Banking and Finance Basics

Counsel Mostafa Lotayef

20 February 2022

Introduction to
Loan Finance
 Agenda
1 What is the difference between Personal and corporate
finance?
2 Why does a company need to borrow?
3 What other ways of raising finance might it consider?
4 What form of security is suitable to each financing?
5 How do the basic mechanics of a loan agreement work?

© 2017
2019 Baker & McKenzie LLP 1
Definition of loan

International Definition: “A loan is when money is given to another

party in exchange for repayment of the loan principal amount plus
interest.”
Under Egyptian Law:
Egyptian civil law provides for the general rules in relation to banking
activities (e.g. loans, letters of credit and letters of guarantee) (Articles
from 538 to 544). The civil law defines a ‘loan agreement’ as: “an
agreement whereby the lender transfers the ownership of money to
the borrower, provided that the borrower is to repay the money at
the end of the loan’s tenor”. The law does not provide or regulate
certain forms of bank loan facilities. Accordingly, any agreement that
satisfies the aforementioned definition and the elements of a loan
agreement under Egyptian law would be characterized by the competent
court or tribunal as a loan agreement.

© 2019 Baker & McKenzie LLP 2

features of a Bank loan
Forms of Bank loan:

Loan finance is one of the most common forms of finance:-

 Involves the creation of a debtor/creditor relationship between the

Borrower and the bank and, through that, an extension of credit to the
Borrower.
 Non-payment of the debt will entitle the bank to bring an action against the
Borrower for the amount due, rather than to pursue an action for general
damages for non-performance of the contract.

© 2019 Baker & McKenzie LLP 3

Characteristics of a loan under Egyptian law

Under Egyptian civil law, a loan agreement has the

following main characteristics :-

 It’s a consensual agreement.

 It’s a binding agreement to its parties.
 It’s considered a donation agreement ‫ عقد تبرع‬and not a
commutative agreement ‫عقد معاوضة‬.

© 2019 Baker & McKenzie LLP

Personal vs. Corporate loans
Personal loans: Corporate loans:

Loans provided for the purposes of Loans provided for different

personal needs. corporate needs

examples: examples:

1) Car Loans 1) Expansion

2) Mortgage loans 2) Working capital
3) University loans 3) Buying raw materials
4) Credit cards

© 2019 Baker & McKenzie LLP

Why Might a Company need to Raise or Borrow
Funds?

New companies: to get their business started

Established companies: to finance their

ongoing business

Some examples:
 commodities finance
 real estate finance
 leveraged acquisition finance
 project finance

Event-driven or working capital finance

© 2019 Baker & McKenzie LLP 6

Different kinds of fundraising
Stock and share capital:
 held by the owners of the business
 who receive dividends if there are profits
 difficult for the company to “repay” their
investment
 rank behind all creditors on insolvency

Loans
 Lenders entitled to interest (even if no
profits)

Debt securities (bonds, medium term notes,

commercial paper):
 Holders entitled to interest (even if no
profits)

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Debt securities vs. Loans

Advantages Disadvantages

 Less onerous restrictions on  Often not available to private issuers

“issuer” (sometimes only a negative  High issuance & compliance costs
pledge) especially if market traded, so small
 Easily transferred issues not usually practical
 Often lower borrowing costs  Less flexible (e.g. utilisation,
repayment, currencies)
 Longer tenor than bank debt
 Confidentiality: listed securities
subject to disclosure requirements
 Less engaged and often anonymous
lenders (“holders”)
 Amendments/waivers difficult

© 2019 Baker & McKenzie LLP

Who are the lenders?

