Lending & Secured Finance 2020 - Latham & Watkins

Lending & Secured Finance 2020A practical cross-border insight into lending and secured finance

Eighth Edition

Featuring contributions from:Allen & Overy LLP

Anderson Mori & Tomotsune

Asia Pacific Loan Market Association

Astrea

Baker & McKenzie LLP

Bravo da Costa, Saraiva – Sociedade de Advogados

Cadwalader, Wickersham & Taft LLP

Carey

Carey Olsen Jersey LLP

Cleary Gottlieb Steen & Hamilton LLP

Cordero & Cordero Abogados

Criales & Urcullo

Cuatrecasas

Davis Polk & Wardwell LLP

Debevoise & Plimpton LLP

Dechert LLP

Dillon Eustace

Drew & Napier LLC

E & G Economides LLC

Fellner Wratzfeld & Partners

Freshfields Bruckhaus Deringer LLP

Fried, Frank, Harris, Shriver & Jacobson LLP

Holland & Knight

HSBC

Jadek & Pensa

Latham & Watkins LLP

Laurence Khupe Attorneys (inc. Kelobang Godisang Attorneys)

Law firm Trpenoski

Lee and Li, Attorneys-at-Law

Loan Market Association

Loan Syndications and Trading Association

Loyens & Loeff Luxembourg S.à r.l.

Macesic & Partners LLC

Maples Group

McMillan LLP

Milbank LLP

Morgan, Lewis & Bockius LLP

Morrison & Foerster LLP

Nielsen Nørager Law Firm LLP

O’Melveny & Myers LLP

Orrick, Herrington & Sutcliffe LLP

Pestalozzi Attorneys at Law Ltd

PLMJ Advogados, SP RL

Proskauer Rose LLP

Rodner, Martínez & Asociados

Sardelas Petsa Law Firm

Seward & Kissel LLP

Shearman & Sterling LLP

Skadden, Arps, Slate, Meagher & Flom LLP

SZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH

TTA – Sociedade de Advogados

Veirano Advogados

Wakefield Quin Limited

Walalangi & Partners (in association with Nishimura & Asahi)

White & Case LLP

Table of Contents

Expert Chapters

17

140

22

35

47

70

81

88

102

116

124

An Introduction to Legal Risk and Structuring Cross-Border Lending TransactionsThomas Mellor & Marcus Marsh, Morgan, Lewis & Bockius LLP

Countdown to 2021: The End of LIBOR and the Rise of SOFRKalyan (“Kal”) Das & Y. Daphne Coelho-Adam, Seward & Kissel LLP

Global Trends in Leveraged LendingJoshua Thompson & Korey Fevzi, Shearman & Sterling LLP

Commercial Lending 2020Bill Satchell & Elizabeth Leckie, Allen & Overy LLP

A Comparative Overview of Transatlantic Intercreditor AgreementsLauren Hanrahan & Suhrud Mehta, Milbank LLP

The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and ForecastsMichael C. Mascia & Wesley A. Misson, Cadwalader, Wickersham & Taft LLP

The Continued Prevalence of European Covenant LiteJames Chesterman, Jane Summers, Daniel Seale & Karan Chopra, Latham & Watkins LLP

Liability Management: Exploring the Practitioner’s ToolboxScott B. Selinger & Ryan T. Rafferty, Debevoise & Plimpton LLP

Driving Innovation: New Opportunities for Law Firms to Partner with Global Clients in Cross-Border ProjectsHanno Erwes & Tracy Springer, HSBC

2020: Financing Private Equity Transactions in a New DecadeScott M. Zimmerman & Lindsay Flora, Dechert LLP

Acquisition Finance in Latin America: Navigating Diverse Legal Complexities in the RegionSabrena Silver & Anna Andreeva, White & Case LLP

31

41

54

73

85

93

109

120

132

The Continuing Evolution of the Direct Lending MarketMeyer C. Dworkin, David Hahn, Scott M. Herrig & Sarah Hylton, Davis Polk & Wardwell LLP

Acquisition Financing in the United States: Continuing as is in 2020?Geoffrey R. Peck & Mark S. Wojciechowski, Morrison & Foerster LLP

A Comparison of Key Provisions in U.S. and European Leveraged Loan AgreementsSarah M. Ward & Mark L. Darley, Skadden, Arps, Slate, Meagher & Flom LLP

Recent Developments in U.S. Term Loan BDenise Ryan & Kyle Lakin, Freshfields Bruckhaus Deringer LLP

