Syndicated Loan

Syndicated Loan – Meaning

A syndicated loan is an essential source of debt financing for corporate. It is availed from a group of lenders. Lenders include commercial banks, Government Funding Institutions, International banks and Non-banking Finance Companies (NBFCs) etc. They constitute a ‘Syndicate’ to offer loan facility. Syndicated loans provide funding for large-scale, capital-intensive projects. For instance, infrastructure projects, oil and gas projects, manufacturing projects etc. Moreover, banks also participate in this loan syndication transaction to ensure risk mitigation and large exposure.

Parties Involved in a Syndicated Loan Transaction

  • Borrower – Requirement of capital for expansion project or acquisition transaction. The borrower is responsible for loan and interest repayment
  • Investment Bankers – Act as a facilitator in the loan transaction.
  • Lead Bank – Responsible for structuring the loan transaction.
  • Participating Banks – Lend some % of the total loan amount.

Syndicated Loans

Syndication Process

Appointment of Investment Bankers

Several investment banks serve as lead arrangers to arrange such type of loans. The investment bankers arrange a loan facility for corporate who are in requirement of capital. Thus, the investment bankers get their fee as certain % of the amount of loan arranged. The fee charged depends upon parameters such as intricacy of the transaction, borrower’s credit rating, existing loan, borrowers’ financial strength etc.

Preparation of Detailed Documents

Investment Bankers study the documents of the borrower. Thereby, prepare the required detailed project report in a particular format.  After which, they submit a request for credit to financial institutions.

Documentation Required

  • Company Profile along with financial data.
  • Project techno-economic feasibility study.
  • Project cost estimates, revenue projections, profitability estimates, cash-flow projections.
  • Collateral security and guarantees provided.
  • Legal documents of the company like Memorandum of Association, Registration Certificate.
  • Directors’ details and their credit score.

Approaching Different Banks

Investment Bankers then approach different banks for participation in the loan syndication transaction. Subsequently, each bank informs its respective commitment to the loan transaction. The bank with the highest exposure is called as a ‘Lead Bank.’

The lead bank stipulates the terms and conditions of the sanctioned loan in a document. This document is known as a ‘Term Sheet’. The Term Sheet contains details such as an amount of loan, the rate of interest, collateral, repayment schedule, special terms if any. Investment Bankers negotiate with the terms, thus, ensure easy approval of credit facilities.

Document Circulation and Execution

  • Once the syndicate has given its commitment, the Loan Documentation is circulated amongst the banks for review and execution subsequently.
  • The investment bankers work till sanction and disbursement of these credit facilities. Further, they assist in the execution of documentation such as Stamp Duty payment, filing documents with Registrar of Companies (ROC), Ministry of Corporate Affairs (MCA) etc.
  • The document execution depends on the type of asset used as collateral security. The collateral is shared on a pari-passu basis whereby each lender is ranked as per their contribution.

Fulfillment of the Conditions of the Loan

  • After execution of Loan documentation, the Borrower has to fulfill the conditions stipulated in the Loan Agreement. Post which, the disbursement of the loan takes place.
  • There can be conditions subsequent in the Agreements. The Borrower has to fulfill these conditions after disbursement of the facility.

Security Trustee

  • Usually, bankers appoint a security trustee in a syndicate financing transactions. The security documents are held in the custody of the security trustee.
  • The security trustee acts on the directions of the syndicate lenders for security enforcement.

Fee Distribution

  • Upon loan disbursement, the Investment Bankers receive certain % of the amount of loan arranged as their transaction fee.
  • In any syndicated loan transaction, an individual lender cannot take enforcement action. It requires majority votes from other lenders as well.
  • The liabilities of all the lenders are independent of each other in legal terms.

Example

In November 2017, YES Bank has raised US$ 250 million from Taiwanese banks. It has also raised US$ 150 million from Japanese banks. In 2018, it has raised US$ 300 million syndicated loan facility from eight banks. These banks are – Bayerische Landesbank, Commerzbank, CTBC Bank, First Abu Dhabi Bank PJSC, Korea Development Bank, State Bank of India, United Overseas Bank and Westpac Banking Corporation. The YES bank has tied up a three-year loan facility in this syndication. A group of Lead Arrangers and Book-runners act as underwriter for the loan facility.

Benefits of Syndicated Loans

1] For Borrowers

  • The total cost of borrowing is less.
  • Funding from multiple sources.
  • New banking relationships.
  • Ease of documentation.
  • Flexible terms and conditions.

2] For Lenders

  • Diversified customer base.
  • Risk allocation among different companies.
  • Optimize risk and returns.
  • Limits exposure to a particular corporate group.
  • Develop new customer base.1–3

1.
All you need to know about Syndicate Loan – iPleaders. iPleaders. July 2017. [Source]
2.
All you need to know about Syndicate Loan – iPleaders. iPleaders. January 2019. [Source]
3.
Syndicated Loan. Investopedia. December 2018. [Source]
Last updated on : January 5th, 2019
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