 These days not only banks

 More recent entrants to the market include:

 funds
 insurance companies
 ECAs
 International entities

© 2019 Baker & McKenzie LLP 9

Risk & Return Axis

Shareholder

Mezzanine
lenders

Senior lenders

Risk

© 2019 Baker & McKenzie LLP 10

Loan and Credit Agreements

 “Credit Agreements”: may contain one

or more loan facilities, e.g:
 a Term Loan
 a Revolving Credit Facility

 They can also make available other forms

of credit, e.g.
 a guarantee facility
 a letter of credit facility

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Types of Lending

 committed vs uncommitted
 bilateral loan vs syndicated loan
 secured loan vs unsecured loan
 term loan vs revolving loan

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Committed vs Uncommitted
A loan facility is committed of the A loan facility is uncommitted if it
loan agreement once executed allows the bank some discretion
obliges the bank to advance monies before advancing any loan monies
at the Borrower’s request. (or if the bank is not obliged to lend
at all).
This is subject to the complying with
all conditions precedent to
drawdown.

© 2019 Baker & McKenzie LLP 13

Bilateral vs Syndicated

Bilateral loan agreements Syndicated loan agreements

 single lender  multiple lenders

 …with an existing relationship with  arranged by the Arranger
the borrower(s)
 co-ordinated by the Agent

Syndicated and club

Club loan agreements
arrangements

 a hybrid Individual loans by individual lenders

 a small number of “relationship” contained in a single document
banks

© 2019 Baker & McKenzie LLP 14

Bilateral Loans

Lender

Loan

Borrower

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Bilateral Facility
A loan agreement between a borrower and a single lender. It is usually
based on a close business relations between the a borrower and a bank.

In some financing transactions the borrower may have two or more bilateral
loan agreements, each with a different lender. All the bilateral loan
agreements will have substantially the same terms and conditions.

Together they comprise an aggregate financing package for the borrower.

Rather than having one large loan facility with multiple lenders and a single
agent bank that administers the loan on behalf of the lenders (as in a
syndicated loan), each bilateral lender will administer its own loan.

© 2019 Baker & McKenzie LLP 16

Syndicated Loans

Lender Lender

Lender Lender

Lender
Facility Lender
Agent

Borrower

© 2019 Baker & McKenzie LLP 17

Syndicated Facility
─ A syndicated loan is one that is provided by a group of lenders
─ It is structured, arranged and administered by one or more commercial or
investment banks known as “arrangers”
─ Arrangers are paid a fee by for their services in syndicating the loan and the
magnitude of the fee will reflect the complexity and risk of the loan
─ The credit facility is negotiated with the borrower by the arrangers
─ The arranger then defends the agreement to the potential syndicate
─ If the syndicate is not fully subscribed, lender commitment
might need to be considered by the borrower or reduced
─ Lenders in a syndicated transaction agree to participate in the credit facility on
common terms and conditions and appoint an agent to administer the facility
─ Lenders will not necessarily participate in equal amounts or in the same
tranches of the credit facility

© 2019 Baker & McKenzie LLP 18

Characteristics of Bilateral and Syndicated loans

Bilateral loan Syndicated loan

Single source lends to borrower Several banks act together and lend to
Involves 2 parties: lender and borrower
borrower Usually for larger loans
Usually small term loans and overdraft Club loans are a sub-set of syndicated
facilities loans

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Introduction to Bank Lending
Syndicated Lending:

Liability Issues re: Syndicated Loan:

• each bank is only liable to provide its own proportion of the

syndicated loan credit
• if another bank fails to fund its share of an advance, no other bank
is obliged to make good the shortfall
• once amounts have become due under the loan agreement,
whether by acceleration upon default or otherwise, each bank is
free to make its own decision about enforcement
 However, subject to agreement among the syndicate members
whether to agree to enforce their rights together
• Majority Lenders’ decision to be discussed

© 2019 Baker & McKenzie LLP 20

Introduction to Bank Lending
Syndicated Lending:

Assumptions underlying Syndicated Lending:

• The funding assumption
• The Agent
• The concept of Syndicate democracy
• Pro rata distribution

Two types of Syndication commonly used in the markets:

• Arranger form
• Underwriting form
 Syndication Loan Agreement
 A series of transfers

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Introduction to Bank Lending
Syndicated Lending:

For the Arranger form:

• The members of the syndicate are parties to the syndicated loan
agreement at the date of execution.

