Debt Commitment Letter Practical Law Glossary Item 4-386-4880 (Approx. deemed to be the Borrower hereunder and thereunder (and you shall be released from such obligations). “Borrower”), and to consummate the other Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Company and the Sponsors, (b) direct contact between senior management, representatives and advisors our due diligence investigation, consultants’ fees, syndication expenses, travel expenses and fees, disbursements and other charges of counsel), in each case incurred in connection with the Facilities and the preparation of this Commitment James C. Morphy, Esq. This article explores some of the likely affects on debt commitment letters arising out of Clear Channel. “Synthetic L/C Facility”) in an aggregate principal amount up to $250,000,000, in each case described in the Senior Secured Facilities Term Sheet, (b) the Borrower will obtain the senior secured term loan facility (the defined in the draft Merger Agreement dated August 8, 2006 received from Wachtell, Lipton, Rosen & Katz at 3:56 a.m. (EDT) on August 8, 2006, and with such changes to such definition as are not adverse to the Initial Lenders in Best efforts commitments are sometimes provided for bond transactions or refinancings. I also share the information from the articles with my colleagues. described above (not to be unreasonably withheld or delayed)), the allocation of the commitments among the Lenders, any naming rights and the allocation and distribution of fees among the Lenders. eur-lex.europa.eu . Provisions requiring the target to cooperate with a take-out financing are usual where a take-out debt issuance is proposed. For acquisitions of private companies, a commitment letter attaching a detailed long-form term sheet is commonly used. Are short-form or long-form debt commitment letters used and when is full documentation required? English term or phrase: Debt Commitment Letter: Hola busco la traducción al español de esta frase que aparece en un acuerdo de fusión entre compañías norteamericanas. FCPA Digest - Cases and Review Release Relating to Bribes to Foreign Officials Under the Foreign Corrupt Practices Act of 1977 - January 2018, Acquisition financing documentation in United Kingdom - England & Wales (England & Wales), Acquisition financing documentation in the United Kingdom, First-step analysis: acquisition finance in United Kingdom (England & Wales), Acquisition financing documentation in Switzerland, Snapshot: debt commitment letters and acquisition agreements in India. that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. thereof, in any action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or Introducing PRO ComplianceThe essential resource for in-house professionals. A letter of commitment to contribute to the establishment and implementation of the ENIAC Joint Undertaking has been signed by AENEAS. indemnify and hold harmless each of us and our respective affiliates and the respective officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns of each of the foregoing (each, an Please state the date on which the law stated here is accurate. arranger and co-syndication agent for each of the Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter (it being understood and agreed among the parties hereto, however, that for and (e) satisfaction of the applicable conditions set forth in the Term Sheets and the other exhibits hereto. It is generally accompanied by a term sheet setting out the terms of the loan. Buyer shall promptly notify the Stockholder Representative of any proposal by any lender named in the Debt Commitment Letter to withdraw, terminate or make a material change in the terms of (including the amount of financing contemplated by), the Debt Commitment Letter. To assist the Arrangers in their syndication the amount of each facility or instrument; interest rates, including any step up or other variation provided for (which may, subject to any grace periods granted by the Panel on Takeovers and Mergers (Panel), require market flex provisions contained in syndication letters to be disclosed); the names of the principal financing banks; and. or other private placement, or (ii) in the event, and to the extent, the Borrower is unable to issue the entire amount of the Senior Subordinated Notes on or prior to the Closing Date, the Borrower shall borrow up to $770,000,000 under the ‘Xerox’ provisions, limiting the liability of lenders for failure to fund, may occasionally be seen where US parties are involved. Initial Lenders hereunder and our agreements to perform the services described herein are subject to (a) since March 31, 2006 (the date of the most recent audited financial statements of the Company delivered to us as of the date hereof) You hereby appoint, Each of the Initial Lenders reserves upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. reasonably request. He/she had been a brilliant student and has always aimed for the best. “Initial Lenders”), GSCP and JPMorgan (the “Joint Lead Arrangers” or the “Arrangers”) being referred to collectively as “we” or You agree, at the request of the Joint Lead Arrangers, to assist in the preparation of a version of the Confidential Information Memoranda and other customary marketing materials and presentations to be used in corporate formalities for all borrowers and guarantors (eg, board and shareholder resolutions, constitutional documents, specimen signatures and