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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Thursday, June 29, 2023

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will provide commercial finance counsel with guidance on using and analyzing term sheets, proposals, and commitment letters in commercial finance transactions. The panel will explain the potential risks associated with their usage and provide best practices for minimizing those risks through careful drafting, keeping in mind market realities.

Faculty

Arleen A. Nand
Shareholder
Greenberg Traurig LLP

Ms. Nand represents commercial, cooperative, development and investment banks, as well as hedge funds, sponsors, sovereign wealth funds and Fortune 500 companies in leveraged finance transactions. She has structured, drafted and negotiated over $40 billion of syndicated loan, commercial paper and project financings. Ms. Nand has served as lead counsel on numerous transactions, including cross-border credit facilities, securitizations, syndicated loan transactions, credit-linked notes, convertible debt facilities, private placements, joint venture financings and debtor-in-possession credit facilities. Ms. Nand is a fellow of the American College of Commercial Finance Lawyers.

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Jesse T. Kirsch
Partner
Paul Hastings, LLP

As a member of the Financing and Restructuring Group, Mr. Kirsch’s practice focuses on the representation of leading commercial and investment banks and alternative lenders in large cap and middle market leveraged finance transactions. His broad-based domestic and international finance experience includes widely syndicated and bilateral credit facilities, acquisition financings, and asset-based facilities. Mr. Kirsch advises clients throughout the deal cycle, from commitment letters to execution, and from refinancings to restructurings. He also has significant experience with secured and unsecured registered offerings and private placements of debt, equity, and convertible securities, representing both underwriters and issuers. Mr. Kirsch practices across a variety of industries, including software and technology, energy, gaming, healthcare, and life sciences, with extensive experience negotiating credit and security documentation.

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Description

Commercial loan term sheets and proposal and commitment letters can be an essential tool in ensuring that the parties understand and agree to the terms of a proposed financing transaction. They can set the stage for diligence and other efforts to get to closing and provide comfort for lenders in covering expenses and fee payments.

Term sheets and commitment letters can provide borrowers with the certainty of financing when a planned acquisition or investment is dependent on the availability of financing. Still, they can introduce significant risk to lenders if not drafted carefully, including the likelihood that a lender may be required to fund the transaction under unanticipated circumstances.

Listen as our experienced panel of finance practitioners examines term sheets, proposal and commitment letters, the appropriate situations, terms to use and terms to avoid, and potential risks from both a lender and borrower perspective.

Outline

  1. Impact of current market conditions on loan documentation
  2. Negotiating key terms
    1. Conditions
    2. Loan amount
    3. Interest rates and fees
    4. Required and voluntary prepayments, call protection
    5. Affirmative and negative covenants
    6. Financial covenants
    7. Default provisions

Benefits

The panel will review these and other priority issues:

  • How do these documents differ, when should each be used, and what types of risks are created by their use?
  • What are the critical provisions in commitment letters?
  • How can the borrower and lender each minimize risk through these provisions?