For the Underwriting form:

• A single bank is a party to the loan agreement and then sells and
transfers all or part of (i) the loans and/or (ii) its commitments to
make the loan, to other banks.

Roles in a Syndicate:
• Lead Arranger, Facility Agent, Security Agent, Majority Banks,
Syndicate
• A bank can perform two or more roles in a Syndicated lending

© 2019 Baker & McKenzie LLP 22

Introduction to Bank Lending
Syndicated Lending:

The Arranger
Role: The "Arranger" puts together the group of banks who will make
the loans available to the Borrower.

The Agent
Role: A bank will act as Agent for the syndicate banks in the day-to-
day running of the loan facilities.

• This bank is known as the "Agent Bank" or, simply, the "Agent".
• It is usually a member of the Syndicate itself.
• The loan agreement is signed by the Borrower, the banks and the Agent.

© 2019 Baker & McKenzie LLP 23

Introduction to Bank Lending
Syndicated Lending:

The Security Agent

Role: If a syndicated facility is secured, one entity, usually the Agent

Bank again, will hold the security [on trust for OR for and on
behalf of] the whole syndicate and administer it on the
syndicate's behalf as [its fiduciary OR agent] (as the case may
be).

Q: Trust concept under English and Egyptian law?

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Introduction to Bank Lending
Syndicated Lending:

Agent, Security Agent and Arranger:

In many Syndicated facilities, the roles of the Arranger, Agent and

Security Agent are performed by the same bank.

Q: The Agent is an agent of the banks or the borrower or both?

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Introduction to Bank Lending
Syndicated Democracy:

Majority Banks:

The Syndicated loan agreement will contain provisions which

delegate some of the decision-making powers of the Syndicate to a
group of its members, known as a steering committee, or an
instructing group of banks, or most commonly "the majority banks".

Rationale: There are certain important decisions in respect of which

the Agent will be expected to obtain the consent of the banks (e.g. if
an event of default occurs and a decision has to be taken as to
whether the loan should be accelerated or not).

© 2019 Baker & McKenzie LLP 26

Introduction to Bank Lending
Syndicated Democracy:

Definition of Majority Banks:

• Percentage: Typically, a "majority" of banks will be defined as a
group of banks holding more than a specified percentage of the
participations in the facilities. A common provision is that the
majority banks will be those banks holding more than 50% or 66
2/3% of the participations in the facilities made available by all the
banks to the Borrower.
• Number and Percentage: However where the number of banks is
fairly small, one or two big lenders (one of whom may be the
Agent) could hold more than 50% or even 66 2/3% of the total
participations. In these circumstances, it is common to provide
that "Majority Banks" is defined by reference to both total
participations and number of banks.
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Introduction to Bank Lending
Syndicated Lending:

Pro rata Distribution:

• Because banks contribute rateably to the facilities in accordance

with their commitments, they also expect to share rateably in any
amounts due from the Borrower.
• The Syndicated loan agreement will contain "sharing and
redistribution" clauses.
• The basic principle of these clauses is that if an individual bank
gets more than its pro rata share of a payment from the Borrower,
then it must share it on a pro rata basis with the other banks.

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 Club Deal
Borrower needs
$20 million to $150 million

• Two or more financial institutions join together to

• Borrower or the equity sponsor generally provide the loans under the credit facility
premarkets to a discrete group of lenders • Might be one agreement or multiple
with whom there is an existing relationship agreements and tranches of debt with each
or lenders that are eager to establish a having a separate agent
relationship with the borrower or sponsor • Likely a single facility having one agent and
• Sometimes the club is formed as a result of the agent will be a first among equals
competing proposals from lenders and the • Typically each lender shares pro rata in the
composite terms are engineered by the fees
borrower or sponsor to be the favorable • Agent for the facility will receive a separate
terms from each lender fee for acting as agent

© 2019 Baker & McKenzie LLP

 Best Efforts Syndication

Borrower needs $300 million

Arranger / Lead Lender Arranger undertakes on a best effort

commits basis to attempt to syndicate the
$50 million remaining $250 million to other lenders in
the market place