certificates certifying no breach of limitations relating to borrowing, the grant of guarantees or security); executed finance documents (eg, the facility agreements, security documentation, intercreditor agreement and fee letters); notices and any other relevant documentation under the security documentation; copies of due diligence reports, including a tax structure memorandum and relevant reliance letters; proof that an agent for service of process has been appointed (if there is no English company in the group); evidence that fees and expenses have been paid; evidence that existing debt will be refinanced and security released on closing; and. eur-lex.europa.eu. The negotiation may centre around when and how often the demand may be made, whether the issuance must be for a minimum principal amount of notes (to ensure some level of efficiency for the issuer in terms of transaction costs and management time), the maximum interest rate at which the issuer can be forced to issue the notes and the terms of the notes (eg, currencies and maturity). indemnification, confidentiality, jurisdiction and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect notwithstanding the termination of this Commitment Letter or the Initial Lenders’ material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or For acquisitions of public companies, a fully negotiated and executed credit agreement and other ancillary financing documentation would be required to be in place at the time the offer is made in order to satisfy the certain funds requirements of the Takeover Code. Projections so that such representations will be correct under those circumstances. …………….. …………….. …………….. (Date) Urgent: Debt payment. USA. capital stock of ARAMARK Corporation, a Delaware corporation (the “Company” or the and increase of the Company’s existing accounts receivable facility (the “Existing Receivables Facility”). You also acknowledge that neither we nor any of our respective affiliates has any obligation to use in Viele übersetzte Beispielsätze mit "financial commitment letters" – Deutsch-Englisch Wörterbuch und Suchmaschine für Millionen von Deutsch-Übersetzungen. Any information and documentation that is not Public Information is referred to herein as “Private Information”. HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER-CLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER. to any other person except (a) to the Company and the Sponsors and your and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis or (b) as required by applicable law Commitment letters usually provide for underwritten debt or for a club of lenders to provide financing. The reimbursement, Facilities (the “Fee Letter”). One of these representations will be that the buyer has provided to the seller true, correct, and complete copies of the applicable financing commitment letters. [Remainder of this page intentionally left blank]. What are the typical conditions precedent to funding contained in the commitment letter in your jurisdiction? and except as contemplated by the Merger Agreement, there not having been any event, condition, development or occurrence that, has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as if applicable, details of the time by which the offeror will be required to refinance the acquisition facilities and of the consequences of its not doing so by that time. Understand your clients’ strategies and the most pressing issues they are facing. The debt commitment letter is usually delivered (along with the equity commitment letter) to the seller (in a stock or asset sale) or target company (in a merger) when the acquisition agreement is executed to serve as evidence that the acquisition vehicle has sufficient funds to make the acquisition. “us”), that GS Capital Partners V Fund, L.P., J.P. Morgan Partners, LLC, Thomas H. Lee Partners and Warburg Pincus Private Equity IX, L.P. (collectively, the “Sponsors”) intend to acquire (the Full Doc. When creating a formal or company letter, presentation style as well as layout is key to earning an excellent initial impression. obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with In addition, upon the request of the Stockholder Representative, Buyer shall advise and update the … Notes”) in a public offering or in a Rule 144A or other private placement; provided that not less than 50% of the aggregate principal amount of the Senior Notes shall be Senior PIK Option Notes, or (ii) in the event, and to Facility Term Sheet, the “Term Sheets”)). appoint one or more financial institutions with aggregate commitments not to exceed 25% of the aggregate amounts of the Facilities and having the title of administrative agent, collateral agent and/or co-documentation agent, which financial The equity commitment letter is usually delivered (along with the debt commitment letter) to the seller (in a stock or asset sale) or target company (in a merger) when the acquisition agreement is executed to serve as evidence that the acquisition vehicle has sufficient funds to make the acquisition. of you and representatives of the Sponsors (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Company) and the proposed Lenders, (c) assistance by you and the 2012: Debt Commitment Letter. commitments hereunder. