Syndicated Lending 7th edition: Practice and Documentation

Contents

Foreword (to the Sixth Edition)

Preface

About this book

List of abbreviations

About the Editors

About the Contributors

Acknowledgements

Introduction: The Loan Market Association Continues to Extend its Influence

The origins and development of the LMA

Documentation

Regulation

Education

Extending into new markets

On-going issues

Looking to the future

Chapter 1: The Creation and History of an Innovative Market

The creation of the market

Development of the market

The petro-dollar

The sovereign debt crisis

Sovereign borrowers tap the capital markets

Capital adequacy concerns

Leveraged deals grow in popularity

The early 1990s

The mid-1990s

The late 1990s

The early noughties

The mid-noughties

When the music stops…

The late noughties

The ‘twenty-tens’: the revival of the loan market and the return of benign market conditions

Twenty-thirteen onwards (2013-18)

Regulatory changes leading to increased costs

Growth of the Schuldschein market

Green loans

Digitisation and relationship banking

Coda – IBOR-based lending comes to an end?

A market based on IBOR

IBOR developments

IBORs and the GFC

IBOR Reform – 2012-2017

Regulation

LIBOR – the beginning of the end

Consultation and transition

Aligning RFRs with the loan market

The future – the end of the end?

Chapter 2: Structural Analysis and Recent Developments in the Syndicated Credit Markets

Definition

Instruments

The syndicated credit market

Pricing

Prudential regulation of bank lenders

Location of the marketplaces

Team Structures

Technology

Sources of information

Annex 2.1: History and Methodology of Dealogic Loan Manager

Annex 2.2: History and Evolution of Loan Pricing Corporation (LPC)

Annex 2.3: Debtdomain

Annex 2.4: Operational Best Practices in Syndicated Lending

Six things lenders should look for when upgrading their loan servicing system

Annex 2.5: Bloomberg for Syndicated Loans

Annex 2.6: Selected Sources of Information on the Syndicated Loan Market

Supplement 1: The Borrower’s Position

Background to Dufry

Historical growth strategy

Financing requirements

Relationship banking

Managing big bank groups

Documentation and increased regulation

Bank versus bond

Supplement 2: Regional Markets

Supplement 2.1: Regional Markets: German Market

Supplement 2.2: Regional Markets: French Market

Supplement 2.3: Regional Markets: Southern European Region

Supplement 2.4: Regional Markets: Nordic Region

Supplement 2.5: Regional Markets: GCC Region

Supplement 2.6: Regional Markets: Sub-Saharan Africa Region

Supplement 3: View of an Institutional Investor

What an institutional investor is looking for?

Any specific requirements of institutional investors?

Liquid vs illiquid assets

What are the drivers of institutional liquidity?

Approval processes

Conclusion

Supplement 4: Loan Portfolio Management

Introduction

The loan portfolio management rationale

Key components of loan portfolio management

Measuring and monitoring risk

The onboarding process

Managing excess risk concentrations

Conclusions

Supplement 5: A Recent History of the European Leveraged Finance Market

Introduction

Today’s market

Early days (1997–2004)

Raging bull (2004–07)

Financial crisis (2007–09)

Sovereign debt crisis (2010-14)

Second bull run (2014–18)

Looking forward

Supplement 6: US Institutional Loan Performance: Birth, Growth, Crisis, Recovery and Records

The Pre-GFC Loan Market: The Salad Days

In a Financial Crisis, All Correlations Go to One

The Recovering Loan Market

Key Loan Market Characteristics

What Doesn’t Kill You Makes You Stronger?

Supplement 7: Explaining Loan and Recovery Ratings

Introduction

Rating definitions and rating scale

Methods of distribution

The rating process

Introduction to loan and recovery ratings

Recovery rating methodology

Supplement 8: Financial Regulation and the Syndicated Loan Market

Part 1 – EU developments

Part 2 – UK domestic regulation

Chapter 3: Structure, Content and Cost Analysis of Offers to Arrange Syndicated Transactions

Structuring a term sheet

Sample term sheets

DUTCHCO

Project Tennis

Cost analysis for DutchCo

Chapter 4: The Transaction Cycle for a Syndicated Credit

Principal phases, milestones and duties

The pre-mandate phase

The post-mandate phase

Closing the transaction

The post-signing phase

DutchCo and Project Tennis: sample syndication strategies and yield calculations

Chapter 5: The Documentation Process

Subsequent syndication

The LMA Recommended Form of Primary Documents

The sample document

Chapter 6: Secondary Market Transfer Mechanism

Introduction

Background

Objectives

Transferor’s objectives

Transferee’s objectives

Transfer techniques under English law

Transfer techniques under New York law

Annex 6.1

Secondary loan trading: a case study

Chapter 7: Defaults, Enforcement and Workout

Introduction

Remedies for default

Enforcement or workout

The restructuring process in relation to sovereign debt

The restructuring process in relation to corporate borrowers

Workouts and reorganisations in the US

Glossary of Terms

Publishing details

Foreword (to the Sixth Edition)

It is a great pleasure to be asked to write the foreword to the sixth edition of the Euromoney guide to Syndicated Lending. Nearly thirty years ago, my first job in the Bank of England involved the analysis of syndicated lending in the Euromarkets and the implications of these developments for shaping the original Basel capital agreement as part of work done by the Bank for International Settlements. Around fifteen years ago, I assisted Eddie George to write the foreword to the second edition, and it is very pleasing to see the guide is going strong.

The fact that the guide has reached its sixth edition is a testament to the durability and adaptability of the syndicated loan as an instrument. It is a, possibly the, workhorse instrument of corporate financing. The ebbs and flows of its popularity are to do with the passing attractions of alternatives rather than any fundamental weakness in what is at heart a very simple instrument. Moreover, in banking simplicity is a strong virtue; indeed, it is a great pity that it took a crisis of such severity to provide a reminder of this principle.

There is quite naturally a great deal of focus on structural reform of the banking system. The crisis has sadly delivered strong lessons on both the prudential and conduct of business weaknesses of institutional structures and behaviour which were little questioned in the pre-crisis years. Exuberance resulting from the appearance of good times contributed to a lack of questioning of the soundness of structures and practices. The traditional plain vanilla syndicated loan market went through one of these periods when to many it looked like the outdated model.