An Introduction to Anti-Net Short Provisions in Syndicated LoansTodd Koretzky, Allen & Overy LLP

Analysis and Update on the Continuing Evolution of Terms in Private Credit TransactionsSandra Lee Montgomery & Michelle L. Iodice, Proskauer Rose LLP

Trade Finance on the Blockchain: 2020 UpdateJosias Dewey, Holland & Knight

An Overview of Debtor in Possession FinancingJulian S.H. Chung & Gary L. Kaplan, Fried, Frank, Harris, Shriver & Jacobson LLP

Developments in Midstream Oil and Gas Finance in the United StatesElena Maria Millerman, Christopher Richardson & Ariel Oseasohn, White & Case LLP

Editorial Chapters

1

7

14

Loan Syndications and Trading: An Overview of the Syndicated Loan MarketBridget Marsh & Tess Virmani, Loan Syndications and Trading Association

Loan Market Association – An OverviewNigel Houghton & Hannah Vanstone, Loan Market Association

Asia Pacific Loan Market Association – An OverviewAndrew Ferguson & Rosamund Barker, Asia Pacific Loan Market Association

Table of Contents

Expert Chapters Continued

Q&A Chapters

145

154

Sustainability Finance – Recent Growth and DevelopmentJai S. Khanna & José A. Morán, Baker & McKenzie LLP

The Section 363 Sale & Acquisition Financing Process: Key Considerations from a Buyer’s PerspectiveLisa M. Schweitzer, Margaret S. Peponis, Katherine R. Reaves & Ashley A. Kerr, Cleary Gottlieb Steen & Hamilton LLP

150

159

2020 Private Credit Overview and Update: Financing the Middle MarketJeff Norton, Sung Pak, John J. Rapisardi & Joseph Zujkowski, O’Melveny & Myers LLP

Cross-Border Derivatives for Project Finance in Latin AmericaFelicity Caramanna, Credit Agricole Corporate and Investment Bank

163 AngolaBravo da Costa, Saraiva – Sociedade de Advogados / PLMJ: João Bravo da Costa & Joana Marques dos Reis

170 AustriaFellner Wratzfeld & Partners: Markus Fellner & Florian Kranebitter

277 DenmarkNielsen Nørager Law Firm LLP: Thomas Melchior Fischer & Brian Jørgensen

285 EnglandAllen & Overy LLP: Oleg Khomenko & Jane Glancy

181 BelgiumAstrea: Dieter Veestraeten

188 BermudaWakefield Quin Limited: Erik L Gotfredsen & Jemima Fearnside

196 BoliviaCriales & Urcullo: Andrea Mariah Urcullo Pereira & Daniel Mariaca Álvarez

203 BotswanaLaurence Khupe Attorneys (inc. Kelobang Godisang Attorneys): Wandipa T. Kelobang, Monica Gamu Makhala & Baboloki Mathware

210 BrazilVeirano Advogados: Lior Pinsky, Ana Carolina Barretto & Amanda Leal

218 British Virgin IslandsMaples Group: Michael Gagie & Matthew Gilbert

226 CanadaMcMillan LLP: Jeff Rogers & Don Waters

236 Cayman IslandsMaples Group: Tina Meigh & Lucy Sleep

244

260

ChileCarey: Diego Peralta, Fernando Noriega & Diego Lasagna

CroatiaMacesic & Partners LLC: Ivana Manovelo

252 Costa RicaCordero & Cordero Abogados: Hernán Cordero Maduro & Ricardo Cordero B.

295 FranceOrrick Herrington & Sutcliffe LLP: Emmanuel Ringeval

306 GermanySZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH: Dr. Dietrich F. R. Stiller, Dr. Andreas Herr & Dr. Michael Maxim Cohen

315 GreeceSardelas Petsa Law Firm: Konstantina (Nantia) Kalogiannidi & Vasiliki Liappi

323 IndonesiaWalalangi & Partners (in association with Nishimura & Asahi): Hans Adiputra Kurniawan, Anggarara C. Pratiwi Hamami & Ophelia Novka Kusuma Asri