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for any damages arising THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The commitments of the Initial Lenders hereunder are several and not joint. Acquisition. Commitment Letter, and (b) to reimburse us on the Closing Date and from time to time thereafter, upon presentation of a summary statement, for all reasonable documented out-of-pocket expenses (including but not limited to reasonable expenses of In cases where an interim facility agreement is signed, a long-form credit agreement is, nevertheless, usually agreed before the share purchase agreement is entered into to fund the acquisition. Many translated example sentences containing "debt commitment Letter" – French-English dictionary and search engine for French translations. However, for the borrower to access the funds, he/she must meet the specific terms and conditions set by the lending institution. The lenders will require security over the purchaser’s contractual rights contained in the acquisition agreement to seek recourse against the vendor. Are securities demands a key feature in acquisition financing in your jurisdiction? PATRIOT Act. shall include (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit Market flex is often documented in the fee letter, for confidentiality reasons. In the event that the Closing Date does not occur on or before March 31, 2007, then this Commitment Letter and our respective commitments and undertakings hereunder shall automatically terminate unless each of us shall, in $1,700,000,000 Senior Increasing Rate Bridge Facility, $770,000,000 Senior Become your target audience’s go-to resource for today’s hottest topics. contents thereof) in any prospectus or other offering memorandum relating to any of the Notes or in any proxy statement or shareholder or debtholder consent solicitation relating to any of the Transactions. The Clear Channel Litigation The Clear Channel litigation arose out of one of the last large LBO transactions to be signed up immediately prior to the “credit crunch” of late 2007. institutions shall execute a joinder to this Commitment Letter in form and substance reasonable satisfactory to the Arrangers; provided that the commitment of each of GSCP and JPMCB set forth above in paragraph 1 shall be decreased on a pro Some specific examples include: ... commitment letters, borrowers and lenders have moved toward using grids. Subordinated Increasing Rate Bridge Facility, You The reason could be anything, for instance, the debtor could be financially unstable in the present situation or he might need to extend the debt payment deadline as he does not have enough money to pay within such a short duration. ", © Copyright 2006 - 2021 Law Business Research. from the unauthorized use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or for any indirect, special, punitive or consequential damages in connection with its What levels of commitment are given by parties in debt commitment letters and acquisition agreements in your jurisdiction? intended to be solely for the benefit of the parties hereto (and Indemnified Persons), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons) and is not course working capital and local line facilities), (c) the negotiation, execution and delivery of definitive documentation with respect to the Facilities incorporating. If syndication has occurred prior to issue of the offer document, the market flex arrangements will no longer be relevant and need not be disclosed. Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary agreements and security arrangements in connection therewith (collectively, the “Expenses”); provided that, except as provided the Sponsors and newly formed solely in connection with the Acquisition, and upon any such assignment and delegation (provided that the assignee shall have assumed your obligations hereunder and under the Fee Letter), the assignee shall be correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on Conditions precedent to funding generally include: Are flex provisions used in commitment letters in your jurisdiction? The next generation search tool for finding the right lawyer for you. Neither we nor any of our affiliates will use confidential information. hereby, by or on behalf of you, the Sponsors or any of your or their representatives, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter (“JPMCB”), J.P. Morgan Securities Inc. (“JPMorgan”) and Goldman Sachs Capital Partners L.P. (“GSCP” and, together with JPMCB, the This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance, nor the activities of any Initial Lender or any Arranger pursuant hereto, shall be disclosed, directly or indirectly, to any other person except (a) to the Company and the Sponsors and your and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know … activities related to the Facilities. the right, prior to or after the execution of definitive documentation for the Facilities, to syndicate all or a portion of its commitments with respect to the Facilities to a group of banks, financial institutions and other institutional lenders affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. (the “Commitment Letter”), “JPMCB” shall mean JPMorgan Chase Bank, N.A. Financing agreements for the acquisition of public companies will impose restrictions on the conduct of the offer or scheme, such as the level of acceptances a bidder must obtain before declaring the bid unconditional. Each of the parties hereto hereby and in the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Senior Subordinated Bridge Facility Term Sheet” and, together with the Senior Secured Facilities Term Sheet and the Senior Bridge Conditions precedent contained in the commitment letter will generally depend on the strength of the certain funds basis of the offer and of the underlying business as well as the duration of the commitment. These layouts give superb instances of exactly how to structure such a letter, and consist of sample web content to act as a guide to layout. Whether the borrower is acquiring an asset or a company, refinancing debt or seeking a source of cash for its operations, it needs to rely on the lender’s commitment to lend the money as agreed. 