Commercial Lending and Securitisation

Lending and Security

Lending and security arrangements are central to many commercial transactions, whether funding growth, facilitating acquisitions or refinancing existing obligations. Properly structured lending documentation is essential to ensure that funding arrangements are enforceable, risks are appropriately allocated and the commercial objectives of the parties are achieved.

We advise lenders, borrowers and investors on a wide range of lending and security matters. Our role is to provide clear and practical advice on the structuring, negotiation and documentation of finance arrangements, ensuring that transactions are legally robust and commercially workable.

Loan agreements and financing structures

We advise on the preparation and negotiation of loan agreements and related finance documentation across a range of funding structures. This includes advising on term loans, revolving facilities and other bespoke financing arrangements. We work closely with clients to understand the commercial context of the funding and ensure that the documentation reflects the agreed terms, including repayment provisions, interest, covenants and events of default.

Security and guarantees

Security is a key element of many lending arrangements. We advise on the creation and enforcement of security and guarantees, ensuring that security is properly structured and capable of effective enforcement if required. This includes advising on charges over assets, share security and personal or corporate guarantees. Our advice focuses on ensuring that security arrangements align with the underlying commercial risk and funding objectives.

Refinancing and restructuring

Businesses may seek to refinance or restructure existing borrowing for a variety of reasons, including changes in trading conditions, growth plans or funding strategy. We advise on refinancing and restructuring transactions, including the release and replacement of existing security, amendments to finance documentation and coordination with funders. Our aim is to support efficient transactions while managing legal risk and avoiding unnecessary disruption to business operations.

Interplay with corporate transactions

Lending and security arrangements often sit alongside wider corporate transactions such as acquisitions, management buyouts and restructurings. Our broader corporate expertise allows us to provide joined up advice where finance arrangements are linked to transactional activity, ensuring that funding documentation and corporate documentation are aligned.

Our approach

Our approach to advising on lending and security is practical and commercially focused. We understand the importance of clarity, certainty and timing in finance transactions and provide advice that supports informed decision making. Clients value our responsiveness, attention to detail and ability to progress transactions efficiently while managing legal risk.

If you require advice on lending arrangements, security documentation or refinancing, our Corporate team would be pleased to assist. Please contact us to arrange an initial discussion.

    ├── Loan Agreements

Loan Agreements

Loan agreements set the legal and commercial framework for lending arrangements and are central to managing risk for both lenders and borrowers. Properly drafted loan documentation provides clarity on the terms of funding, repayment obligations and the rights of the parties, reducing the scope for dispute and uncertainty over the life of the facility.

We advise lenders, borrowers and investors on the preparation, review and negotiation of loan agreements across a range of commercial contexts. Our role is to ensure that loan documentation accurately reflects the agreed commercial terms while providing appropriate legal protection and flexibility.

Drafting and negotiating loan agreements

We advise on the drafting and negotiation of loan agreements for a variety of financing arrangements, including term loans and other bespoke facilities. Our advice focuses on key provisions such as interest and repayment terms, covenants, events of default and enforcement rights. We work closely with clients to understand the commercial purpose of the funding and ensure that the documentation supports that purpose in practice.

Borrower and lender considerations

The priorities of lenders and borrowers often differ in the context of loan documentation. We advise borrowers on managing risk and ensuring that obligations are proportionate and workable, while advising lenders on securing appropriate protections and remedies. Our approach is balanced and pragmatic, reflecting the commercial realities of the transaction.

Amendments and variations

Loan arrangements may need to be amended over time to reflect changes in trading conditions, funding requirements or business strategy. We advise on variations to existing loan agreements, including extensions, amendments to covenants and changes to repayment terms. Our advice focuses on ensuring that amendments are properly documented and that unintended consequences are avoided.

Interaction with security arrangements

Loan agreements are often closely linked to security and guarantee arrangements. We advise on ensuring that loan documentation and security documentation are aligned and that the rights and obligations of the parties are clearly defined. This joined up approach reduces the risk of inconsistency and supports effective enforcement where required.

Our approach

Our approach to advising on loan agreements is practical and commercially focused. We provide clear advice that supports efficient transactions while managing legal risk. Clients value our attention to detail, responsiveness and ability to progress matters decisively.

If you require advice on drafting, reviewing or negotiating a loan agreement, our Corporate team would be pleased to assist. Please contact us to arrange an initial discussion.

