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    Please use this identifier to cite or link to this item: http://nccur.lib.nccu.edu.tw/handle/140.119/131514

    Title: 國際聯合貸款交易之實務操作及風險管理: 以隱名參貸為研究核心
    Industry Practice and Risk Management for International Syndicated Loan Transactions: Focusing on Sub-Participation Arrangement
    Authors: 楊恩柔
    Yang, En-Jou
    Contributors: 張冠群
    Chang, Kuan-Chun
    Yang, En-Jou
    Keywords: 國際聯合貸款交易
    international syndicated loan transaction
    coordinating arranger
    secondary loan market
    Loan Market Association
    Asia Pacific Loan Market Association
    Date: 2020
    Issue Date: 2020-09-02 11:51:04 (UTC+8)
    Abstract: 國際聯貸案乃國際間企業頻繁使用之融資方式之一,而聯合交易已於世界各地運行數十年之久,係一發展成熟之交易模式,而我國之金融機構亦長期以不同之角色參與國際聯貸交易。然而,實務上不乏出現借款人違約之情事,可能是借款人最終無資力償還貸款之單純民事違約事件;亦可能為借款人惡意詐貸之刑事案件,然而,無論何種違約態樣均導致籌組聯貸案之行政方或提供貸款之融資方於參與國際聯貸案時,於各時期面臨各種不同態樣之風險。


    The international syndicated loan transaction is one of the financing methods which is commonly used by enterprises globally. This kind of syndicated arrangement has been adopted around the world for decades and is already a mature and well-developed transaction model. Financial institutions in Taiwan also have been participating in the international loan market via different roles for a long period of time.

    In practice, as long as there’s a loan transaction, there will always be the possibility of borrower’s default. It can be either a purely civil matter that the borrower has financial difficulties which makes it fail to repay the loan; or it can involve criminal liabilities that the borrower maliciously defrauds the syndicated lenders. However, in either way, it leads to the same consequence that both the administrative party, who arranges the loan; and the finance party, who commits a loan amount, will be exposed to various risks when becoming one of the parties of a syndicated loan transaction.

    In an international syndicated loan arrangement, it covers a wide variety of legal issues, such as whether there’s any ambiguities in the clauses of the facility agreement, whether the agreement is clear and comprehensive enough to serve as a binding document among parties, whether there is any transactions or arrangements that is restricted or prohibited by the facility agreement, whether a lender can rely on others to carry out its due diligence, what is the legitimate timing for entering into secondary loan market, how to proceed a secondary loan market arrangement, is there any restrictions on the identity of the counterparty for said deal, whether a lender has a disclosure obligation to share the information of said arrangement…etc. In fact, if there’s no default, then any of the aforementioned will never become an issue. On the contrary, once there’s an event of default, the parties will focus on all the details of any relevant or even irrelevant events, arrangements, facts that happened during the course of the deal or even post of the deal. For example, in the secondary loan market, many lenders tend to engage to sub-participation to manage its funds and risks because it is more convenient, efficient and most importantly, is an anonymous arrangement. Given sub-participation is a separate and independent deal, the details of how to proceed the arrangement usually will not be stipulated in the facility agreement and therefore, any arrangements of sub-participation can easily be twisted, misinterpreted and be examined through a magnifying glass after borrower’s default.

    Accordingly, this article will introduce the contractual relationship among parties, important terms / clauses in transaction documents, and further elaborate the legality, feasibility, practice and relevant legal issues of secondary loan market transactions. The focus will be on sub-participation arrangement based on industry practice and relevant transaction documents of a syndicated loan transaction. This article will also touch on parties’ rights and obligations and analyze the risks and difficulties one may face when involving in the international loan market.
    Reference: 一、中文部分


    1.Michael Bellucci and Jerome McCluskey (Second Edition, 2017). The LSTA’s Complete Credit Agreement Guide.
    2.Roy Goode, (Third Edition, November 2, 2004). Commercial Law.

    1.Asia Pacific Loan Market Association (APLMA), 2015 Thomson Reuters League Tables and Wrap up, (December 31, 2015).
    2.Asia Pacific Loan Market Association (APLMA), Debtwire: 2019 APAC (ex-Japan) Loans League Table Report (2019).
    3.Asia Pacific Loan Market Association (APLMA), APLMA Mandate Letter (Best Efforts), (28 August 2018).
    4.Asia Pacific Loan Market Association (APLMA), Single Borrower, Single Guarantor, [Hong Kong Dollars]/[Single Currency] Term Facility Agreement (Hong Kong Law), (27 December 2018 version).
    5.Hong Kong Monetary Authority (HKMA), Supervisory Policy Manual CR-S-2 Syndicated Lending, (V.1 – 29.06.01).
    6.Loan Market Association (LMA), Guide to Syndicated Loans & Leveraged Finance Transactions, (2013 October).
    7.Loan Market Association (LMA), Guide to the Secondary Loan Market Transactions.
    8.Loan Market Association (LMA), LMA Funded Participation Agreement, (29 October 2018 version).

    1.Dr. Eva Reudelhuber, LMA, Introduction to Syndicated Lending, (2016)
    2.Thomson Reuters, Practical Law – Sub-participation, (Resource ID: 1-107-7333), (2017).
    3.Thomson Reuters, LPC - 2011 Asia Pacific loan volume / league tables, (December 31, 2011).

    1.Asia Pacific Loan Market Association (APLMA), List of Members,
    https://www.aplma.com/en/membership/associate-member (last visited on April 12, 2020).
    2.Lexis Practical Guidance (Lexis®PSL), Banking & Finance / Lending: Syndication and transfer of loans / Transferring a loan by sub-participation
    https://www.lexisnexis.com/uk/lexispsl/bankingandfinance/document/391290/55KX-XBB1-F185-S107-00000-00/Transferring_a_loan_by_sub_participation (last visited on May 23, 2020).
    Description: 碩士
    Source URI: http://thesis.lib.nccu.edu.tw/record/#G0103358017
    Data Type: thesis
    DOI: 10.6814/NCCU202001549
    Appears in Collections:[風險管理與保險學系 ] 學位論文

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