The “holdings” in the loan are sold by the main financial institution (FI) to other FI`s. A separate contract, called the loan participation contract, is structured and agreed by FI. Loan holdings can be either pari passu with identical risk sharing for all borrowers, or on a senior/subordinate basis, if the primary lender is paid first and the subordinated stake is paid only if there are still sufficient resources to make the payments. These priority/subordinated holdings can be structured on the basis of either LIFO (Last In First Out) or FIFO (First In First Out) (see FIFO and LIFO account). With respect to syndicated loans, which generally does not appear in the context of an equity, it is that a member of the credit group is experiencing financial difficulties or is unable to meet its obligations under the credit contract. A default by one of the lenders does not remove the obligation for the remaining lenders to make advances in accordance with the credit agreement, as required by the borrower. To deal with this situation, the syndicated loan agreement will generally allow the borrower to compel the defaulting lender to terminate its loan obligation or to reject its commitment to other lenders or a third party. However, if the defaulting lender is bankrupt, the forced transfer of the authorization of the bankruptcy proceedings would be necessary. In the case of a defaulting lender, the lender`s risk is limited, as the credit contract generally provides that the borrower is required to immediately repay all advances from the representative on behalf of the defaulting lender. As part of a partial capitalization stake, the existing lender determines the amount of the loan in which it wishes to participate, and then receives a deposit from a new lender up to the loan. The lender making the deposit is referred to as a “sub-participant.” The main provisions of the participation agreement include, among other things, the voting rights of the lender and other rights and obligations of each party in terms of participation, representation of sellers and guarantees, rules of delegation and recovery or redemption of the transferred fund.
Pre-2009 loan holdings often included last-in-first out (LIFO), first-in-last-out (FILO) or other accounting options, which were credit-participation structures used by major banks to facilitate the sale of credit holdings. However, these types of accounting structures and structures do not meet the current requirement that ownership of the holdings be pro-rata. When arreverising a particular credit agreement, lenders should assess the different credit structures and the benefits and risks associated with them. Financing from several lenders offers lenders the opportunity to share credit risks with other lenders and diversify their loan portfolios using other credit options. Loan holdings allow a lender to participate in a credit contract without interrupting credit control and announcing its presence to the borrower and the global credit market. Syndicated loans offer other lenders direct rights against the borrower and are structured to facilitate the management and use of large or complex loans. In order to ensure that a lender can structure a credit facility to meet its needs and properly protect its rights, it is of the utmost importance that a lender be aware of the most important differences between equity and credit systems, especially when the underlying credit is in trouble. It is important that, notwithstanding the participation in the loan, the borrower remains directly liable to the original lender under the credit contract between the original lender and the borrower.