Today, we place far more emphasis on ensuring that banks can fulfil their role of providing critical financial services to support economic activity, and do so on a continuous and uninterrupted basis. One of those critical services is financing companies around the world that wish to expand and develop either internally or by acquisition. The future of the banking system depends on being able to meet these basic and reasonable needs of society.  The demand for such financing is truly global and requires large scale to support major companies. The syndicated loan is still with us, sitting at the heart of corporate financing. Moreover, as the guide once again explains, by their very nature syndicated loans need to be capable of distribution and selling as a means to achieve sensible risk diversification. Likewise, loans must be capable of sensible restructuring in the event of borrowers experiencing difficulties. The Bank of England has a long history of involvement in this area through the London Approach where it can use its powers of persuasion if those are called for and suitable in the particular context. I was responsible for the London Approach during the most stressful period of the financial crisis, and I learned a great deal from the experienced bankers who handle such restructurings, not least the timeless message that the success of the syndicated loan market depends on the clarity and precision of the terms and documentation of loans. It is right that the guide pays due attention to these important features.

I can highly commend the sixth edition of the guide as an important contribution to maintaining the success of the syndicated loan.

Andrew Bailey

Deputy Governor, 
Executive Director, Bank of England 
Managing Director, Prudential Business Unit, 
Financial Services Authority

February 2013

Preface

Although the cyclical nature of the syndicated credit market is well known to practitioners, few people in 1992, when the first edition was being written, would have expected that there would be a cyclical requirement for new editions of this book. The frequency turned out to be four years each time coinciding with the Olympic Games, but the excitement of the Olympics being held in London in 2012 resulted in the 6th edition being delayed until the following year and now we seem to have settled on a six year cycle. Each new edition, of which this is no exception, has required significant revision in order to bring it up-to-date. This is surely the best prima facie evidence that the syndicated credit market remains healthy, dynamic and creative.

The book concentrates on the EMEA (Europe, Middle East and Africa) market, many of the participants in which are based in London, but refers, where appropriate, to the US and Asia Pacific markets.

So what is this instrument about which so much can be written? In its simplest form a syndicated loan can be presented schematically as shown in exhibit A.

The relationships shown diagrammatically are just the start of the story and, as all practitioners know, each transaction contains its own unique features usually built around variations on the themes set out in this book.

Over the last 25 years, the syndicated loan market as a whole has transitioned from being regarded as the poor relation of the debt capital markets to being in the forefront of the consciousness of many borrowers, banks and other financial institutions and investors. Indeed, in many cases, having the balance sheet committed to a borrower can be a prerequisite for winning mandates in other fields such as bond issues, corporate advisory work, foreign exchange or payments and cash management.

Exhibit A: The parties to a syndicated loan

For many years, the largest syndicated loans were arranged in the US domestic market but Europe and now Asia Pacific can also boast some of the largest deals ever arranged, the record being the $75bn deal arranged for AB InBev in 2015.

The technical aspects of syndication and documentation described in this book have been developed, tested and refined in the international marketplace. The widespread adoption of these practices for both primary market and secondary market activity has helped to establish trans-national codes of practice acceptable to and understood by all participants (borrowers, banks and other institutional investors) in the market. The more regulated and traditional domestic markets that, for many years, did not lend themselves to the same degree of innovation and creativity have now followed the precedents set by the international practitioners.

Over the last few years, there has been increasing regulation applied to the loan market and this has had a significant impact on the day-to-day activity for the banks involved in arranging transactions as well as for banks acting as agent throughout the life of the facilities. Just one example is the importance now attached to the various aspects of customer knowledge of all the parties to a transaction both during the primary and secondary market phases.

About this book

This book starts with an overview of the market from the Loan Market Association (LMA) which has been written by Clare Dawson, Managing Director, LMA.

The reader is then taken through the history and structure of the market before embarking on the various stages of syndicated lending from the opening phase of seeking a mandate and negotiating a term sheet to syndicating, documenting, closing and trading a transaction. As not all transactions terminate in the way originally envisaged, the last chapter summarises the options when restructuring is required.

Chapter 1 provides a short history of the market commencing with its creation in the 1970s and highlights key changes in the marketplace since then. As this edition is being compiled the market is facing up to what is, perhaps, the most significant single development in that history – the likely transition away from IBOR-based pricing. Since it is currently not clear how the market will handle this (and, indeed, it is not absolutely certain that the transition will take place) the book continues to describe the market as it currently is with pricing in the major currencies being based on IBOR-based benchmarks (plus margin). However, Chapter 1 concludes with a section outlining the importance of IBOR benchmarks to the market; describing the issues with such benchmarks highlighted by the scandals surrounding LIBOR and other benchmarks; dealing with the various regulatory responses to those issues; and, finally, looking at the likely transition away from IBOR benchmarks in favour of interest rate benchmarks tied to so-called risk-free rates (RFRs).

Chapter 2 provides an overview of the syndicated credit market as it is today. It encompasses statistics on the size of the market, details of where the activity is taking place and in which currencies, and sets out some of the key players based on league table analysis. It comments on the impact of regulations (including the various Basel Accords on capital adequacy) and on the geographic location of the centres of syndication expertise.  It concludes with a summary of the way in which banks organise their syndications teams and the technology and information sources they use in order to run this business. This is followed by a number of annexes in which some of the technology providers give their views on how their products can assist market participants. These include brief descriptions of Dealogic Loan Manager and LPC as well as a summary of the Debtdomain platform by Sean Tai of IHS Markit.  The Finastra-Fusion Loan IQ team then describe operational best practices in loan servicing systems by reference to Fusion Loan IQ and there is a summary of Bloomberg for Syndicated Loans by Mark Betteridge of Bloomberg. The annexes conclude with a list of relevant information sources.

Chapter 2 also embodies eight supplements written by leading market practitioners covering areas of specific interest as follows:

The borrower’s perspective by Yves Gerster Global Director for Treasury and Shared Services, Dufry Group.

Regional Markets – snapshots of the following regional syndicated loan markets by local experts:

Germany – by Christian Ulrich;

France – by Alban Vital

Southern Europe – by Emilio Lopez Fernandez

Nordic – by Michael Dicks

GCC – by Alper Kilic

Sub-Saharan Africa – by Alper Kilic

View of an Institutional Investor by Peter Brodehser, Head of Infrastructure Investments, Ampega Asset Management, GmbH.

Loan portfolio management by Dr Doo Bo Chung, formerly Director, Capital and Portfolio Management, Royal Bank of Scotland and Jim Skufca, Managing Director, formerly Head of Strategy and Analytics, Capital and Portfolio Management, Royal Bank of Scotland.  This Annex was prepared for the purposes of the Sixth Edition and has been only editorially updated for this edition.

A recent history of the European leveraged finance market by Tessa Walsh, Global Loan Editor, LPC.

US institutional loan performance: Birth, Growth, Crisis, Recovery and Records by Meredith Coffey, Executive Vice President for Research and Regulation for the Loan Syndications and Trading Association.

