Sylvana Lee

Two continents separated by a common language? Harmonising US and European loans

Loan terms that were once predominantly a feature of US loan agreements have over the last decade been more frequently imported into European loan agreement. It has now become common in the European syndicated term loan B (TLB) marker to include "blended" terms, where English law loan agreements incorporate terms and concepts more typical of US loans. Differences do remain across the two markets, and  we will conduct a comparison exercise at the end of this article to show how key terms vary.

In addition, the contrasting legal and insolvency backdrop in the US versus European jurisdictions necessarily dictates structural differences in credit support and intercreditor frameworks. Drafting complexities can therefore arise if, for commercial reasons, a deal is documented using US terms for a European group, or vice versa, using European terms for a US-dominant group. Here, parties need to be alive to protections you may need to transplant from one set of market norms to another.