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Documentation Reports

 

**NB The Documentation Report updated June 2024 and the Facility Agreement Pre-Drawdown Confirmation updated in February 2023 to reflect the bank's updated requirements. See further details below.** 

In relevant transactions for certain business teams, the bank will require panel firms to provide a Documentation Report or a Facility Agreement Pre-Drawdown Confirmation on the facility documentation produced by the panel firm. 

If a panel firm is being instructed by a business area which requires a Documentation Report or a Facility Agreement Pre-Drawdown Confirmation, this will either be referred to in the instruction letter for the transaction or otherwise confirmed to you by the relevant deal team. 

The Facility Agreement Pre-Drawdown Confirmation should be completed where the facility agreement has been drafted on the basis of a bank standard form.  The Documentation Report should be completed where the facility agreement has been drafted on an alternative basis (e.g. LMA or law firm template).  Both the form of Documentation Report and form of Facility Agreement Pre-Drawdown Confirmation are available through the links below. 

Where a panel firm is instructed by a business area which requires a Documentation Report or a Facility Agreement Pre-Drawdown Confirmation, the following sets out the bank’s requirements in relation to completion of the reports:  

 

  • Ancillary Facilities.  If the facility document is an ancillary facility you should note that the bank’s requirements vary as follows:
    •     “Carve-out” ancillary facilities.  Where the facility document is an ancillary facility in the sense of being carved-out from the bank’s commitment under a separate senior facilities agreement, you will not be expected to complete a Documentation Report or a Facility Agreement Pre-Drawdown Confirmation (as applicable).
    •     Other ancillary facilities. Where the facility document you have been instructed to draft is an ancillary facility in any other sense other than the above (for example where (i) the facility document is designated as a “Finance Document” (or similar/equivalent term) for the purposes of a separate senior facilities agreement but is not a carve-out facility or (ii) the facility document is an extra line of credit which runs alongside other lending but is standalone in the sense that it is not designated as a “Finance Document” under a separate senior facilities agreement) you should complete all relevant sections in the Documentation Report or Facility Agreement Pre-Drawdown Confirmation (as applicable).

 

  • Amendments/Amendments and Restatements. Where a panel firm receives an instruction to amend or amend & restate an existing facility agreement, you should note the following requirements:
    •     Where either (a) the existing term of the facility is being extended by 364 days or more by the amendment/supplemental documentation or (b) new/additional loans or increased commitments are being made available through the amendment/supplemental documentation please complete the relevant form of Documentation Report or a Facility Agreement Pre-Drawdown Confirmation (as applicable) in full by reporting on the terms of the facility agreement as amended by the amendment/supplemental documentation.
    •     Where the existing term is not being extended at all or it is being extended but for less than 364 days, the bank will not generally require a Documentation Report or a Facility Agreement Pre-Drawdown Confirmation.  However, if the amendment/supplemental documentation will amend the existing facility agreement in such a way that will create a breach of the Bank’s minimum requirements (i.e. it would move the facility agreement from a position which is compliant with the Bank’s minimum requirements as set out in the relevant Documentation Report or Facility Agreement Pre-Drawdown Confirmation to a position which is non-compliant) the bank will require a Documentation Report or Facility Agreement Pre-Drawdown Confirmation to be completed but only insofar as is necessary to highlight the new breaches of the bank’s minimum requirements.  In such cases, you need only answer the questions which are relevant to highlighting the new breaches, and you may mark the other questions as N/A. For the avoidance of doubt, in these circumstances, panel firms are not expected to report on any historic minimum standard failings which already exist in the existing facility agreement.  

 

The Documentation Report and Facility Agreement Pre-Drawdown Confirmation will be updated by the bank periodically to reflect any change in the bank’s requirements.  Panel firms should always ensure they are working with the most recent version of the report (which will be available from the relevant deal team or through this website) and are therefore advised not to re-use templates which firms may have previously saved locally. 

*The Documentation Report (last updated June 2023) and Facility Agreement Pre-Drawdown Confirmation (last updated February 2023).  To assist law firms identify the changes made to the bank's requirements, please see attached marked up versions of these documents against the templates in prior use:

 

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