330 IrelandDillon Eustace: Conor Keaveny, Jamie Ensor & Richard Lacken

340 ItalyAllen & Overy Studio Legale Associato: Stefano Sennhauser & Alessandra Pirozzolo

349 JapanAnderson Mori & Tomotsune: Taro Awataguchi & Yuki Kohmaru

358 JerseyCarey Olsen Jersey LLP: Robin Smith & Laura McConnell

368 LuxembourgLoyens & Loeff Luxembourg S.à r.l.: Antoine Fortier Grethen

376 MozambiqueTTA – Sociedade de Advogados / PLMJ: Gonçalo dos Reis Martins & Nuno Morgado Pereira

268 CyprusE & G Economides LLC: George Economides & Virginia Adamidou

384 NetherlandsFreshfields Bruckhaus Deringer LLP: Mandeep Lotay & Tim Elkerbout

398

392 North MacedoniaLaw firm Trpenoski: Natasha Trpenoska Trencevska & Bojana Paneva

PortugalPLMJ Advogados, SP RL: Gonçalo dos Reis Martins

Table of Contents

Q&A Chapters Continued

414

405 RussiaMorgan, Lewis & Bockius LLP: Grigory Marinichev & Alexey Chertov

434

SingaporeDrew & Napier LLC: Pauline Chong, Renu Menon, Blossom Hing & Ong Ken Loon

424 SloveniaJadek & Pensa: Andraž Jadek & Žiga Urankar

South AfricaAllen & Overy (South Africa) LLP: Lionel Shawe

444 SpainCuatrecasas: Héctor Bros & Manuel Follía

455 SwedenWhite & Case LLP: Carl Hugo Parment & Magnus Wennerhorn

462 SwitzerlandPestalozzi Attorneys at Law Ltd: Oliver Widmer & Urs Klöti

471

495

TaiwanLee and Li, Attorneys-at-Law: Hsin-Lan Hsu & Odin Hsu

USAMorgan, Lewis & Bockius LLP: Thomas Mellor & Rick Eisenbiegler

480 United Arab EmiratesMorgan, Lewis & Bockius LLP: Victoria Mesquita Wlazlo & Tomisin Mosuro

507 VenezuelaRodner, Martínez & Asociados: Jaime Martínez Estévez

Lending & Secured Finance 2020

Chapter 13 81

Latham & Watkins LLP

The Continued Prevalence of European Covenant Lite

Daniel Seale Karan Chopra

James Chesterman Jane Summers

of permitted cures – most commonly limited to two quarters in any period of four consecutive quarters and a total of five cures over the life of the loan. Another interesting development in relation to equity cures in European cov-lite loans is the ability to prepay the revolving facility below the springing threshold within the time period a debt or EBITDA cure could be made following testing of the financial covenant (such that it is deemed not to be tested rather than actually curing the breach).

DocumentationIn the past there was a “battle of the forms” in relation to documenting European covenant-lite loans, with the first cov-lite loans emerging in Europe in 2013 being documented under New York law. The next generation were governed by LMA-based credit agreements, stripped of most financial cove-nants and otherwise modified in certain respects to reflect terms that were based on looser US practice at the time. We now have LMA-based loan agreements that, in addition to the absence of financial covenants for the term loan, adopt more wholesale changes based on US market practice, primarily in that they introduce leverage or coverage-based incurrence style ratio baskets rather than what in prior periods were regarded as “traditional” loan market baskets fixed at a capped amount. A more dramatic departure from US practice is the approach that has caught on in Europe to base the reporting requirements, affirmative covenants, negative covenants, and events of default on high-yield bond-style terms, and which are tacked onto the English law-governed secured facilities agreement as sched-ules interpreted under New York law (much like the format of a super senior revolving facility).

A number of the other features of current cov-lite European leveraged loans are considered below.

Increased Debt BasketsLimitations on borrowings often have US-style characteris-tics, so rather than a traditional debt basket with a fixed capped amount, we now see permitted debt limited solely by a net leverage or secured leverage test with a fixed capped (“freebie”) basket alongside (with that basket often being a soft “grower” basket). Occasionally, unsecured debt is permitted up to a 2× interest coverage test (a concept imported from the high-yield bond market). This debt can be raised through an incremental “accordion” feature or separate “sidecar” financings. European cov-lite loans may also permit acquired or acquisition debt subject to a “no worse than” test in terms of the leverage ratio of the group pro forma for the acquisition and incurrence of such debt (although this has seen investor pushback in certain trans-actions). This style of covenant leads to far greater flexibility

In 2019, global sponsors and their advisers continued the trend of successfully exporting their experiences from financing transactions in the US leveraged loan and global bond markets to the European leveraged loan market. Momentum behind the continued adoption of US covenant-lite and bond market terms into European loans remains strong as there is now a significant source of European “cov-lite” precedents to such an extent that cov-lite loans are now considered customary for European lever-aged finance syndicated loan transactions (not, to date, in direct lending transactions) and will likely continue to be so considered in the absence of a market correction. Investors were, however, more successful on pushing back on certain pricing and docu-mentation terms during 2019. The use of terms that originally were designed for high-yield bonds augurs for consideration of a number of documentation issues.

