In many cases, as a part of our transaction advisory, capital fundraising advisory, M&A and privatization advisory and workout & restructuring advisory service mandates or responsibilities include the drafting, negotiation, amendment and revision of financing agreements and associated financing term sheets that we prepare on behalf of our public sector or private sector clients. DCS experts are comprised of veteran lawyers, bankers, corporate executives and financial advisors who have decades of global experience with financing agreements and we are also quite familiar with international norms and practices, as well as the environmental, social and health and human safety requirements from many of the International and Development Financing Institutions (IFI/DFI), Equator Principals and other requirements that often need to be considered, in situations where IFI/DFIs and other international lenders are providing support. Of course, the construction and service agreements will also need to conform to our client's own applicable laws and regulations.

DCS advisors have a great deal of experience in drafting and negotiating financing term sheets and agreements on behalf of our public sector, private sector, lender and IFI/DFI clients in many different contractual settings. We can assist our clients in drafting and negotiating all construction and services contracts, either in the context of a competitive tender or in the case of a negotiated transaction framework. The multi-faceted DCS advisory team is prepared to lead all financing agreement and term sheet negotiations relating to all legal, technical, commercial/ financial aspects of the transaction. In a competitive tender situation, where we are providing tender structuring and management services, we will coordinate both the drafting and negotiation of the tender documentations (RFEI/RFQ/RFP packages) as well as the financing agreements and term sheets (in cases where our client is arranging the financing and/or provide stapled financing). The following are a few of the most common types of financing agreements (and related term sheets) that we typically draft, amend, revise and negotiate on behalf of our clients:

Loans, Line of Credit & Revolving Credit Facility Agreements. The loan agreements and term-sheets et forth all relevant terms, conditions and pricing of all loans, lines of credit and revolving credit facilities. In cases where there are multiple lenders in a specific class or tranche of debt, we prefer to standardize the loan agreements between the different lenders. When we are representing either the lender or the borrower, we prefer to begin negotiating commitments using our own detailed term sheet of the key terms, conditions and pricing that will be used in the loan, line and revolver agreements. These term sheet will evolve into full form loan, line and revolving credit agreements.

Letter of Credit and Bank Guaranties. In many contractual structures that we advise on, the borrower will be required to procure and maintain high-rated liquid bank letters of credit and/or bank guarantees, to provide sufficient security against payment or performance default. Accordingly, in many case when we are representing either the lender or the borrower, we prefer to begin negotiating commitments using our own detailed term sheets which contain the key terms, conditions and pricing that will be used in the letter of credit or guaranty agreements. These term sheet will evolve into full form letter of credit, guarantee associated reimbursement agreements.

Bond Agreements. In situations where bonds may be used as part of the capital structures, there will be a suite of agreements used in connection with the bonds, which typically includes a bond offering memorandum (pre-offer and final) or bond placement memorandum, bond purchase and sale agreement (BPSA), a trust indenture, guarantee agreement and a collateral security agreement. In cases where we are advising borrower/issuer, guarantor or investors (in a private placement), DCS will lead the drafting of all bond agreements (but may rely on outside bond counsel and potentially underwriter's counsel). The bond agreements will typically be drafted in full form when negotiating terms and conditions with potential bond investors and credit rating agencies.

Hedging Agreements. To the extent that any hedging agreements (such as swaps, caps, collars, floors, forwards) are utilized each contract will have a separate agreement. Many of the "over the counter" derivatives trades utilize standardized documentation and term sheets. In most cases an International Swap Dealers Association (ISDA) term sheet will apply.

Collateral and Security Agreements. All pledged collateral and security instruments comprising the security estate of lenders will be part of the collateral and security agreement. When we are representing either the lender or the borrower, we prefer to begin negotiating commitments using our own detailed term sheet of the key terms, conditions and pricing that will be used with respect to collateral and security agreements. These term sheet will evolve into full form collateral and service agreements.

Intercreditor Agreements. In the case where there may be multiple classes of lenders (and potentially also bondholders), there will need to be an intercreditor agreement negotiated amongst the various lender classes. In some cases there may be multiple liens and classes of senior and subordinated financing; there may be commercial banks, export credit agencies (ECA), bondholders and vendor financiers. The intercreditor agreement handles issues such as claims on secured assets, lender voting rights, pre-payment/call redemption allocations, etc. When we are representing either the lender/bondholders, we prefer to begin negotiating commitments using our own detailed term sheet of the key terms, conditions and pricing that will be used with respect to intercreditor agreements. These term sheet will evolve into full form intercreditor agreements. In some cases where there are many different and diverse class of lenders, negotiating an intercreditor agreement can become unwieldy. DCS advisors have a great deal of experience in successfully negotiating these agreements.

Lenders' Direct Agreement (LDA). In most cases where there my be an "ultimate sponsor" of a project, such as a government or utility offtaker (which are contractual counterparties to the borrower under transaction/project agreements), it is common for lenders to require an LDA directly with the ultimate sponsor. The DLA typically deals with items such as lender and ultimate sponsor step-in and step-out rights, cure periods, termination/buy-out provisions and related provisions in the event of a borrower default. When we are representing either the borrower, the lender or the ultimate sponsor, we prefer to begin negotiating commitments using our own detailed term sheet of the key terms, conditions and pricing that will be used with respect to LDAs. These term sheet will evolve into full form LDA.

Shareholders' Agreements. Shareholder agreements govern agreements amongst the equity owners of a company and the commitments and responsibilities of the shareholders to one another. The shareholders agreements will typically be drafted in full form when negotiating terms and conditions between and amongst the shareholders.

DCS advisors are able to provide financing agreement drafting and advisory services on a stand-alone basis on behalf of clients who are pursuing a PPP/P3, project financing, capital fundraising, and workout & restructuring transactions. In most cases, as the construction and service contract drafting services will be only one element of a larger project delivery program, DCS will also be providing numerous other complementary transaction advisory services in relation to other transaction elements. Our preference is always to provide such comprehensive transaction advisory services and coordinate all elements of the transaction, including contract or construction and service contract drafting and advisory services on behalf of our clients.

Under any financing agreement drafting and advisory services mandate, DCS will draw from our vast global network of veteran industry expert advisor affiliates and our relationship consultants in order to assemble the most appropriate team to match the specific needs of the transaction at hand. This will always include leadership of DCS affiliate experts who possess decades of global public and private sector experience related to the specific sector and transaction type. In any financing agreement drafting and advisory services mandate, our preferred role is always to serve as the lead project/program manager. Within this role we are also able to assist in the selection and procurement (or subcontracting) and management of the other advisors and consultants, including local and international legal, technical, tax, insurance/risk, commercial advisors or other specialized advisors, as the specific transaction may require. To the extent that other third-party advisors are required, there are many value added advantages of allowing DCS to assist in the procurement of these advisors. First, DCS expert affiliates themselves possess many of the legal, technical, tax, insurance/risk and commercial skill sets and we are best positioned to determine which additional outside third-party skill sets are required and which firms or individuals should be hired in these roles. Secondly, financing agreement drafting and advisory services requires the organizational management and coordination of many simultaneous workstreams. DCS advisors are experts in project and program management services and are ideally suited to manage and coordinate a multi-dimensional advisory team most efficiently and effectively.

Complementing our comprehensive finance agreement drafting and advisory services, DCS advisors offer the following complementary advisory services that may be applicable, dependent on the specific transaction situation.

DCS experts provide comprehensive finance agreement drafting and advisory services in the following sectors that we specialize in. Please click on the below links to learn more about the sectors that we cover: