Banking & Finance

Our specialist Banking & Finance team holds a strong reputation for offering specialist and commercially applicable legal advice on a wide range of banking and debt matters.
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Banking & Finance

Our Banking & Finance team advises lenders and borrowers on financing transactions across a broad range of sectors, including fintech, healthcare, financial services and real estate. We provide commercially focused advice throughout the transaction lifecycle, from structuring and term sheet negotiations through to completion, including preparing and negotiating facility agreements, security documents and intercreditor arrangements. We have extensive experience advising on security structures, including debentures, share charges, legal mortgages and charges over intellectual property, ensuring lenders are adequately protected while delivering practical and efficient solutions for borrowers. Working closely with our Corporate, Commercial and Real Estate teams, we deliver seamless, joined-up support.

Asset-backed lending allows a business to borrow against the value of assets it already holds, such as property, plant and equipment, inventory or receivables, giving lenders the security comfort to extend facilities that might not otherwise be available on an unsecured basis.

We advise both lenders and borrowers on the full range of asset-backed structures, including receivables financing, invoice discounting facilities, and stock and equipment-secured lending. Our work covers the choice and structuring of security (fixed and floating charges, assignments and specific charges over identified assets), the perfection of that security at Companies House and, where relevant, HM Land Registry, and the drafting of the supporting facility and security documentation. We also advise on the practical issues that arise once a facility is live, including waivers, amendments, and what happens to security following a subsequent refinancing or sale of the secured assets.

Acquisition finance is debt raised specifically to fund the purchase of a company or its assets, and it sits at the intersection of banking and M&A.

We act for both borrowers (management teams, private equity sponsors and trade buyers) and lenders on the full spectrum of acquisition finance transactions, from single-lender facilities for smaller owner-managed business acquisitions through to LMA-based facilities with accordion features for larger, multi-stage buy-and-build strategies.

We negotiate facility agreements, intercreditor arrangements where there is more than one layer of debt, and the security package required by the lender, while working closely with the M&A team to ensure both workstreams complete simultaneously. For businesses pursuing an active acquisition strategy, we also advise on structuring facilities with sufficient headroom for follow-on acquisitions and assist a number of clients with the requirements for new acquisitions where an existing facility is already in place and funding the transaction.

Mezzanine finance sits between senior debt and equity and is typically used where a borrower has reached the limit of what a senior lender will provide but requires additional funding to complete a project, acquisition or development, without diluting equity to the same extent as a further equity raise.

We advise on the particular structuring issues associated with mezzanine debt, including subordination and intercreditor arrangements with the senior lender, warrants or equity kickers, payment-in-kind interest structures, and the enforcement mechanics that apply where there is more than one class of creditor with differing priorities.

We act for both mezzanine lenders and borrowers and regularly coordinate with senior lenders' counsel to ensure the layered debt structure works effectively in practice.

Our property finance team has experience in effectively handling transactions across a wide range of property transactions. We deliver a seamless and adaptable service that covers a broad spectrum of disciplines essential to present day real estate finance transactions. We advise on the most appropriate security solutions for our clients including bespoke finance where required.

The large team regularly acts for a variety of different lenders borrowers, developers, investors, care home owners and operators in addition to high net worth individuals

Our services includes advising on:

  • Property acquisition
  • Real estate investment finance
  • Short term loan funding
  • Prioritisation of loans
  • Sale and leaseback structures
  • Property refinancing.
  • Development finance
  • Secured Lending
  • Care home financing
  • Storage space financing
  • High net worth individuals buying or refinancing residential properties across the UK

Working in conjunction with our colleagues in our corporate and commercial teams , we also offer advice on loan agreements, floating charges, debentures, guarantees, security over building contracts and other finance documentation.

Key contact

Chris-Gemson-PNG
Chris Gemson
Partner, Corporate

What our clients say about us

Yavan and team supported us through the process ensuring we had the right level of guidance and regulatory control for every decision through this process, we felt fully supported and couldn’t have achieved the outcome without them.

Huw Phillips CEO (Buyline Ltd).

We instructed the banking team at Herrington Carmichael on a complex and difficult banking transaction with a tight turnaround. Yavan and Chris met the challenge and they helped us to understand the key sticking and contentious points with great clarity, and simplified the process for us. Chris and Yavan had a consistent focus on our end goal throughout, and worked hard to help us achieve it. It has been a real pleasure working with them, and I would not hesitate to recommend them!

Danny Pecorelli, Managing Director

Having worked closely with Yavan and the team for several years now, this re-finance project was particularly important for Futura – allowing us to continue with our steep growth trajectory without compromising our focus on service excellence and continual improvement. In such a fast-paced environment, it is essential for us to work with key strategic partners like Herrington Carmichael, who have a deep understanding of our business, people and aspirations.

Paul Ollerton, Chief Executive Officer of Futura Financial Services Group

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Meet our experts

Dedicated professionals ready to assist you.

hc_team-placeholder
Owais Imraan
Banking Paralegal, Corporate
Sam French PNG
Samuel French
Solicitor, Corporate
Zen-Marais-PNG
Zen Marais
Paralegal, Corporate
Chris-Gemson-PNG
Chris Gemson
Partner, Corporate
Yavan-Brar-PNG
Yavan Brar
Chief Executive Officer

Frequently Asked Questions

Find answers to your most pressing questions about our services and processes.

A lender may seek various forms of security to mitigate any risk associated with loans. The type of security depends on both the nature of the loan and the agreed terms between the parties. Some common examples include:

  1. Fixed and floating charges on assets
  2. Guarantees (personal and corporate)
  3. Pledges (for example: bank accounts)
  4. Assignments of contract
  5. Legal mortgages
  6. Third party security (for example, parent company guarantees)

A debenture is often a core component of a security package for a finance transaction, it is a security document which sets out the terms on which a security provider will grant security over all, or substantially all, of its assets to secure a loan or other liabilities. Typically, a debenture will create different types of security, such as: legal mortgages, fixed and floating charges and assignments.

A representation is a statement made before the agreement is entered into, serving as an inducement for a lender to enter into the contract. A warranty is a promise or assurance and is a term of the contract itself. There is a distinction between the two terms: a representation that is incorrect would entitle a lender, as a matter of law, to terminate the contract and seek damages. Breach of a warranty does not give this right – a lender will only have a right to damages and, if the term is of fundamental importance, rescission. However, contractually, the occurrence of a breach of either would in most circumstances constitute a default event under the loan documentation.

An intercreditor agreement sets out the priority and rights between two or more lenders secured against the same borrower, for example a senior lender and a mezzanine lender. It covers payment priority, standstill periods, and what each lender can and cannot do if the borrower defaults.

Senior debt is lower-cost, lower-risk borrowing that ranks first for repayment and is usually secured against specific assets. Mezzanine finance sits behind senior debt, carries a higher cost to reflect the increased risk, and often includes an equity element (such as warrants). However, it enables a borrower to raise additional funding without giving up as much equity as a further share issue would require.

Development lenders typically take a legal charge over the site itself, alongside step-in rights, assignment of building contracts and warranties, and monitoring surveyor sign-off linked to drawdowns at each build stage. The exact security package will depend on the lender, the loan-to-value/loan-to-cost ratio, and whether other finance, such as mezzanine debt, sits behind the senior facility.