    ├──    Security & Guarantees

Security and Guarantees

Security and guarantees are a key component of many lending and financing arrangements. Properly structured security provides lenders with protection in the event of default, while guarantees can allocate risk across group companies or individuals. Poorly documented or ineffective security arrangements can undermine the commercial purpose of the transaction and create uncertainty if enforcement becomes necessary.

We advise lenders, borrowers and guarantors on the creation, review and negotiation of security and guarantee arrangements across a wide range of commercial transactions. Our role is to ensure that security structures are legally effective, commercially appropriate and aligned with the underlying funding arrangements.

Types of security

We advise on a range of security arrangements, including fixed and floating charges over business assets, security over shares, assignments of receivables and security over intellectual property. We work with clients to identify which assets should be secured and how security should be structured to reflect the level of risk involved and the commercial objectives of the transaction.

Guarantees and indemnities

Guarantees are commonly used to support lending arrangements, particularly where borrowing is undertaken by a subsidiary or special purpose vehicle. We advise on the preparation and negotiation of guarantees and related indemnities, including advising guarantors on the scope of their obligations and potential exposure. Our advice focuses on ensuring that guarantees are clear, proportionate and properly documented.

Creation and registration of security

For security to be effective, it must be properly created and, where required, registered. We advise on the legal formalities associated with taking security, including execution requirements and registration at Companies House or other relevant registers. Ensuring that these steps are carried out correctly is essential to preserving priority and enforceability.

Reviewing existing security arrangements

Businesses often operate with historic or incomplete security documentation that no longer reflects their current funding arrangements. We review existing security and guarantee documentation to identify gaps, inconsistencies or risks, and advise on remedial steps where appropriate. This may arise in the context of refinancing, restructuring or corporate transactions.

Enforcement considerations

While enforcement is rarely the desired outcome, security and guarantees should be drafted with enforceability in mind. We advise on enforcement provisions within security documentation and the practical implications of enforcing security or guarantees if required. Our advice is focused on ensuring that enforcement rights are clear and legally sound.

Our approach

Our approach to advising on security and guarantees is practical and commercially focused. We provide clear advice that supports effective risk management while facilitating transactions. Clients value our attention to detail, responsiveness and ability to coordinate security arrangements alongside wider corporate and finance documentation.

If you require advice on security or guarantee arrangements, our Corporate team would be pleased to assist. Please contact us to arrange an initial discussion.

    └── Refinancing & Restructuring

Refinancing and Restructuring

Businesses refinance or restructure their borrowing for a variety of commercial reasons, including growth, changes in trading conditions, cash flow management or the expiry of existing facilities. Refinancing and restructuring transactions require careful legal coordination to ensure that funding arrangements are updated effectively, security is properly dealt with and business operations are not disrupted.

We advise businesses, lenders and investors on refinancing and restructuring transactions across a wide range of commercial contexts. Our role is to provide clear and practical advice on the legal aspects of replacing, amending or reorganising existing borrowing arrangements, ensuring that transactions are implemented efficiently and with appropriate risk management.

Refinancing existing borrowing

Refinancing typically involves the replacement of existing facilities with new funding arrangements, whether with an existing lender or a new funder. We advise on the preparation and negotiation of new finance documentation, the release or replacement of existing security and the coordination of completion mechanics. Our focus is on ensuring continuity of funding while avoiding gaps in security or unintended legal exposure.

Restructuring lending arrangements

Restructuring may be required where businesses experience changes in financial performance or funding requirements. We advise on amendments to existing finance documentation, including changes to repayment terms, covenants, security structures and guarantor arrangements. Our advice is pragmatic and focused on achieving workable solutions that support the ongoing viability of the business.

Security release and replacement

Refinancing and restructuring transactions often involve the release, amendment or replacement of existing security. We advise on the legal process for discharging security and taking new security, ensuring that priority is preserved and that registration requirements are met. Proper handling of security arrangements is essential to the effectiveness of the transaction.

Coordination with corporate activity

Refinancing and restructuring frequently take place alongside wider corporate activity, such as acquisitions, disposals or group reorganisations. Our broader corporate expertise allows us to advise on the interaction between finance arrangements and corporate documentation, ensuring that transactions are aligned and progressed efficiently.

Our approach

Our approach to refinancing and restructuring is practical and commercially focused. We understand the importance of timing, certainty and coordination in these transactions and provide advice that supports informed decision making and effective implementation. Clients value our responsiveness, attention to detail and ability to manage complex transactions in a controlled and efficient manner.

If you are considering refinancing existing borrowing or restructuring your funding arrangements, our Corporate team would be pleased to assist. Please contact us to arrange an initial discussion.