What happens if the syndication does not fully subscribe the loans?
• Borrower would not have sufficient funds to proceed with a potential transaction
• Under a best efforts commitment, the Arranger can cancel the issue if the syndicate does not achieve
the agreed upon conditions
• The conditions are generally referred to as a “successful syndication”
• Successful Syndication here likely defined as the Arranger holds no more than $50 million

© 2019 Baker & McKenzie LLP

 Firm Commitment Syndication

Borrower needs $300 million

Arranger / Lead Lender Arranger wants to syndicate the

commits $300 million remaining $250 million to other lenders in
and wants to syndicate the market place.
$250 million.

What happens if the syndication does not fully subscribe the loans?
• Arranger has underwritten the loans, would be required to fund the loans and
would be in a long position – holding more debt than they wanted to invest
• Arranger could bring in co-underwriters to share the syndication risk
• Arranger would want modify the deal to clear the market
• Under a firm commitment, the Arranger will undoubtedly have retained the right to keep the
syndication process open post close until a Successful Syndiction is achieved
• Successful Syndication would likely be defined as the Arranger holds no more than $50 million.
• Borrower should also impose a date certain as the end of the syndication period
© 2019 Baker & McKenzie LLP
 Why Sell a Participation in a Syndicated Loan?

A lender under a syndicated loan may decide to sell its commitment in a

facility for one or more of the following reasons

Realizing Capital Risk/Portfolio Management

If the loan is a long-term facility, a lender may A lender may consider that its loan portfolio is
need to sell its share of the commitment to realize weighted with too much emphasis on a particular
capital or take advantage of new lending type of borrower or loan or may wish to alter the
opportunities. yield dynamics of its loan portfolio. By selling its
commitment in this loan, it may lend elsewhere,
thus diversifying its portfolio.

Regulatory Capital Requirements Crystallize a loss

A bank's ability to lend is subject to both internal The lender might decide to sell its commitment if
and external requirements to retain a certain the borrower runs into difficulties - specialists
percentage of its capital as cover for its existing dealing in distressed debts provide a market for
loan obligations. These are known as "Regulatory such loans.
Capital Requirements"

© 2019 Baker & McKenzie LLP

Advantages and Disadvantages of Syndicated Loans

Advantages Disadvantages
Larger loan amount More complex documentation
Lower interest rates More substantial fees
Easier to borrow in different currencies Less flexibility to negotiate

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Borrower Considerations in Syndication
Positive Negative

Syndication means pool of potential funds Fees and cost of Arranger / Underwriter
and source is much larger. This maximizes and fees paid to other lenders
the borrower’s chance of meeting its
financial needs
Syndication may simplify the borrowing No control over the composition of the
process in the sense that there is one lender group – will likely include hedge
negotiation and agreement funds or other non-bank institutions
May be more effective in enabling the Subscription level of the syndicated facility
borrower to borrow in different currencies • If the loan is over-subscribed, the commitments
will need to be reduced between the lenders
• If the loan is significantly under-subscribed, the
total loan amount may be reduced (or
withdrawn altogether)

Interest rates are frequently lower than

interest rates on bilateral loans
© 2019 Baker & McKenzie LLP
Bilateral versus Club versus Syndicated Loans
Bilateral Club Syndicated

Number of 1 Small group – approx. 2-7 Underwritten by group of

lenders lenders who look to sell part
of their participations

Fees No agency, arrangement, Arrangement, agency, security Underwriting fees too,

underwriting fees agency and possibly more

Lender/Borrower One lender – usually strong A small group of (usually) Syndicate may include
Relationship relationship “relationship” banks – Majority lenders borrower does not
Lender decisions for most know – Majority Lender
things decisions for most things

Transfers Limited Limited Greater transferability

Who to call? Lender Agent Agent

© 2019 Baker & McKenzie LLP

Term Loan vs Revolving Loan
Types of facility:

The most common types of facilities are:

 term loan facilities
 revolving credit facilities
 short term loan
 letter of credit
 letter of guarantee
 others
 overdraft facilities

Q: Any difference among the above?

