This is the end of the first part of this series. The second part (published in October 2017) will identify additional specific elements that should be included in the allocation and acquisition agreement. This article outlines the key points that a lender should consider when assessing whether this strategy is appropriate in the current circumstances. In particular, it focuses on the essential provisions, which are generally included in the allocation and acceptance agreements, and on how the strategy is compared to a typical payment scenario. In the first part of this two-part series, Jason I. Miller outlines the allocation and acquisition structure and its benefits, explains the factors a lender can use to determine whether, in the end, it is an advantageous strategy that can be pursued in the current circumstances and begins to focus on important provisions that are generally included in a tie-up and acquisition agreement. Today`s double-edged credit environment, with abundant liquidity and low credit standards, has led to advantageous pricing for secured lenders. Along with the pressure to close transactions as quickly and cheaply as possible, this forces lenders to review their credit strategies. Increasingly, lenders offering refinancing have recently adopted a strategy to take over the existing lender through the transfer of the loan and underlying credit documents, documented by a transfer and acquisition agreement. This strategy can be, depending on several factors, a faster and more efficient way to close a loan. Agreements that require prior termination or third-party agreement have the potential to be problematic. Similarly, agreements, which in their current form are substantially inadequate in their current form, should be amended before or after the transfer.
In such a case, it can be difficult to get the third party`s signature. However, if the new lender can get away with it smoothly, it will be relatively easy to move forward. Third parties who are not authorized to disclose or give consent should not be treated. Nevertheless, some new lenders may wish to send a simple notice informing one-third of the transfer and contact information for the new lender. New, more cautious lenders may add a precondition for the third-party acceptance of the notification confirming the transfer and accepting that it remains bound by the terms of the existing agreement. A common practical consideration, which concerns deposit account control agreements covering a borrower`s collection accounts (in which it inserts the proceeds of the guarantee and submits them to an automatic sweep), is that the new lender must inform the custodian bank of its transfer instructions for the sweep. It is important to note that most lenders must complete their usual due diligence, compliance with KYC and their background audits before a task is awarded, and these points can only be accelerated to that extent. In addition, most lenders and their advisors will also need a review of existing credit documents. Documents that contain errors or omissions or need to be updated because of time (for example.
B disclosure plans) may be modified or amended and revised. Preparing for these changes before closing takes time and often begins to become familiar with the expected time savings. The divestment strategy is usually put in place when one or both parties review the transaction: the loan agreement is a loan document that the new lender almost certainly wants to amend and repeat.