Explaining loan and recovery ratings by Cameron Andrews, Director, Standard and Poor’s Product Management EMEA and Chris Porter, Head of Loan Recovery and CCO Business Development Standard and Poors, EMEA.

Financial Regulation and the syndicated loan market by Simon Crown, Partner, Clifford Chance LLP.  This also looks briefly at some of the possible effects of Brexit on the loan markets.

The Dealogic league tables and other charts used in Chapter 2 and Supplement 2 were kindly provided by Nisha Bharadwa of Dealogic.

Chapter 3 introduces two case studies by examining the issues involved in preparing term sheets for two hypothetical borrowers, the first to provide liquidity facilities as a commercial paper (‘CP’) back-up line, the second for an acquisition financing facility. The transactions envisaged are two of the common types found in the syndicated credit market, the first being a revolving credit facility, the second being a multi-tranche multi-currency facility incorporating term and revolving facilities. These term sheets have been designed to explore, in a practical way, many features which are likely to be encountered in these types of transactions, whilst at the same time keeping them as realistic as possible. The term sheets themselves have been annotated to emphasise and highlight the key commercial points being made in each paragraph. The chapter ends with an explanation of the relevant all-in cost calculations for both transactions from a borrower’s perspective.

Chapter 4 covers the syndication process and all the steps involved. It starts with an assessment of the factors to be considered when deciding to bid alone or in a group. It covers alternative syndication strategies and discusses the activities involved in executing each step in the syndication process. The chapter closes with a worked example of a syndication strategy for each of the transactions featuring in Chapter 3.

Chapter 5 is based on the offer to arrange the hypothetical commercial paper back-up line for DutchCo described in Chapter 3 and provides a draft facility agreement based on the sample term sheet. The agreement has been constructed in a conventional way and takes the reader through the document by providing pertinent commentary. The agreement, a US dollar denominated standby revolving credit and swingline facility agreement is annotated on a clause-by-clause basis. It uses the standard form developed under the auspices of the LMA.

Chapter 6 gives the reader a concise explanation of the alternative methods for the effective transfer of assets from one institution to another. This has particular relevance in today’s environment as banks increasingly look to the secondary market as a means to manage their portfolios. The Annex, originally prepared by David Fewtrell, Director and Portfolio Manager/Trader, Investcorp Credit Management EU and revised by Michael Ward, Manager at HSBC, provides a worked example of a secondary market trade using LMA endorsed standard confirmations and pricing methodology.

Chapter 7 is a summary of the steps to be taken when restructuring transactions involving syndicates, draws attention to some of the frequently found pitfalls and offers ideas as to how to avoid them.

A Glossary of Terms is to be found at the end of this book where technical terms and market jargon are explained.

It is assumed that the reader is familiar with the concept of discounted cash flow. The calculations in the worked examples have, when necessary, been made using Excel spreadsheets and, therefore, minor differences in the results might be found if other calculators are used.

Various levels of pricing and interest rates have been used for the examples in this edition but the authors are not suggesting that these rates are the appropriate ones for any particular transaction either at the time this edition is published or at any other time and the absolute levels of pricing and interest rates chosen are not in themselves important. It is essential for a practitioner to use the prevailing rates when working in any real life situation. The methodology does not change, merely the answers.

Square brackets [ ] are used throughout this book to indicate that an insertion is required depending on the circumstances. It is hoped that the type of insertion required in each case is clear from the context and that the reader will realise that, once the insertion has been made, the square brackets drop away.

Mark Campbell

General Editor

March 2019

List of abbreviations

ACT: Association of Corporate Treasurers

AfDB: African Development Bank

AIIB: Asian Infrastructure Investment Bank

APLMA: Asia Pacific Loan Market Association

ADB: Asian Development Bank

BBA: British Bankers’ Association

BIS: Bank for International Settlements

CDB: Caribbean Development Bank

CEDB: Council of Europe Development Bank

EBRD: European Bank for Reconstruction and Development

ECB: European Central Bank

EIB: European Investment Bank

EIF: European Investment Fund

EMEA: Europe, Middle East and Africa

FCA: Financial Conduct Authority

IADB: Inter-American Development Bank

IAIC: Inter-American Investment Corporation

IACPM: International Association of Credit Portfolio Managers

IBRD: International Bank for Reconstruction and Development

IDB: Islamic Development Bank

IFC: International Finance Corporation

ISDA: International Swaps and Derivatives Association, Inc

LIBOR: London Interbank Offered Rate

LMA: Loan Market Association

LSTA: Loan Syndications and Trading Association, Inc

NIB: Nordic Investment Bank

OECD: Organisation for Economic Co-operation and Development

PRA: Prudential Regulation Authority

About the Editors

Mark Campbell is Special Counsel at international law firm Clifford Chance. He joined Clifford Chance in 1982 and has specialised in international and domestic banking and financial work. He has acted for a wide variety of arrangers of syndicated financing transactions of all types and has advised the Loan Market Association on its standard documentation since its inception. In recent years much of his work has centred around the acquisition finance, leveraged buy-out and restructuring markets. He has contributed to periodicals on financial law and is a regular speaker at conferences on syndicated lending and secondary market issues. Mark took his Law degree at Oriel College, Oxford and is the Chair of Governors for Shapla School, Tower Hamlets and Chair of Trustees at Tower Hamlets Education Business Partnership.

Christoph Weaver is General Manager of BayernLB, London Branch. Previously, he was Deputy Head of Loan Capital Markets and Head of Transaction Management at Royal Bank of Scotland. During his time at RBS, Christoph had geographic responsibilities for Germany, Austria & Switzerland, Nordics, France and Southern Europe. He joined RBS in 2004, before which he worked for HVB (now Unicredit) to establish and spear-head their Corporate Syndications Team with additional responsibilities for the financial institutions team and a major focus on European Borrowers. In 1997, Christoph moved to the Debt finance Division of Bankgesellschaft Berlin where he became Head of Syndications, leading a cross border team with a particular focus on borrowers in Eastern Europe, the Nordics and the Near Middle East. Christoph started his career at WestLB in credit before moving on to Syndications where he focused largely on UK corporates and FI’s. He was latterly the Course Director of the Euromoney Syndicated Loans for Practitioners training seminar. Christoph was born in Germany, grew up in Scotland and was educated in both Germany and the UK where he received a Dipl. Betriebswirt (FH) and a BA European Business Administration.