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Term Loan
Term Loan Facility

What is term loan facility?

A term loan facility means that a specified amount of loan capital is
made available to the Borrower for a fixed length of time, known as a
"term".
Repayment of Term Loan:
 according to an "amortization" schedule, which operates during the term of
the loan and provides for:
 "balloon" repayments, where the final installment is bigger than the
previous, equal or increasing installments; or
 repayment in equal amounts at regular intervals over the term of the
loan, usually with a “grace period" at the beginning of the loan; or

 by a single (or "bullet") repayment at the end of the term.

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Term Loan
Why Use a Term Loan?

• Flexible
• Medium/long/short-term financing
• Predetermined payment schedule
• Often used to acquire fixed assets, a business or to
assist in the establishment of a new business
• Project financing?

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Revolving loan
Revolving Facility

What is revolving facility?

A revolving facility makes available a specified amount of credit

facilities by way of short term advances which the Borrower can
drawdown, repay and then drawdown again, subject to an overall
limit on the amount of the facility.

In this way the credit is said to "revolve".

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Revolving loan
Revolving Facility

Repayment of revolving facility:

• each short term advance must be repaid at the end of that term;

• but if the Borrower has given notice of its intention to drawdown a new
advance, then (if the conditions for drawdown are satisfied) the amount
due to be repaid will be automatically applied by the bank against the
amount which it is due to advance.

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Revolving loan
Why Use a Revolving Facility?

• Maximum flexibility
• Longer availability period

Q: What about other types of facilities (e.g. letter of credit or letter of

guarantee)?

Overdraft Facility

An overdraft facility is a line of credit made available by a bank to its

customers through the ordinary use of the customer's current
account.

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Secured or unsecured?

 Whether the lenders require security

depends on the strength of the credit
of the borrower
 Rarely given by “investment grade”
borrowers
 Security
 confers a proprietary or personal
interest on the lenders
 becomes available to them on the
borrower’s default
 thus they are generally repaid
before an insolvent or bankrupt
company’s unsecured creditors
 Guarantees: confer personal rights
against third parties

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Secured or unsecured?
Secured Loan: Is a loan advanced by lenders and guaranteed by the a
security interest. The security provided is vital to the decision of the lenders
to enter into the loan agreement.

Unsecured loan: Is a loan advanced by lenders and not guaranteed by

any security interest. In this case the lenders are confident in the financial
strength of the borrower or the source of repayment. As such, no security is
provided in this case.

Subordination: means “placement in a lower class, rank, or position”.

Subordination in finance: a subordinated financing is ranked behind
that held by secured lenders in terms of the order in which the debt is
repaid. "Subordinate" financing implies that the debt ranks behind the first
secured lender, and means that the secured lenders will be paid back
before subordinate debt holders.

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Structure 1 (Unsecured)

Creditor Creditor Creditor

owed £100 owed £100 owed £100

Borrower
£150

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Structure 1 (Unsecured): How much does each Creditor
get?

Creditor Creditor Creditor

received £50 received £50 received £50

Borrower
£150

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Structure 1 (Unsecured): How much does each Creditor
get?

Senior Creditor Subordinated Creditor Subordinated Creditor

receives £100 receives £25 receives £25

Borrower
£150

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Structure 2 (Secured): How much does each Creditor
get?

Secured Creditor
Unsecured Creditor Unsecured Creditor
receives £100 from the
receives £75 receives £75
secured asset

Borrower
£150

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Structure 2 (Secured): How much does each Creditor
get?

Secured Creditor
Senior Creditor Subordinated Creditor
receives £100 from the
receives £100 receives £50
secured asset

Borrower
£150

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Structure 2 (Secured)

£
Parent
Creditor
Company

Security & Guarantee

Subsidiary Third Party

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Structure 2 (Secured)

£
Parent
Creditor
Company

Security & Guarantee

Subsidiary Third Party

Creditor Creditor Creditor Creditor

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Structure 2 (Secured): What if Sub goes bankrupt?

