Transactional
Banking and finance
We advise borrowers, sponsors and funders on debt finance, from bilateral facilities and security packages to structured, project and development finance.
Overview
Debt finance underpins most significant commercial undertakings, and the terms on which it is raised shape a business for years afterwards. In banking and finance, we advise borrowers, sponsors and funders on the negotiation and documentation of loan facilities, the security that supports them, and the structured, project and development finance arrangements that larger undertakings require.
We approach each financing with an eye to the whole life of the facility rather than the moment of signature. Covenants, conditions, events of default and security are negotiated with a clear view of how the business will actually operate, so that the facility supports the borrower's strategy rather than constraining it.
Our work in this area draws on transactions with commercial banks, development finance institutions and private funders, in South Africa and across borders, and is closely integrated with our corporate, projects and restructuring work.
Services
What the work involves
Loan facilities
We negotiate and document bilateral and club facilities, term loans, revolving and working capital facilities, and shareholder and intra-group loans. We focus on the commercial heart of the facility: pricing mechanics, covenants, representations, events of default and the conditions to drawdown. Our aim is a facility that the business can live with throughout its term.
Security and credit support
We advise on and prepare security packages, including cessions in security, pledges, general and special notarial bonds, mortgage bonds, suretyships and guarantees. We consider the ranking of security, inter-creditor arrangements and the concrete steps required for perfection, so that the security functions as intended if it is ever called upon.
Structured and project finance
We advise on the structuring and documentation of structured and project financings, including limited-recourse arrangements, sponsor support and the interface between finance documents and project contracts. We manage conditions precedent through to financial close and first drawdown.
Development and blended finance
We advise businesses raising funding from development finance institutions and similar funders, including developmental loans, headroom facilities and blended packages combining debt, equity and concessionary funding. Development funders often attach particular conditions relating to governance, environmental and social standards and reporting; we help clients understand and meet them.
Acquisition and leveraged finance
We advise on the debt financing of acquisitions, including the alignment of finance conditions with the conditions of the acquisition agreement, so that the funding is certain when the transaction is ready to close. We also advise on the security and guarantee structure across the acquired group, and on the restrictions that may apply to financial assistance under the Companies Act.
Trade and asset finance
We advise on letters of credit and documentary collections, including compliance with UCP 600, and on asset finance and instalment sale arrangements for fleets, plant and equipment. We review the finance instruments alongside the underlying commercial contracts so that documentary requirements can actually be met.
Refinancing and amendments
We advise on refinancings, amendment and restatement of existing facilities, waivers and covenant resets, and the release and replacement of security. Where a business is under financial pressure, we draw on our restructuring work.
Who we work with
Companies and groups raising debt; sponsors of projects and acquisitions; borrowers dealing with commercial banks and development finance institutions; private funders and lenders; and boards approving material financing transactions.
How we work
Whole-of-life view
We negotiate with the full term of the facility in mind, not only the conditions to first drawdown.
Security that works
We treat perfection and enforceability as core deliverables rather than formalities.
Integrated with the deal
Finance terms are aligned with the acquisition, project or corporate transaction they serve.
Common questions
Do you act for lenders as well as borrowers?
Yes, subject to the usual conflict checks. Much of our work is for borrowers and sponsors, and our experience on both sides informs the advice we give.
How is this different from your corporate finance work?
Banking and finance concerns debt. Our corporate finance work concerns equity and hybrid capital, such as preference shares, private equity and venture capital. Many transactions involve both, and the two areas work together.
Technically sound. Commercially minded.
Advice that begins with technical precision and extends to the commercial and strategic judgement that founders, owners and executives rely on.