![]() ![]() With physical offices in New York and an extended network of agents throughout the US, they are devoted to helping clients receive what they are owed while also providing exemplary customer service. They specialize in collecting debts across numerous industries-from healthcare and government to financial services and telecommunications. Phoenix Financial Services is a debt collection agency that has been around since 2006. Lastly, a strong security position can reduce the risk profile of a debt instrument, making it less susceptible of characterization as a security.Phoenix Financial Services: Who are they and what do they do?.Customary restrictions on lender assignments should apply (e.g., minimum dollar-amount assignment thresholds, prohibitions on assignments to natural persons, administrative agent, and borrower consent requirements) to avoid the appearance of an offering to the general public and.Syndicate members should represent that they are sophisticated, commercial lenders and that they have conducted their own credit analysis and due diligence.Credit agreements should state unambiguously that the contemplated credit facilities serve a commercial purpose.Lenders should generally avoid using “investment” and “securities” terminology (e.g., “investor,” “return,” “security,” “broker,” etc.) in marketing materials, commitment letters, and loan documents.Kirschner nevertheless offers some practical guidance for lenders to consider to help avoid securities characterization in loan syndications: Different fact patterns and other analytical frameworks may produce different outcomes. Rather, it considers a particular loan structure through one analytical framework. It does not establish that all syndicated loans are necessarily outside the scope of federal and state securities laws. Although the case has reaffirmed general market understanding that loan syndications are not securities, the decision is narrower than it seems. Kirschner was closely watched for its potential to disrupt the domestic syndications market. Existence of any other risk-reducing factors that may render application of securities laws unnecessary.Īpplying the factors to the notes at issue, the court reasoned that the syndicated interests bore “a strong resemblance” to commercial-purpose loans – a category of debt that the Second Circuit has recognized that is not a “security.” Accordingly, the court held that the subject notes were not “securities” for purposes of the plaintiff’s state-law securities claims.Reasonable expectations of the investing public and.Plan of distribution of the instrument.Motivations of the parties engaging in the “purchase” and “sale” of the instrument.As interpreted by the Second Circuit, these factors are the: 2 The test directs courts to examine a debt instrument across four factors to determine whether, on balance, the instrument has been issued in an investment context (and thus, a security) or in a consumer or commercial context (and thus, not a security). To analyze the notes, the court employed the “family resemblance” test established by the United States Supreme Court in Reves v. The defendants argued that the notes were not securities and thus, not subject to state securities laws. The plaintiff had alleged that the defendants had made multiple misrepresentations and omissions to prospective lenders in connection with the loan in violation of state “Blue Sky” laws. 1 At issue in the case was whether promissory notes issued in connection with a $1.775B syndicated term loan constituted “securities” subject to state-law securities claims. Court of Appeals for the Second Circuit rendered its decision in Marc S. By Michele Sabo Assayag and Christopher R.
0 Comments
Leave a Reply. |
AuthorWrite something about yourself. No need to be fancy, just an overview. ArchivesCategories |