Westminster & Partners / Expertise
Finance
Financing documents that reflect the commercial agreement.
The headline amount and interest rate are only the starting point. A financing also determines when money is available, how the business may operate, what information must be supplied and what happens when circumstances change.
We help businesses, founders and private capital participants assess and document a proposed financing: the principal agreements, supporting approvals and the steps required for completion.
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Advice for borrowers and lenders
For borrowers. We examine how the terms interact with the business plan: use of funds, drawdown conditions, repayment, information requirements, covenants, business restrictions, prepayment and events of default. We identify negotiation priorities and management's continuing obligations.
For lenders and private capital providers. We focus on borrower and guarantor obligations, information rights, conditions, protections and the proposed security package. The applicable regulatory perimeter, scope, conflicts and permissions are assessed before instructions are accepted.
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Core areas of work
Bilateral corporate and private lending
We support the negotiation and documentation of business loans, bilateral facilities and privately negotiated debt. The legal work may include the term sheet, facility or loan agreement, guarantor arrangements, corporate approvals and ancillary documents.
We check that the documents capture the agreed commercial terms consistently and flag material additions or departures, including restrictions that could affect the business's ability to operate.
Commitment and drawdown are distinct. The agreed legal scope identifies whose interests are represented and the conditions that must be satisfied before funding.
Shareholder, founder and intra-group loans
Financing from an existing owner or group company still needs a clear record. We document principal, interest, maturity, repayment rights, subordination where relevant, and the relationship between the loan and the company's equity arrangements.
The scope also identifies corporate approvals, conflicts and any dependency on existing financing. Tax treatment, transfer pricing, accounting and solvency analysis are addressed with the appropriate specialists rather than assumed from the drafting of a loan agreement.
Repayment, priority, interest and the relationship with shareholder rights need to work together in a shareholder loan.
Acquisition and growth-financing workstreams
We coordinate the legal financing work with an acquisition or investment timetable. This includes aligning conditions, availability of funds, borrower and guarantor entities, releases of existing arrangements and completion deliverables with the corporate transaction.
For a complex leveraged or multi-lender structure, the engagement identifies the specialist finance counsel required and our agreed role.
Convertible and venture-financing documentation
Where a proposed financing combines debt and equity features, the documents need to work together. We can scope review of convertible loan terms, conversion events, maturity, repayment, discounts or valuation caps, investor consents and the interaction with the company's articles and shareholder arrangements.
Venture-debt proposals may also involve warrants, security or financial covenants. We assess those elements within the agreed mandate, with specialist input where required, and identify their implications for the wider documentation.
Conversion mechanics, valuation treatment, maturity and investor rights determine how financing affects future ownership.
Amendments, waivers and consents
A business may need a maturity extension, revised repayment profile, additional headroom, permission for an acquisition or a change to its ownership or assets. We review the relevant provisions, identify consent dependencies and help document the agreed change.
The scope may include an amendment agreement, waiver, consent letter, revised guarantees or security-related confirmations and supporting board approvals. If financial distress or enforcement is involved, we identify the need for specialist restructuring or contentious advice. Litigation and enforcement proceedings are outside this offering.
Guarantees, security and priority arrangements
We help define the proposed guarantee and security package and coordinate its legal documentation within the agreed jurisdictions. This may involve identifying assets, third-party consents, existing charges, releases and relevant filing or perfection steps with qualified local or specialist counsel.
Where more than one creditor is involved, the transaction may also require priority or intercreditor arrangements. Advice on enforceability, foreign-law security, insolvency effects and legal opinions is provided only by appropriately qualified advisers under an expressly agreed scope. A security document is not a guarantee of repayment.
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From term sheet to completion
The work plan gives each decision and deliverable an owner.
- Structure and scope: parties, purpose, existing debt, jurisdictions, professional and regulatory requirements.
- Document review: a concise list of material terms, departures and decisions before detailed negotiation.
- Supporting work: approvals, conditions precedent, guarantees, security and any specialist opinions or consents.
- Completion: a conditions checklist, coordinated signatures and the agreed documentary handover.
- After completion: a record of reporting, consent, repayment and other continuing obligations for the client to administer.
Deliverables may include a term-sheet review, negotiated agreements, board resolutions, conditions-precedent tracker and closing set. Loan administration and continuing covenant monitoring are not included unless separately agreed and appropriate.
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Working alongside your other advisers
We coordinate legal documentation with management, accountants, tax advisers, corporate finance advisers and other counsel. We do not provide credit decisions, valuation opinions, investment recommendations, debt brokerage, capital placement, fund management or assurances that funding will be obtained.
For fund vehicles and regulated financial businesses, we coordinate the financing workstream with the relevant fund-formation and Financial Services Regulation advice.
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Questions clients ask
Can you review a lender's documents without renegotiating everything?
Yes, a targeted review can identify the provisions most relevant to the proposed use of funds and the business's operating needs. We agree what is reviewed, what is excluded and whether negotiation support is required.
Can you obtain financing or introduce lenders?
This page describes legal advice and documentation, not a brokerage or capital-raising service. The client or its appointed, appropriately authorised financial adviser remains responsible for sourcing and evaluating funding.
Do you cover security outside England and Wales?
Only through an expressly agreed allocation of work with appropriately qualified counsel. The assets, obligors, governing law and relevant jurisdiction determine what specialist advice and completion steps are needed.
Can you advise both the lender and the borrower?
Not as a default arrangement. Their interests may differ materially. We assess conflicts and confirm whom we represent before accepting instructions.
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Commercial focus
Understand what the financing permits, what it restricts and what must happen before funds can be made available. We focus on the obligations over the life of the facility, not simply the headline amount.
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Next step
Start with a brief, non-confidential outline of the proposed parties, funding purpose, jurisdiction and timetable. We will identify the documents, decisions and specialist input needed to scope the legal work.