Tony Rhodes is now retired from the finance industry. His last full-time employment (1998–2004) was at HSBC where he was European Head of Debt Capital Markets and Global Head of Loan Syndication. Before this, Tony worked at Credit Suisse (CSFB) for nearly three years where he was responsible for primary and secondary loan syndication in Europe, Middle East and Africa, having previously spent 15 years in a variety of positions in debt capital markets at Bank of America International Limited (BAIL).

Tony started his career in the project finance unit of Shell International Petroleum Company, being based first in London, then in Paris. This was followed by a Paris-based consultancy position after which he moved to Liverpool, England, to join the Treasury Department at Ocean Transport & Trading Limited. His final position prior to joining BAIL was in the project finance unit at Lloyds Bank International Limited.

Tony read Natural Sciences and Business Management Studies at Corpus Christi College, Cambridge, and holds a Master of Arts degree. He was a regular speaker at seminars and workshops on syndicated lending and was the course director and lecturer on the Euromoney training seminar entitled Syndicated Loans for Practitioners for 20 years from its inception in 1990. In addition to being the general editor and author of the first five editions of this book, he was general editor of the book entitled Encyclopedia of Debt Instruments, first published by Euromoney Books in 2006, then revised and published as a second edition in 2012.

Tony was a founding director of the Loan Market Association.

About the Contributors

Cameron Andrews is a Director responsible for Standard & Poor’s Product Management Group in EMEA. Having held a number of positions at S&P, across the Product Management, Media and Marketing functions, Cameron’s current role is to maintain and develop S&P’s product offerings in Europe, with particular focus on S&P’s Rating Evaluation Service, Private Ratings, Loan and Recovery Ratings, Credit Assessments, Private Credit Analysis, Credit Estimates and Mappings. Cameron joined Standard & Poor’s in October 2000 as a media manager in the Insurance Ratings Group and prior to joining was a journalist in the financial trade press.

Mark Betteridge is the Global Head of Fixed Income and Currency Analytics at Bloomberg. He is responsible for Bloomberg’s core debt, treasury, bond, syndicated loan and currency analytics, as well as credit analytics and league table products across the Bloomberg Professional service. Prior to his current role, Mr. Betteridge was responsible for the business development, design, build and rollout of Bloomberg’s league tables and syndicated loan products globally. Before joining Bloomberg in October 2009, Mr. Betteridge spent eight years with Fortis – most recently as Director of Secondary Loans – where he managed the team responsible for all secondary loan activity and investor relationships in Europe, Middle East and Asia. Prior to that, Mr Betteridge held a variety of positions at NatWest, within the firm’s Structured Finance division. Mr Betteridge holds a Bachelor’s degree in Business Economics from Cardiff University.

Nisha Bharadwa commenced her fifteen year career at Dealogic in London, working closely with the Heads of Fixed Income and subsequently Equity Capital Markets, Mergers & Acquisitions and Investment Banking Strategy, globally. In 2012, she relocated to Hong Kong and worked across the Asia Pacific region in Hong Kong, China, South East Asia and Australia. Returning to London in 2015, her focus shifted to the growing European Leveraged Finance Market and developing Dealogic’s unique Leveraged Finance platform. Since 2018, she has managed Dealogic’s Media presence in EMEA. Nisha studied Economics at the University of Manchester.

Peter Brodehser joined the Infrastructure Investments team at Ampega Asset Management GmbH (Germany) in September 2014, tasked with building its debt and equity investment portfolio. Peter is an infrastructure and investment specialist with over 20 years of banking and investment experience, having previously held positions at HSH Nordbank, Helaba and PwC gaining experience in project and acquisition finance, corporate finance and M&A. He has closed various transactions in the transport and energy sector across Europe, Asia and the United States. He holds a BBA degree from University of Applied Sciences Cologne, an MBA from FOM Business School and a PhD from University of Potsdam.

Dr. Doo Bo Chung was, at the time of publication of the 6th Edition of this book, a Director in the Capital and Portfolio Management Group (CPM) at the Royal Bank of Scotland’s International Banking (IB) division. Doo Bo contributed to the implementation of an Active Credit Portfolio Management capability for the wholesale banking business and led the development of the IB division’s integrated capital allocation framework. Doo Bo has a background in academia and risk management having previously worked in ABN AMRO’s Quantitative Risk Analytics team. Doo Bo has an MSc graduating cum laude and a PhD degree in Aerospace Engineering both from the Delft University of Technology. Doo Bo was also the National Physics Olympiade champion in Suriname (South America), representing Suriname in the International Physics Olympiade held in Oslo, Norway (1996).

Mark Clark is head of the Corporate Loans Agency business at NatWest. He leads a team of industry specialist relationship managers within the NatWest Syndicated Loans Agency market-leading provider of independent, professional agency bank services.

Meredith Coffey is Executive Vice President, running the Research and Analysis efforts at the Loan Syndications and Trading Association (LSTA). Ms. Coffey co-heads the LSTA’s regulatory and CLO efforts, which help facilitate continued availability of credit and the efficiency of the loan market. In addition, Ms. Coffey heads up a team of analysts that are responsible for analysing current and anticipated market developments, helping the LSTA build strategy and improve market efficiency, and providing commentary through weekly newsletters, periodic conferences and webcasts. Ms. Coffey and the analyst team also engage market participants, press and regulators on issues and developments in the global loan market. By presenting broad and unbiased analysis, the LSTA’s research team is a non-partisan voice representing all loan market participants.

Prior to joining the LSTA, Ms. Coffey was Senior Vice President and Director of Analysis focusing on the loan and adjacent markets for Thomson Reuters LPC. Additionally, Ms. Coffey is a frequent speaker at industry events and has authored chapters in several books about the syndicated loan market. She has a B.A. and a graduate degree in economics from Swarthmore College and New York University, respectively.

Simon Crown is a partner in the regulatory practice at Clifford Chance, which he joined in 1998. He advises a broad range of financial institutions on regulatory issues, including regulatory capital, market abuse, payment services, mergers and acquisitions and conduct of business rules. Simon is a leading adviser on Brexit. Simon is a member of the City of London Law Society’s regulatory committee. Simon has a law degree from the University of Oxford and a post-graduate law degree from University College London.

Clare Dawson joined the Loan Market Association in 1999 after spending two years in the syndications department at Sumitomo Bank, working on loans in Europe, the Middle East and Africa. Prior to Sumitomo she spent two years at the British Museum Development Trust raising funds for the Museum’s Great Court project. Before joining the British Museum, Clare had spent some eight years at Sumitomo in the international department, including two years at the bank’s head office in Tokyo, where she helped establish a syndications desk. In London she worked mainly on origination in various western European and Nordic countries. Clare has an honours degree in Modern and Mediaeval Languages from the University of Cambridge.

