forth in the new Financial Accounting Standards Board (FASB) standard ASC 842 (Leases). Originally published in Law360 - January 16,...more
In June 2018, we wrote on the British Columbia Court of Appeal decision in Leatherman v 0969708 BC Ltd, 2018 BCCA 33, where the court considered sections 14 and 15 of the "new" Limitation Act, SBC 2012, c. 13 in the context...more
Effective August 1, 2018, the Delaware Limited Liability Company Act (the Delaware LLC Act) allows a Delaware limited liability company (an LLC) to divide into two or more LLCs and allocate the assets, liabilities, rights and...more
A case this past year, White Winston Select Asset Funds, LLC v. Intercloud System, Inc. (D.N.J. Oct. 3, 2017), addressed the enforceability of a breakup fee provision in a term sheet for second lien financing. ...more
This decision interpreting a credit agreement’s terms is another reminder that an alleged oral modification to a written contract will not vary the contract’s terms when it has an integration clause and otherwise speaks to...more
A delicate balance has evolved over time in leveraged acquisitions with respect to the nature of the contractual relationship between a target and its owners, on the one hand, and the debt financing sources of the buyer, on...more
LSTA publishes model provisions for use in US law-governed credit agreements to assist in adopting new EU bail-in rules. European Economic Area (EEA) financial institutions are now subject to a new set of regulatory...more