News & Analysis as of

Lenders Contract Terms

Poyner Spruill LLP

Enemy of a Lender: Ambiguity in Loan Documents

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Loan document terms are ambiguous when they are reasonably capable of being interpreted in more than one manner. Contract law often provides that an ambiguous term in a loan document is interpreted against the drafting party....more

Nelson Mullins Riley & Scarborough LLP

The Cost of An Early Payday: Lessons from Tatis Jr.'s Advance Financing Agreement

In professional sports, financial windfalls often come after years of uncertainty and risk. Fernando Tatis Jr., the San Diego Padres right fielder, provides a striking example. Early in his minor league career, he accepted a...more

Blake, Cassels & Graydon LLP

Joint Ventures: Financing Considerations and Potential Pitfalls

If you are an investor, developer or lender in a joint venture that is proposing to finance the property that is the subject of the joint venture, it is important to protect your interests by considering how to address a...more

Latham & Watkins LLP

Can Lenders Stay in the Driver’s Seat? The Enforceability of Make-Whole Premiums in Bankruptcy

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Borrowers and lenders must both be aware of the risks relating to uncertainty regarding make-whole premiums in bankruptcy. The enforceability of “make-whole” premiums in bankruptcy has become a hotly contested issue in...more

Hudson Cook, LLP

Not All Third Parties Are Created Equal

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Motor vehicle purchase and finance transactions are rarely simple, even if they're routine from the perspective of the businesses involved. The typical motor vehicle retail installment transaction features the buyer, the...more

Cadwalader, Wickersham & Taft LLP

Quarter End Fireworks, June 2025 - Letter of Credit Refresher

Many subscription credit facilities will provide for the issuance of letters of credit in addition to the funding of loans. A letter of credit is an irrevocable undertaking for the payment of money issued by a bank at the...more

Goulston & Storrs PC

Rethinking Liability Management in Club Deals and Direct Lending: Lessons from the Fifth Circuit’s Serta Ruling and Beyond

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On December 31, 2024, the Fifth Circuit Court of Appeals (the “Court”) struck down the controversial 2020 “uptier transaction” executed by Serta Simmons Bedding (“Serta”). The Serta case and several other state court and...more

Cadwalader, Wickersham & Taft LLP

Debt by Design, June 2025 - Permitted Indebtedness

Before a subscription lender can enter into a subscription credit facility with a fund, the subscription lender will need to review the limited partnership agreement (“LPA”) of such fund to confirm the LPA allows for...more

DLA Piper

The SBA Franchise Directory is Back

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The US Small Business Administration (SBA) has reinstated its SBA Franchise Directory after a two-year hiatus. Widely hailed as a valuable resource by stakeholders, the SBA Franchise Directory is a list of franchisors...more

Sheppard Mullin Richter & Hampton LLP

Texas Supreme Court Issues New Interpretation of Texas Usury Law

On May 23, the Texas Supreme Court issued an opinion holding that in determining whether a commercial loan is usurious under Texas state law, the “actuarial method” must be employed. This requires the applicable amount of...more

Adams & Reese

Top Five Things to Know About Borrowing Money for Gulf State Energy Financing

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Oil and gas companies operating in the Gulf States frequently access financing to support their operations and exploration. The transactions involve unique legal complexities due to the nature of the industry and assets...more

Proskauer Rose LLP

Private Credit Deep Dives – What to do following an Event of Default in a consensual setting (Europe)

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Over the past year, we have seen a significant increase in Events of Default (each, an “EoD”) arising from financial underperformance. This trend is largely driven by the high interest rate and inflationary environment, with...more

Cadwalader, Wickersham & Taft LLP

From Big Ben to the Big Apple, June 2025 - Westminster Meets Wall Street: U.S. Law Considerations in English Law Facilities...

Fund finance is and always has been by nature a cross border enterprise. While there are a number of lenders that we represent in the United States that lend to funds exclusively organized in the U.S.– typically in Delaware –...more

White & Case LLP

Stop right there – intercreditor standstills that grind to a halt

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Standstill periods in private credit intercreditor agreements don't get much attention – they exist to allow senior lenders time to take enforcement action before super senior lenders can step in. But if you're not careful,...more

Mayer Brown

Advantages of Express LPA Third-Party Beneficiary Provisions for Subscription Credit Facility Lenders

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An express third-party beneficiary provision running in favor of a lender in a fund’s limited partnership agreement (an “LPA”) is helpful for subscription credit facilities. It bolsters the rights and remedies of a...more

Mayer Brown

Serta and Mitel: The Latest Major Court Decisions on Uptier Transactions

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Summary: On December 31, 2024, two major appellate court decisions addressed the legality of uptier financing transactions—one involving Serta Simmons Bedding (“Serta”) and the other Mitel Networks Corporation (“Mitel”). Both...more

Orrick, Herrington & Sutcliffe LLP

Texas Supreme Court answers Fifth Circuit’s question on loans in ruling

On May 23, the Supreme Court of Texas ruled that the maximum permissible interest on a loan must be calculated using the declining principal balance rather than the initial total principal amount. This decision was in...more

Cadwalader, Wickersham & Taft LLP

The FoHF Financing Playbook, May 2025 - EU Jurisdictional-Clause Gymnastics – The Enforceability of Asymmetric Jurisdiction...

A recent decision of the Court of Justice of the European Union (the EU’s highest court) has clarified some of its views on ‘asymmetric jurisdiction clauses’. An asymmetric jurisdiction clause is one that allows one party...more

White & Case LLP

Key Insights from the LSTA and DealCatalyst 4th Annual Private Credit Industry Conference on Direct Lending

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On May 12 and 13 2025, the Loan Syndications and Trading Associations held its fourth annual private credit industry conference in Nashville, Tennessee—the speakers of which included industry professionals from direct lending...more

Jones Day

Chapter 11 Filing Without Consent of Independent Director Dismissed as Unauthorized

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Courts disagree over whether provisions in a borrower's organizational documents or loan agreements designed to restrict or prevent the borrower from filing for bankruptcy are enforceable as a matter of federal public policy...more

BCLP

Third Party Rights - Welcome Guidance from the High Court

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There is a “a dearth of case law” on s1(1) of the Contracts (Rights of Third Parties) Act 1999 (Act), as observed by Lenon KC, the judge in the case of HNW Lending Ltd v Lawrence [2025] EWHC 908 (Ch). Whilst an accurate...more

A&O Shearman

Third parties without benefits

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Commercial contracts frequently exclude the ability of third parties to enforce contractual rights under the Contract (Rights of Third Parties) Act 1999. But, if the parties provide in general terms that a third party can...more

Mandelbaum Barrett PC

Spotlight on Hotel Comfort Letters

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A hotel comfort letter is a document issued by a hotel franchisor to a lender when a hotel owner (the borrower) seeks financing. It provides the lender with assurances about the relationship between the franchisor, borrower,...more

WilmerHale

Serta’s (Un)Surprising Take on Equitable Mootness

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In its New Year’s Eve decision in Serta Simmons Bedding, the Fifth Circuit underscored the importance of drafting debt documents with clarity and precision and cautioned against borrowers’ reliance on ambiguous language to...more

Cadwalader, Wickersham & Taft LLP

Key Person, Key Risk, May 2025 - A Key Person Will Never Walk Alone . . .

For those that are not aware, Liverpool Football Club have now officially won their record equalling 20th English league football title. For the benefit of non-fans of association football or soccer (“soccer” of course...more

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