Covenant-lite LoansIn a covenant-lite loan, typically there is a single financial cove-nant and it is solely for the benefit of the lenders under the revolving credit facility with no financial maintenance covenant for the term lenders. The covenant benefitting the revolving lenders almost always is a “springing” covenant, i.e., tested only if the revolver is drawn as of the end of a fiscal quarter (often first tested from the second or third complete quarter after the closing date) and such usage exceeds a certain percentage of the revolving facility commitments (often 35–40%) with the applicable levels set with significant EBITDA “cushion” or “headroom” (from financing EBITDA included in the base case model) of around 30% or more, and with no step downs. The type of drawings that are included in the calculation of the trigger is also narrowing to exclude all ancillary facili-ties and letters of credit, amounts utilised to fund fees, costs and expenses and flex at closing. In certain deals, cash and cash equivalent investments are deducted from the amount of revolving facility commitments that are drawn at the relevant testing date (with cash, unlike in an LMA-based credit agree-ment, not being defined).

Associated provisions customary in US covenant-lite struc-tures are regularly being adopted in Europe. For example, the US-style equity cure, with cure amounts being added to EBITDA and no requirement for debt pay-down, has been accepted on cov-lite deals in Europe for quite some time. Interestingly, the European market generally permits over-cures, whereas the US market limits cure amounts to the maximum amount needed to ensure covenant compliance. Another divergence between European cov-lite loans and US covenant-lite loans is the prev-alence of deemed cures in European cov-lite loans, which are rarely if ever seen in US covenant-lite loans. It is, however, common in both the US and Europe to have a cap on the number

© Published and reproduced with kind permission by Global Legal Group Ltd, London

82 The Continued Prevalence of European Covenant Lite


■ “PermittedDisposals”similarlytrendingtowardsahigh-yield formulation that does not impose a cap and has varying requirements for reinvestment/prepayment and cash consideration.

■ Guarantor coverage ratios are trending towards anEBITDA test only (at 80–85%).

■ Changeofcontrolmandatoryprepaymentbeingadjustedto allow individual lenders to waive repayment (becoming effectively a put right).

■ Increaseduseofgeneral“baskets”(asdistinctfromandinaddition to ratio-based incurrence tests) with a soft dollar cap that increases as total assets or EBITDA grows.

■ Provisions that state that if FX rates result in a basketbeing exceeded, this will not in and of itself constitute a breach of the debt covenant (or other limitation).

■ Use of the concept of a “RestrictedGroup” and abilityto designate subsidiaries as “Unrestricted” and therefore outside the representations and covenants.

■ EBITDA addbacks (as used in financial ratios fordebt incurrence purposes) that are uncapped or more commonly, capped per individual action rather than per relevant period. It is now unusual to see any third party verification of addbacks and realisation periods can extend to 24 or 36 months in certain deals.

■ AnincreasingtrendforMajorityLenderstobesetat50%rather than the traditional European percentage of 66⅔% (sometimes with the lower percentage used for consents and the higher percentage for acceleration rights).

■ Greaterrestrictionsontransferstocompetitorsand“loanto own” funds, with more limited default fall aways (e.g. payment and insolvency only).

■ Theinclusionofa“coveredjurisdiction”conceptwherebyguarantees and security will only be given in a pre-de-fined list of jurisdictions (as opposed to all jurisdictions other than those which the agreed security principles will exclude).

■ A more limited security package consisting of materialbank accounts, shares in Material Subsidiaries and intra-group receivables in respect of proceeds loans.

While anti-net short provisions (limiting the voting rights of lenders that hold a net short position in respect of the relevant credit) have begun to emerge in the US syndicated loan market, such feature has not yet appeared in European cov-lite deals.

Economic AdjustmentsEconomic adjustments such as a 101% (or 100.50%) soft call for six or 12 months, a EURIBOR or LIBOR floor, and nominal (0.25%) quarterly amortisation are also often introduced to make loans more familiar to US loan market participants. Other relevant considerations for a US syndication in respect of a European credit include all asset security (which is typi-cally expected in the US), whether a disqualified list in respect of transfers will be used instead of a more European approved list concept and the inclusion of a US co-borrower in the structure.