Clare is a member of the Sterling Risk Free Rates Working Group and chairs the Sterling RFR loans sub-group. She is also a member of a number of other currency working groups looking at potential replacements for LIBOR.

Michael Dicks has been involved in the syndicated loan market since 1982, firstly as part of the team at Midland Bank International syndicating financing for Airbus and other aircraft deliveries, then at Citibank Investment Bank syndicating structured trade finance obligations, before moving to the SEB Group in 1989 when on SEB acquiring full control of Scandinavian Bank in 1990 he was part of the team founding SEB’s syndicated Loan practice. He has over the last 30 years been at the forefront of Nordic Corporate syndicated lending fuelling debt funded acquisition sprees and restructurings through the various economic cycles of this period. Michael retired from a 43 year career in Banking at the end of October 2018. Enjoying shooting hunting and fishing he now spends his time between Exmoor and London and enjoys finally being able to spend more time with his two daughters and three Labradors.

Matt Dunn is a partner in the finance group of the Irish law firm Arthur Cox in Dublin, where he works closely with the firm’s Infrastructure, Construction & Utilities Group on loan and bond financings in the energy and infrastructure sectors, including PFI and PPP financings. Prior to Arthur Cox, he worked as an associate (2007-15) and then partner (2015-18) at Clifford Chance LLP in London, where he advised borrowers and lenders on cross-border acquisition financings, infrastructure and project financings, margin loans and restructuring work. Matt has a BA in Modern History from the University of Oxford and an MSc in Economics from the University of London.

David Fewtrell is a Director and Portfolio Manager for Investcorp Credit Management EU having originally joined 3i Debt Management, the predecessor to ICM EU in July 2012. Prior to that he was a Managing Director at HSBC where he headed the bank’s institutional loan sales business in Europe. David set up and ran HSBC’s secondary loan trading business having started his career at NatWest undertaking a variety of loan trading, credit and corporate banking roles in NatWest Markets and NatWest International. David has over 17 years sales and trading experience in the international syndicated loan and leverage finance market and is one of the pioneers of the modern secondary loan market in Europe. He sat on the board of Directors of the Loan Market Association for over 10 years and was Vice-Chairman between 2006 and 2009. David holds a Banking Diploma from the Institute of Financial Services and is approved to perform the FSA controlled function 30.

Yves Gerster is Global Director for Treasury and Shared Services at Dufry, the leading travel retailer which is quoted on the stock exchange in Switzerland. His function, among other tasks, is responsible for group financing which includes syndicated bank debt as well as senior bonds issued in Europe and the USA. He also serves on the council of trustees of Dufry’s Swiss pension fund trust and as chairman of Dufry’s cyber risk committee. He has 19 years of experience in finance in various industries. He graduated with a degree in economics at the University of Basel.

Julia House is a senior associate in the general banking practice of Clifford Chance in London. Julia joined Clifford Chance in 2010 and has worked in the firm’s London and Madrid offices as well as spending eight months on secondment to Barclays Bank PLC. Julia specialises in corporate lending and infrastructure finance and has a B.A. in Jurisprudence from Jesus College, University of Oxford.

Alper Kilic is the Head of Standard Chartered’s Corporate Finance Europe, Loan Syndications Africa & Leveraged and Structured Solutions businesses. He has over 22 years of experience in finance and banking covering USA, Europe, Middle East and Africa. He is also a Board Member for Standard Chartered Yatirim Bankasi Turk A.Ş. He joined SC in 2008 to focus on Structured Trade Finance and Financing Solutions in Sub-Saharan Africa. His deal experience includes structured loans, loans syndications, securitizations and Islamic Finance. He has covered clients across oil & gas, infrastructure, telecoms and FI sectors in different geographies. Alper also has extensive expertise in working with a wide range of Export Credit Agencies, Multilateral Agencies and Development Finance Institutions. Prior to Standard Chartered, Alper worked at Citibank in Istanbul and London for 11 years. He has an MBA from the University of Dallas and a BSc in Metallurgical Engineering and Material Science from the Middle East Technical University in Turkey.

Emilio López Fernández has been Head of Corporate Loans for Iberian corporates at BBVA since February 2016. He joined BBVA in 2010 and has been focused on origination and execution of corporate loans for IG and non-IG borrowers in Europe, on both bank and institutional deals. Prior to joining BBVA, Emilio spent 5 years in London at RBS in Leveraged Finance and Corporate Lending. Emilio has both Spanish and French citizenships and holds a Master´s degree in Finance at Sciences Po Paris. He is a Corporate Finance Professor at Universidad de Navarra (Madrid Campus), Master of Banking and Financial Regulation.

Chris Porter is Head of Loan, Recovery and CLO Business Development for EMEA at S&P Global Ratings, looking after ratings throughout the region, for corporate and leverage loans plus CLOs. He is also responsible for the coverage of Private Equity houses. Prior to S&P Global Ratings he spend over 20 years in the syndicated loan market, working across many of its different asset classes. His career started in NatWest on the project group that subsequently transformed into Europe’s first dedicated secondary loan sales team.  His next role was on the primary sales desk, distributing corporate, structured and financial institution loans to European investors. After primary sales, Chris was posted to Hong Kong, where he was responsible for the pricing, structuring and origination of syndicated debt in South and South East Asia. The main focus of this role was to bring debut issuers from Thailand and India to the international loan market. On his return to Europe he became the Head of European Loan Trading for NatWest, taking the team through the integration with The Royal Bank of Scotland, transforming the desk from a back-to-back operation into a full trading book, working mainly in the leverage and corporate markets. At the same time he joined the Board of the LMA, a post he was to hold for ten years. During his time on the Board he co-chaired the Valuation & Trading Practices Committee and chaired a number of working parties, as well as writing the first set of Transferability Guidelines for the LMA. He also held the post of Vice-Chairman of the LMA for two years. After RBS, Chris moved to Bank of Scotland, where he created and headed the Loan Sales and Trading Team.

Jim Skufca was, at the date of publication of the Sixth Edition of this book, a Managing Director in the Capital and Portfolio Management Group (CPM) of Royal Bank of Scotland’s International Banking Division. Jim has over twenty five years of experience as a credit portfolio manager, trader and research analyst for major financial institutions including Wachovia Securities, Deutsche Bank Securities, Citigroup Securities and Aegon. While at Wachovia, Jim was instrumental in creating and leading the Corporate and Investment Bank’s active credit portfolio management effort.