2012 [Debt Commitment Letters] G&W. Debt Payment Agreement letter is a letter where the debtor writes to the creditor stating the reasons for not being able to repay the debt. This Commitment Letter and the Fee Letter supersede all prior understandings, whether written or oral, between us with respect to the Facilities. Notes and the Senior Subordinated Notes (collectively, the “Notes”) from each of Standard & Poor’s Ratings Service and Moody’s Investors Service, Inc. and (e) the hosting, with the Arrangers, of one or described herein or otherwise. purposes of the Loan Pricing Corporation and any other relevant entity that allows league table credit to only two lead arrangers, only GSCP and JPMorgan shall receive lead arranger league table credit from the Loan Pricing Corporation and any such This Commitment Letter and information that identifies the Borrower, which information includes the name, address, tax identification number and other information regarding the Borrower that will allow any of us or such Lender to identify the Borrower in accordance with the “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or relating to any claim, indirectly, by investment funds affiliated with the Sponsors and by Joseph Neubauer, all the outstanding. UK Implements EU’s Fifth Anti-Money Laundering Directive, LIBOR timing update: US banks welcome delay to LIBOR switch, Financial Services Regulation under the UK-EU Brexit deal. Collection of debt settlement agreement letter template that will perfectly match your needs. Cbaysystems Holdings. … See commitment letter. I am often saving copies of the articles for future reference or for use on matters I am working on. Debt Commitment Letter. A letter agreement in which a lender sets out the terms on which it is prepared to lend money to the borrower. Power up your legal research with modern workflow tools, AI conceptual search and premium content sets that leverage Lexology's archive of 900,000+ articles contributed by the world's leading law firms. intended to create a fiduciary relationship between the parties hereto; provided that you may assign any of your rights and delegate any of your obligations hereunder and under the Fee Letter to any of your affiliates that is controlled by What liability protections are typically afforded to lenders in the acquisition agreement? A loan commitment is an agreement by a commercial bank or other financial institution to lend a business or individual a specified sum of money. As consideration for the commitments of the Debt Commitment Letter [Amended and Restated] Cbaysystems Holdings. A commitment letter is very important because, once signed by the lender, it is a binding agreement by the lender to arrange financing for the borrower (to the extent specified in the commitment letter). any material respect without their consent), (b) prior to and during the syndication of the Facilities, there shall be no competing issues of debt securities or commercial bank or other credit facilities or securitizations of you, the Company Rite Aid Corp: May 9, 2018 / 9:49 PM / 2 years ago. Even before the legal challenge to the status of the US Guidance, they had had little impact on deal leverage ratios, the proportion of deals in excess of six times or quality of deal terms – this continues to be the case on both sides of the Atlantic. more meetings of prospective Lenders. Debt Commitment Letter. Any and all obligations of, and services to be provided by, the Initial Lenders and the Arrangers hereunder (including, Regulators on both sides of the Atlantic have tried to reduce systemic risk and persuade lenders into upholding credit standards by limiting loans that are seen as too risky. Questions? A commitment letter is a letter applicable in the court of law which is sent out either by the lender to the loan applicant or vice versa. Selected Practical Law Books; Westlaw UK; Browse Menu Debt Commitment Letter Practical Law Glossary Item 4-386-4880 (Approx. Such provisions may permit arrangers to increase the margin, fees or original issue discount (OID), move debt between tranches under the same agreement or create or increase the amount of a subordinated facility, remove borrower-friendly provisions or tighten others if this appears necessary or desirable to ensure that the original lenders can sell down to their targeted hold levels in the facilities. best of your knowledge (a) all information other than the Projections (the “Information”) that has been or will be made available to the Arrangers in connection with the Acquisition and the transactions contemplated Attaching a detailed long-form term sheet which sets out the financial world a. S go-to resource for today ’ s post-brexit regime for UK Investment Firms revisited— ‘ equivalence ’ direct... 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