Structural Consequences – the Intercreditor Agreement RevisitedAdopting products from other jurisdictions brings with it the risk of unintended consequences. US terms and market prac-tice have developed over decades against a background of the US bankruptcy rules and US principles of commercial law. The wholesale adoption of US terms without adjustment to fit Europe’s multiple jurisdictions can lead to a number of unin-tended consequences.

for a borrower to raise additional debt as pari secured, junior secured, unsecured or subordinated loans or bonds (often with no parameters as to where the debt can be incurred within the group). In some financings, reclassification is permitted so that the “freebie” basket can be used if the ratio basket is unavail-able, and then subsequently moved into the ratio basket once the ratio is met, thus freeing up the “freebie” basket. The net effect of these provisions is to allow borrowers to continually re-lever up to closing leverage plus the amount of the “freebie” basket, which itself often allows for up to another turn of leverage to be incurred. The MFN protection relating to new incremental loans continues to be a focus of negotiation, both as to sunsets (after six or 12 months – unlike the US cov-lite loan market where sunsets continue to be more common), carve outs of certain debt baskets (acquired and acquisition debt and the freebie basket) and whether it applies to side cars. Other more recent areas of focus from investors have been the inclusion of a non-guarantor debt cap and whether revolving facility drawings are excluded from ratio testing (the latter point still being in a small minority of deals in Europe despite being quite common in the US).

Builder BasketsAnother durable trend from the US cov-lite loan market (which is a long-standing feature of the high-yield bond market) that has been adopted in European loan deals is a “restricted payments builder basket” (the so-called “Available Amount”), where the borrower is given “credit” as certain items “build up” to create dividend capacity, starting with the borrower’s retained portion of excess cashflow (“ECF”), IPO and other equity proceeds, unswept asset sale proceeds and (perhaps most aggressively) permitted indebtedness, usually subject to a net leverage ratio governor as a condition to usage. Typically there is no limit to distributions (or the source of financing such distribution) if a certain leverage ratio test is met. An even more aggressive variant based more closely on the high-yield bond formulation that has become commonplace credits a percentage of consol-idated net income (“CNI”) (usually 50%) rather than retained excess cashflow, with the disadvantage for lenders in that CNI is not reduced by the deductions used to calculate ECF and because the build-up may begin for years prior to the onset of the ECF sweep. The builder baskets may also have additional “starter amounts”, usually soft capped by reference to EBITDA and in certain deals there is a “floor” on the CNI builder basket such that unlike bond transactions where 100% of losses are deducted from the CNI builder basket, no losses are deducted.

US-style Events of DefaultWhile previously US-style events of default continue to be resisted by European loan syndicates, it is now more customary for loan financings to include defaults more akin to the US loan approach (such as removal of material adverse change default and no audit qualification default) or, more typically, the high-yield bond approach (more limited defaults, including cross accel-eration rather than cross default, with longer remedy periods, which regarding bankruptcy defaults is unusual in Europe).

Other ProvisionsThere are other provisions we have seen migrate from the US cov-lite (or high-yield) market to Europe (or otherwise evolve within the European market) to become well established, including:■ “PermittedAcquisitions”controlledbyaleveragetest(or

no test at all) rather than by imposing absolute limits – and generally fewer controls on acquisitions.


83Latham & Watkins LLP


group would go into Chapter 11. In Europe, structural subordi-nation can have a dramatic effect on recoveries (as suffered by the first wave of European high-yield bonds in the 1990s, which were structurally subordinated). Even if those subsidiaries have granted upstream guarantees, the value of the claims under such guarantees are often of limited value.

Provisions allowing the incurrence of third party debt do not typically require the debt providers to sign up to the intercreditor agreement unless they are sharing in the security package. With more flexibility to incur third party debt, it is very possible that an unsecured creditor (or a creditor that is secured on assets that are not securing the cov-lite loan given the more limited secu-rity package) under a debt basket can have a very strong negoti-ating position if the senior secured creditors are trying to sell the business in an enforcement scenario, given the lack of standstill and release provisions. We are seeing requests that third party debt (including unsecured debt) over a materiality threshold is required to become subject to the main intercreditor agreement (and, therefore, the critical release provisions described above) but most cov-lite deals do not include this requirement.

These provisions become even more important to structure appropriately given the new trend is to seek to adopt “lifetime” intercreditor agreements which remain in place for future debt structures.

What Does This Mean for 2020?It seems likely that low interest rates may continue to prevail in Europe, and the depth of the investor base looking for yield will continue to permit significant flexibility in covenant and docu-mentation issues. The trend of greater investor push back on certain deals is likely to continue. Experience suggests that it is only where a particular credit generates surprising losses upon a default that there is any significant resetting of market terms.