Sean Tai originally founded Debtdomain in 2000 and led the company until its acquisition by Ipreo in 2013. Sean’s experience in banking led him to develop a product to simplify loan syndication and trading. The first syndicated loan was launched on Debtdomain in 2002 and since then Sean has been instrumental in driving the growth of the company into agency, secondary trading and compliance products. Based in London, Sean has a broad role focussed on developing the Debtdomain business globally. He continues to work directly with many clients globally and hosting industry conferences. Prior to setting up Debtdomain, Sean worked at Macquarie Bank, Standard Chartered and National Australia Bank. Sean has a Bachelor of Economics from the University of Sydney as well as Professional Certification from the Institute of Chartered Accountants of Australia and the Securities Institute of Australia.

Christian Ulrich joined Bayerische Landesbank in 1999 and has worked within the Corporate Finance division, in particular syndicated loans, since 2004. From 2011 onwards Christian headed the corporate advisory unit and since 2017 he has served as Head of Corporate Structured Finance with a focus on origination and execution of syndicated loans and corporate acquisition financings for corporate clients. He graduated from University of Gießen, earned a degree in Business Administration and has supplemented his education with an executive course in Management at INSEAD. Christian is married with two children.

Alban Vital is Head of Western Europe Origination in the Loan Capital Markets team of SMBC. Based in London, the team is responsible for managing the underwriting, structuring, pricing and syndication strategy of loans for Corporate clients and financial institutions in the region. Alban has over 15 years of experience in the loan market, he has extensive deal experience in M&A financing, corporate leverage, infrastructure and structured finance across various sectors and countries. Before joining SMBC, Alban was part of the Global Loans team of Barclays Capital mostly focusing on corporate leverage syndication. Prior to joining Barclays in 2006, Alban started his career at GE Capital as part of their Financial Management Program and then Capital Markets team. Alban holds an MBA from INSEAD (France), a Master in Management from the CEMS and an Engineering degree with distinction from Université Catholique de Louvain (Belgium).

Tessa Walsh is LPC’s London-based global loan editor. Tessa has been covering the syndicated loan market in Europe, the Middle East and Africa for more than 20 years and is responsible for editorial coverage for LPC, Refinitiv and Thomson Reuters. Tessa has been published in Reuters, the New York Times and International Herald Tribune and other publications and chairs LPC’s European Roundtable, an annual forum that allows loan syndicate heads and leading institutional investors to discuss market developments. Tessa has an M.A. in Philosophy from St Andrews University and a post-graduate diploma in Newspaper Journalism from London’s City University.

Michael Ward, CFA is a Manager in the European Middle-Market Leverage Finance team at HSBC Bank plc. Before joining HSBC, he was a Vice President at RBS where he oversaw the bank’s £4bn global asset deleveraging of its unprofitable loan portfolios across Europe, the Middle East and Africa. Michael has also worked within the bank’s Debt Capital Markets division focusing on syndicated loans. Michael holds an MSc in Finance from Warwick Business School, along with a First-Class BSc in Financial Maths & Economics from National University of Ireland, Galway. He is also a CFA charterholder.

Acknowledgements

This is the second edition of this book not to benefit from the direct contribution of Tony Rhodes who edited each of the first five editions, but who has now left the work of updating to others. Nonetheless, Tony’s influence on the structure, content and style of the book remains immense and I would like to thank him for his continued advice and support (as well as for his friendship over almost the entirety of my career in the loan market).

As a mere lawyer I could not have hoped to carry on Tony’s good work without the support of banking professionals and, in preparing this edition, I have been very fortunate to be able to work with Christoph Weaver of Bayern LB who, together with Richard Bradbury and his colleagues at NatWest and Chris Linnane of Bayern LB have been able to apply their enormous expertise and experience to the task of re-working and replacing large parts of the text to take account of the many changes in the market which have occurred since the previous edition appeared in 2013. I am particularly grateful to Sean Malone at NatWest for enabling members of his team to work on this project.

I would also like to thank my colleagues, Julia House, whose help on both this edition (particularly with the sample term sheets and facility agreement) has been invaluable, Matthew Dunn and Sandra Pask, without whom I would certainly not have been able to cope with the mammoth task of dealing with the manuscript.

The Loan Market Association (LMA) is indisputably the leading trade association for the syndicated loan market in Europe, Middle East and Africa. This book benefits in part from the work undertaken by the LMA and embodies a number of the standard forms that have been developed. The LMA authorised the selective use of this work for which I am deeply indebted as I am to Clare Dawson for writing the introductory review from the LMA.

This market has countless facets and the supplements to Chapter 2 are written in order to offer the reader a broader perspective on the market than would be the case by just concentrating on its technical aspects. My thanks go to Cameron Andrews, Peter Brodehser, Meredith Coffey, Simon Crown, Michael Dicks, Yves Gerster, Emilio Lopez Fernandez, Alper Kilic, Chris Porter, Stephanie Queniat, Christian Ulrich, Alban Vital and Tessa Walsh for their informative, incisive and useful contributions. Dr Doo Bo Chung and Jim Skufca prepared the supplement on portfolio management for the Sixth Edition of this book and, although they were unable to work on this edition, I thank them for their contribution.

I wish to acknowledge the contributions made by Mark Clark of NatWest towards the revision of the section on the agency function in Chapter 4 and by David Fewtrell and Michael Ward in developing a worked example of a secondary trade in the Annex to Chapter 6 as well as by Mark Betteridge of Bloomberg, the Dealogic loans team, the Finastra-Fusion Loans IQ team, the LPC team and Sean Tai of IHS Markit for the Annexes to Chapter 2.

This Seventh Edition benefits from the contributions and comments made in previous editions by individuals who were active players at the time and I wish to record my thanks to them for their professional support; they are listed here alphabetically according to the edition in which they first appeared. Obviously some people, who have had lengthy careers in the syndicated loan market, span more than one edition.

First Edition: Frank Canosa, Alby Cator, David Chandler, Isabel Clapman, Keith Clark, Mike Constant, the late Gerald Doherty, Jim Fuschetti, the late Norbert Hagedorn, Richard Halcrow, Robert Halcrow, Linda Hanson, Morven Hay, Simon Hood, Jiri Huebner, Bernard Hunt, Stan Hurn, Walid Kaba, Len Lizmore, David Lord (late), Hilary McCann, David Morley, Bill Morrow, Spyros Papanicolaou, the late Hugh Paton, David Rimmer, Bill Robinson, Sol Saad, Fabian Samengo-Turner, Zoë Shaw, Duncan Straughen, Eileen Ward, Howard Watson and Jörg Wulfken.