£
Parent
Creditor
Company

Security & Guarantee

Subsidiary Third Party

Creditor Creditor Creditor Creditor

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Risks in case of bankruptcy

Shareholder

Unsecured lenders

Secured lenders

Risk

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How does a secured facility work
The Security interest depends on
the type of the facility.

Facility: Security
Term loan commercial Q1: A manufacturing company is
Overdraft mortgage obtaining a facility from a bank.
real estate What kind of security would the
Revolving bank require?
facility mortgage
share
pledge Q2: Does certain types of facilities
require certain types of security
packages?

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The mechanics of a loan agreement
 Conditions precedent: No loans
unless the borrower satisfies
these
 Repayment terms:
 Term loans: repayment in
instalments or a single
amount. May not be re-drawn
 Revolving loans: may be
repaid and re-drawn. Useful
for smoothing a borrower’s
“lumpy” cash-flow
 Payments:
 Principal
 Interest: the rate varies
according to the risk
 Fees: an important element
of the lenders’ profit

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Interest
Interbank Lending:

Rate of interest in Loan Agreement:

• Fixed interest rate; and

• Floating interest rate.

Floating rate loan finance is a form of financial intermediary lending,

whereby short-term deposits taken in the interbank market, are
transformed into loan finance in the private sector.

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Interest

 Floating rate interest =

 a benchmark rate (e.g.LIBOR,
EURIBOR), plus
 the “margin”: an additional rate
representing the lenders’ profit
 The benchmark rate fluctuates
periodically during the life of the loan,
according to the monetary policy and
economic condition of the country of
the currency concerned
 LIBOR is available for USD, GBP,
EUR, JPY and CHF
 CORRIDOR is available for EGP
 Other benchmark rates apply to single
currencies only
 Fixed rates may also be available

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Interest
Interbank Lending:

Assumption of Interbank Funding

Funding assumption: Loan agreements for large commercial loans
are drafted on the assumption that the bank(s) will fund their lending
by matching loans from the interbank market regardless of whether
they actually do so.

Q: What is “interbank market”? and Where is it?

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Interest
Interbank Lending:

Borrower's rate of interest from Interbank Funding:

A borrower of a large commercial loan will pay a rate of interest which
is made up of the following two percentage rates:
• LIBOR in case of USD (i.e. the cost of borrowing the loan in the
London interbank market); and
• the profit margin on the loan

Note: LIBOR is the rate of interest which a prime bank will demand on
deposits it is offering to other banks in the London interbank market.

Q: Any other rate of interest in the market?

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The secondary market

 The primary market: new credit agreements

documenting new lender/borrower
relationships

 The secondary market: enables lenders to

trade their “participations” in existing loans

 An increasingly liquid market

 Usually only syndicated loans are traded.

Club and bilateral loans generally contain
strict limitations on transfers by existing
lenders to new lenders

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How Payment Works? Principal vs Interest

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Loan agreements – more mechanics

 The core of the agreement comprises:

 Representations and warranties:
statements about the borrower’s current
condition, e.g. that its accounts are
accurate. May be repeated at intervals.
 Undertakings: about how the borrower
will conduct itself in the future. May be
positive (e.g. when it will supply copies of
its accounts) or negative (e.g. that it will
not grant security over its assets to
anyone other than the borrower).
 Events of Default: the Armageddon
clause. If any of these things happens
the lender may “accelerate” the loan.
Typically they include breaches of
undertaking and insolvency of the
borrower

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Loan agreements – the “boilerplate”
 Refers to what is sometimes regarded
as standard and unimportant language
not worth the effort of negotiating
 But this is not always the case. The
“boilerplate” deals with some important
matters, e.g:
 how new lenders may be
substituted for existing ones
 the costs and expenses that the
borrower must pay
 the role of the Agent and the
Arranger
 the lenders’ relationship with each
other
 how the agreement may be
amended

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 Any Questions?

© 2019 Baker & McKenzie LLP

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