April 26, 2021 - written by Bridget Marsh. Today, we published the LSTA’s Guidance Note and Confidentiality Legends for Distribution of Syndicated Loan Marketing Materials. This new publication is an update to the 2003 publication on the same topic. Amongst other modifications, the Note was updated to reflect that sometimes Lender Presentations (“LPs”) are used to market deals instead of Confidential Information Memoranda (“CIM”).  As discussed in the Note, CIM and LPs provided to potential lenders under a syndicated loan are not only confidential but also may contain material non-public information (“MNPI”). Thus, it may be appropriate to develop an alternative CIM or LP that does not contain MNPI. Some potential lenders and lenders also trade in securities issued by the borrowers, and the Note recommends that those parties develop and comply with internal compliance procedures designed to ensure that confidential information they receive during primary syndication and after becoming a lender in the loan is used in compliance with contractual confidentiality obligations and applicable law.

The Note also includes a “Notice to and Undertaking by Recipients” that is to be signed by prospective lenders and a Form of Company Authorization Letter for CIM or LPs that may contain MNPI and a Form of Company Authorization Letter for those that do not.  Click here for a clean version of the Note and here for the Form of LP.

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Market Advisory on FIRPTA

The LSTA published a Market Advisory which discusses the implications of The Foreign Investment in Real Property Tax Act (“FIRPTA”).