A good example of this relates to European intercreditor agreements, which have over time developed to include stand-stills on debt claims and release provisions. At heart is the continuing concern that insolvency processes in Europe still, potentially, destroy value. Although significant steps have been taken in many jurisdictions to introduce more restruc-turing friendly and rescue-driven laws, it remains the case that in Europe there is a far greater sensitivity to the ability credi-tors may have in times of financial difficulty to force an insol-vency filing by virtue of putting pressure on boards of direc-tors through the threat of directors’ liability under local laws. A significant feature of the restructuring market in Europe for many years has been the use of related techniques that creditors, particularly distressed buyers, adopt to get a seat at the table by threatening to accelerate their debt claims. Standstill provi-sions evolved to prevent creditors from using this type of action to disrupt a restructuring without having to resort to a bank-ruptcy proceeding to provide a stay and thereby obtain increased recoveries.

Another intercreditor provision of great focus over the years has been the release provision, which provides that in the case of distressed asset sales following default and acceleration, the lenders’ debt and guarantee claims against, and security from, the companies sold are released. In some deals from the last decade, these protective provisions had not been included, with the result that junior creditors could gain significant negoti-ating leverage because their approval was needed for the release of their claims and security, without which it is not possible to maximise value in the sale of a business as a going concern.

The potentially significant debt baskets referred to above become relevant in this context. In the US, where this flexibility originated, debt baskets do not legislate as to where in the group debt can be raised – structural subordination does not often play a significant role in a US bankruptcy because typically the entire


84

James Chesterman is a partner in the London office of Latham & Watkins and has more than 25 years’ experience in European restructuring and workouts, structured and special situations lending, and leveraged finance. Mr. Chesterman’s clients include both borrowers and lenders across the restructuring, special situations/opportunities, and leveraged finance sectors. They include investment and commercial banks, private equity funds, credit funds, distressed funds, and corporates.

Daniel Seale is a partner in the New York office of Latham & Watkins and is Chair of the firm’s Global Banking Practice. Mr. Seale is a member of the Finance Department; the Banking, Capital Markets, and Private Equity Practices; and the firm’s Strategic Client Committee. He is a former Vice Chair of the firm’s Associates Committee and former Local Chair for the Finance Department in the New York office. Mr. Seale represents financial institutions, corporate borrowers, and other alternative financing providers in leveraged finance transactions with a particular focus on acquisition financings. Mr. Seale has also represented buyers and sellers in both public and private mergers and acquisitions transactions.

Latham & Watkins LLP99 BishopsgateLondon EC2M 3XFUnited Kingdom

Latham & Watkins LLP885 Third AvenueNew York, NY 10022-4834USA

Tel: +44 20 7710 1004Email: [email protected]: www.lw.com


Latham & Watkins is a global law firm of more than 2,400 lawyers located in the world’s major financial, business and regulatory centres dedicated to working with clients to help them achieve their business goals and to find innovative solutions to complex legal issues.

www.lw.com

The Continued Prevalence of European Covenant Lite

Jane Summers is a partner in the New York office of Latham & Watkins. She is a member of the firm’s Finance Department and Banking Practice, where she focuses primarily on representing major financial institutions in leveraged finance transactions, including acquisition financings, cross-border financings, asset-based facilities, and other senior secured lending transactions, as well as in connection with stra-tegic purchases of distressed debt. She is former Co-Chair of Latham’s Women Enriching Business Committee in New York and a former member of the firm’s Ethics and Finance Committees. Ms. Summers has been active in the syndicated lending market since its infancy in the mid-1980s, including serving as Deputy General Counsel for Barclays in the Americas, and from 2000 to 2005 acting as the LSTA’s first General Counsel where she led the efforts to develop the organisation’s legal, documentation and regulatory strategies for key industry issues that established standard market practices and procedures.

Karan Chopra is a partner in the London office of Latham & Watkins and is a member of the Banking Group. His practice encompasses a range of domestic and cross-border leveraged finance transactions at all levels of finance capital structures including senior, second lien, mezzanine and PIK debt, direct lending, and bank/bond financings.

Latham & Watkins LLP885 Third AvenueNew York, NY 10022-4834USA

Latham & Watkins LLP99 BishopsgateLondon EC2M 3XFUnited Kingdom



Lending & Secured Finance 2020© Published and reproduced with kind permission by Global Legal Group Ltd, London

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