Second Edition: Charles Bennett, Christopher Beresford, Paul Brooker, Noreen Doyle, Chris Elliott, Tim Elliott, Simon Jackson, Bahman Jahanshahi, Grant Johnson, Sidney Kurth, Michael Leemputte, Bruce Ling, Maria Roca, James Saft, Dietmar Stuhrmann, Cathy Weir and Stephen Williamson.

Third Edition: Valerie Amato, Tony Assender, Richard Cartledge, Meredith Coffey, Michael Day, Stephen Fitzmaurice, Ed Flanders, Julian van Kan, Mark Nickell, Andy Smith, John Starling, Paul Tay, Julian Taylor, Ellie Souza and Jo Whelan.

Fourth Edition: Samir Assaf, Alan Christenfeld, Noreen Doyle, Fergus Elder, Elizabeth Gray, William Fish, Ian Fisher, Isabel Fleming, Robert Gray, Philippe Henry, Helen Ibbotson, Jonathan MacDonald, Gráinne Molloy, Gerald Montagu, Ruth Ramsey, Tim Reid, Geoff Rimington, Tim Ritchie, Scott Talmadge, Tanya Trainer, Rachel Watson, Zvi Wolgemuth and Andrew Yianni.

Fifth Edition: Don Carden, Dan Cohen, Matthew Dunn, Ephraim Ehrhardt, Edwin van Eijbergen, Toby Fildes, Jennifer DeMarco, Felix Geiringer, Darrenth Hawken, Keith Ho, Anna Jakimova, Jasmina Jakimova, Caroline Kennedy, Zey Nasser, Dan Neidle, Sandra Pask, Mark Pesso, Abhishek Pundhir, Jonathan Ready, Michelle Roles, Wendy Rosenthal, Hardeep Sandhu, Steve Schoenhaus, Roger Taylor, Dermot Turing, Paul Watters, Sandy Wax, Christoph Weaver and William Wild.

Sixth Edition: Josie Ainley, Edward Ainsworth, Philip Angeloff, Rick Antonoff, Mark Arbeid, Leah Edelboim, David Felsenthal, Allegra Benitah, Avrohom Gelber, Kevin LeGallo, Nathan Holland, Per Lindberg, Carolina Lopez Perez, Tom Pax, Alexander Riddick and Antonio Stockino.

Seventh Edition: Jeff Berman, Jules Brizi, Simon Crown, Laura Douglas, Asta Evans, Dolly Haastrup-Quornooh, Rui Huo, Robert Johnson, Pierre-Benoit Pabot du Châtelard, Katelijne Ribbink, Titus de Vries, Deborah Zandstra.

Finally, I would like to thank Chris Cudmore and the team at Harriman House, for their support, encouragement and effort in making this Seventh Edition happen.

Mark Campbell

April 2019

Introduction: The Loan Market Association Continues to Extend its Influence

Clare Dawson

Chief Executive, Loan Market Association

Since the publication of the sixth edition of this book in 2013, the Loan Market Association (LMA) has continued to play an increasingly significant role in the syndicated loan market in the Europe, Middle East and Africa (EMEA) region, and has also extended its documentation and training into a wider range of sectors, geographies and syndicated loan products. Moreover, in the last six years, the loan market itself has continued to face challenges on a number of fronts. It therefore seems appropriate to give once more a brief description of the history and achievements of the LMA, and to offer a view of the changes and trends in the loan market that are influencing the Association ’s work.

The origins and development of the LMA

The LMA was established in December 1996 on the initiative of a number of leading London-based market practitioners, who had come to the view that the syndicated loan market in Europe would benefit from the existence of a trade association that could develop collective solutions to issues which individual market participants would not be able to deal with as efficiently on their own. From the initial membership of seven founding institutions, numbers have grown steadily, and the number of members now stands at over 700, consisting of banks, other financial institutions, law firms and service providers from more than 60 jurisdictions. Members come from across the EMEA region and beyond, emphasising how much the LMA’s reputation and influence has grown since its early days, particularly in some of the newer, developing markets.

The initial focus of the LMA was on the newly developing secondary loan market, which, while suffering from inefficiencies and lack of standard market practice, was becoming more important to major banks, as they began to look at ways to improve returns on capital through more active balance-sheet management. It soon became clear that the core goal of the Association was to optimise liquidity, and this continues to shape the thinking of those responsible for taking the LMA forward, whether in the context of the secondary market, or in relation to the LMA’s work in the primary market.

As the market has evolved, and the challenges facing it have changed, the LMA’s priorities have also adapted to meet the needs of its members. In the current market the main focus of the LMA falls on four areas:

working to maintain the ongoing attractiveness of the syndicated loan product to an increasing universe of borrowers and lenders

engaging in constructive dialogue with regulators to ensure that regulation does not have unintended consequences for, or excessively inhibit liquidity in, the syndicated loan market

bringing the benefits of standardisation and widely accepted market practice across the broad range of syndicated loan products and markets

working with market practitioners to increase operational efficiency in the syndicated loan market

Documentation

In its early years, the LMA focused mainly on projects relating to the secondary market, developing documentation for trading both par and distressed loans, and standard settlement parameters, as well as launching the secondary loan Valuation Survey. However, as the LMA expanded its remit to cover all aspects of both the primary and secondary loan markets, producing documentation for the primary market became an increasingly important aspect of the Association’s work. Initially, a set of Recommended Forms of Primary Document for the investment grade market was produced, covering both single and multi-currency deals and revolving and term loan facilities. Subsequently, additional documents, including options for letter of credit and swingline facilities, as well as term sheets, confidentiality agreements and mandate letters, were added to the set of primary documents.

An important development, which was prompted by the primary documentation project, was the dialogue established with The Association of Corporate Treasurers and the British Bankers’ Association. The involvement of the former in the production of the Recommended Forms of Primary Document was undoubtedly an important factor in establishing the documents’ credibility with the corporate sector. While the documents are, of course, only the basis of negotiations between borrowers and lenders, the goal was to standardise the boilerplate areas of the documents so that these negotiations can focus on the commercial aspects of individual transactions.

While the vast majority of LMA documentation is governed by English law, which is a widely accepted market standard, the LMA has produced French and German law versions of the investment grade primary document, launched in 2002 and 2007 respectively, with a Spanish law version published most recently, in 2013. It was felt that adapting the LMA documents for these jurisdictions, while maintaining the overall style and content of the English law form, would broaden acceptance of LMA standard documentation in three major markets where many borrowers had traditionally pressed for shorter, less comprehensive loan documentation.

