Make whole Definition | Legal Glossary | LexisNexis (2024)

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A make whole or a 'spens' provision, provides protection to bondholders in the event that the bonds are redeemed early. It compensates bondholders for the loss of opportunity to earn interest at the original rate if the bond had continued to maturity.

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Terms and conditions—first time issuer's negotiation checklist

Terms and conditions—first time issuer's negotiation checklist What this checklist covers This checklist outlines the key points that a lawyer advising a first time issuer should check and, if necessary, seek to amend when reviewing English law terms and conditions for an issue of debt securities. This checklist contains material relevant to: • secured and unsecured debt securities • debt securities constituted by a trust deed, and • debt securities issued without trust deeds, such as: ◦ debt securities issued under a fiscal agency structure—for information on fiscal agents, see Practice Note: Role of a fiscal agent, and ◦ debt securities constituted by an instrument executed by the issuer (and guarantor, if applicable) without a trustee, of the kind used in issues of mini-bonds (a bond instrument) This checklist should be read together with Practice Note: Terms and conditions—first time issuer's guide, which: • explains the practical aspects of the key individual provisions (conditions) usually found in the terms and conditions of debt securities • compares them with the...

Terms and conditions—first time issuer's guide

Terms and conditions—first time issuer's guide What this Practice Note covers The aim of this Practice Note is to provide information and practical guidance on English law terms and conditions to lawyers advising first time (debut) issuers of debt securities. This Practice Note focuses on debut issues of debt securities because the documentation for the issuer’s debut issue tends to be closely followed for its subsequent issues. The documentation stage of the first issue is when the issuer and its advisers have an opportunity to consider the documentation in depth and (within the constraints imposed by accepted debt capital markets practice) to influence the form of the documentation. This Practice Note: • explains the practical aspects of the key provisions (conditions) set out in the terms and conditions of debt securities; and • compares those provisions with the corresponding provisions in loan facility agreements (as raising finance in the debt capital markets is usually an alternative to borrowing from banks) This Practice Note assumes that first time...

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Does a borrower have a right to prepay a loan and can you restrict the ability of the borrower to voluntarily prepay?

Does a borrower have a right to prepay a loan and can you restrict the ability of the borrower to voluntarily prepay? This point is addressed in Commentary: Prepayments and cancellation: Encyclopedia of Banking Law [1728]. This states: ‘If there is no express right of prepayment, the borrower may not be entitled to prepay. It was held in Hooper v Western Counties and South Wales Telephone Co Ltd (1892) 68 LT 78 that debentures are not redeemable before the stated fixed date unless otherwise provided. An Australian court has delivered the same opinion in relation to a loan: Hyde Management Services (Pty) Ltd v FAI Insurances (1983) 144 CLR 541. But contrast Lancashire Waggon Co Ltd v Nuttall (1879) 40 LT 291, 42 LT 465, CA where it was held that a buyer under a hire-purchase agreement could prepay, and hence acquire title, by paying all amounts that would have fallen due until maturity.’ It is common practice for lenders to restrict prepayment of...

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FTT upholds disallowance of part of loan relationship loss on basis it was referable to period of non-UK tax residence (UK Care No 1 Limited v HMRC)

Tax analysis: In UK Care No 1 Ltd, the First-tier Tax Tribunal (FTT) considered the disallowance of imported losses provisions under section 327 of the Corporation Tax Act 2009 (CTA 2009). The FTT held that part of the loss in question (in an amount of c.£94m) was correctly disallowed on the basis it was referable to a period when the appellant was non-UK tax resident.

Amend and extend? Refinance? Restructure? Or enforce? Options for borrowers and lenders when a maturity cliff looms

Restructuring & Insolvency analysis: When the Bank of Scotland’s patience was finally exhausted, it exercised its rights under its loan and security documentation, resulting in the Telegraph Media Group being put up for sale. Against a backdrop of more expensive debt, what options might a borrower have when faced with an impending maturity date? And what tools might its lenders seek to use? Written by Matt Padian, partner and Joanna Charter, senior knowledge lawyer at Stevens & Bolton LLP.

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