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Banking and finance

What to check in a facility agreement before you sign

Borrowers read the interest rate and the repayment schedule. The lines that cause trouble are usually somewhere in the middle.

The events of default

This is the section that says what counts as things having gone wrong. Missing a payment is obvious and everyone expects it. The rest is where the surprises live.

A change in who controls the company. A drop in a financial ratio. A default on an unrelated loan from a different bank. Any of these can put a facility into default while every instalment has been paid on time. Read the list, and ask which of them you could plausibly trip in a bad quarter.

The security

Security documents are usually drafted wider than the loan. A debenture over the whole company secures a facility that was taken out for one piece of equipment. That may be acceptable, and it is often the price of the money. It is not acceptable to find out afterwards.

Ask a simple question. If this loan went wrong tomorrow, what exactly could the lender take, and in what order.

Nobody negotiates the default clause when the business is doing well. That is precisely when you can.

The conditions you have to keep meeting

Covenants are promises that continue for the life of the loan. Keep the ratio above this. Do not sell that asset. Give us accounts within so many days. They are easy to agree and easy to forget.

Put the reporting dates in a calendar the week the money lands. A technical breach caused by late accounts is an avoidable conversation with a lender who now has leverage.

Practical steps

Open the agreement at the definitions and read the events of default, the security clause and the covenants. Three sections, maybe twenty minutes. If any of them describes something you cannot confidently promise for the next three years, that is the part to talk about.

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