Around three years after the launch of the English law investment grade primary documents, and after wide consultation among market participants, the LMA began to draft a document for the leveraged loan market. A working party of representatives from banks and law firms was formed, and the newly formed Institutional Investor Committee was also invited to review the document. Once again the aim was to produce a template form that would be negotiated to suit each individual transaction – the more complex nature of leveraged loans meaning that the document left considerably more areas blank for negotiation than the investment grade version. After a number of drafts had been reviewed, a finalised document was launched in January 2004.

Following the start of the financial crisis in 2007, after some discussion the decision was made to create an LMA Intercreditor Agreement. Clearly this was an ambitious project: intercreditor agreements are highly tailored to the complexities of each transaction. Nonetheless, our members felt there was a clear benefit to the market from the LMA producing a recommended form that had been thoroughly reviewed for complex issues such as multi-party hedging. After the financial crisis had begun to raise difficult issues between borrowers and lenders, it became clear that the LMA leveraged facility agreement was a robust starting point for lenders to negotiate with borrowers. The intention was that the Intercreditor Agreement should provide a similarly strong framework for negotiation, and when the document was launched in February 2009 it was widely welcomed as a document that had benefitted from detailed discussion of the complicated issues involved by leading practitioners and lawyers. Subsequently, work was undertaken to produce documentation for other structures seen in the leveraged market, including an intercreditor agreement and super senior secured revolving credit facility agreement for use together with a high yield bond.

All LMA documentation is subject to continuous review, to take account of changes to legislation and regulation, judgements in relevant litigation and developments in market practice, as well as simply to incorporate improvements that market participants have identified in the course of using the documents for live deals. Where possible, the boilerplate areas of the different sets of primary documents are kept the same, although differences in the perception of risk, or operational complexity, for example, may result in the parties requiring different positions to be taken in different markets. On the secondary side, the most significant changes were as a result of the decision, taken in 2009, to combine the distressed and par trading debt documents into one combined set, which was launched in February 2010. This included the consolidation of representations and warranties from the previously published par terms and conditions and distressed terms and conditions, as well as a single uniform trade confirmation for par and distressed trades.

After years of focusing purely on documentation for the corporate markets – whether investment grade or leveraged – in 2010 the decision was made to broaden the scope of LMA documentation to include other, specific sectors of the syndicated loan market. As a result, a particularly busy 18 months resulted in the production, during the course of 2012, of a multi-property investment facility agreement for commercial real estate finance, a term loan agreement for use in developing markets, and a pre-export finance facility agreement. Subsequently, the suite of Real Estate Finance documents has been considerably expanded, and a German law Real Estate Finance document has been produced, in both German and English language versions. An extensive set of documents for use in developing markets, under English law, has been published, and since the merger of the African LMA (ALMA) into the LMA in 2014, we have updated and expanded their set of South African law documents, and produced a facility agreement for use under the local laws of a number of other African jurisdictions. With increasing focus from both regulators and investors in developing a European private placement market, we produced an agreement adapted for this market in 2015, in both the loan and bond formats which are used by participants in this market. Finally, most recently, in April 2018 we published a buyer credit facility agreement for use on Export Credit Agency (ECA) backed transactions. This project benefitted from the involvement of most of the major European ECAs, and was an excellent example of cooperation between the public and private sectors on a pan-European basis.

Regulation

Ever since the financial crisis of 2008/9, a growing area of activity for the LMA has been communicating with governments and regulators about issues that the Association feels could affect liquidity in the syndicated loan markets. Whilst initially, post crisis, the focus of the regulators was on measures aimed at strengthening the financial system and making similar crises less likely in future, over recent years the range of regulatory proposals has broadened enormously in scope. Much of the regulation proposed is aimed at activities other than lending, but nevertheless has the potential for adversely affecting the ability of both banks and institutional investors to continue to fuel economic growth by lending. FATCA, CLO risk retention rules, sanctions, Article 55 of the BRRD, leveraged loan guidelines and anti-money laundering rules have all had a significant impact on the loan market. The effects of Brexit on the loan market are still unclear, and after the speech by Andrew Bailey, Chief Executive of the FCA, in July 2017, in which he signalled the FCA’s unwillingness to support the production of LIBOR beyond the end of 2021, the market, and the LMA, has been devoting huge amounts of time and resource to the question of finding alternative benchmarks. The LMA has been in continual dialogue with regulators, market participants and other trade bodies to ensure that any solutions work for the loan market as well as other products such as derivatives, and to stress the importance of the syndicated loan market as a core provider of funding for corporate activity.

Education

Another area in which the LMA has a particularly important role to play is in the field of education, whether it be in terms of training in the use of the LMA documents, or informing the market of the issues and trends of which market participants need to be aware. As the legal and regulatory framework in which loan market practitioners work continues to change, this is an area in which trade associations such as the LMA can add value for the market as a whole, as well as for individual institutions, by ensuring that participants are fully informed of the issues they need to address when transacting deals. The LMA’s education and training programme has continued to expand since the last edition of this book. In addition to the members’ Documentation Training Days, which have been increased to cover any new documents, the LMA Certificate Course, a one-week introduction to the syndicated loan market, has continued to be extremely successful, and gives those new to the market a thorough insight into the product and market practice. More recently we have developed a three day REF Certificate Course and a Loan Documentation Certificate Course, the latter held both in London and Johannesburg, The overseas seminar and conference programme has also been expanded, and now covers the Nordic region, Central and Eastern Europe, Russia, major African centres and New York, as well as the major Western European financial centres. In all, over 33,000 delegates have attended LMA events since the last edition of this book appeared in 2013, and the annual conference, first held in London in October 2008, is now the largest loans event in EMEA, attracting over 900 delegates from across the region, with, for the first time in 2017, over 300 people watching the live streaming of the conference.

As well as holding this wide range of events, the LMA also produces a number of publications for its members. Close to 10,000 copies of ‘The Loan Book’, a study of the syndicated loan market through the financial crisis of 2007 to 2009 and the key issues likely to affect it thereafter, have been distributed since its publication in September 2011. Further books, covering developing markets, real estate finance, and a look back at 20 years in the syndicated loan markets, published to coincide with the LMA’s twentieth anniversary in 2016, have all proved extremely popular with members. In autumn 2012 ‘Regulation and the Loan Market’, the first of a series of LMA Guides was published, and is now one of over a dozen guides on a wide variety of topics, covering legal, commercial and operational issues. Adding to the relatively small body of published work about the syndicated loan market is another way in which the LMA can promote the advantages of the syndicated loan product, as well as educate market participants about issues they need to be aware of in an increasingly complex environment.

A key development over the last few years has been our increasing use of electronic means of delivering training and knowledge. We have an active webinar programme, with over 30 webinars available covering various LMA documents, legal and regulatory issues and other market developments across a wide