Insights

After nearly 13 years since its original proposal, the U.S. Securities and Exchange Commission (SEC) has adopted Rule 9j-1, a set of anti-fraud and anti-market manipulation prohibitions specifically designed for policing misconduct in security-based swap markets.[1]

Participation agreements, in the form promulgated by The Loan Syndications and Trading Association, Inc. (LSTA), are widely regarded as dependable vehicles for conveying loan ownership interests from a lender to a participant as “true sales” in the United States.  But what if the underlying credit agreement describes the participation as a financing relationship between a lender, as debtor, and participant, as creditor?  The answer is unclear as a legal matter, and the existence of such language should give market participants pause if encountered in the loan origination or secondary trading contexts.

On March 5, the UK’s Financial Conduct Authority announced the dates on which USD and other LIBOR settings will cease to be published, officially marking the long-anticipated beginning of the end of a multi-year process to terminate LIBOR and transition markets to new benchmark rates. 

The recent unprecedented dislocation of the U.S. syndicated loan market has led to a resurgence of interest in loan total return swaps (LTRS). As prices of high-quality secured loans dropped precipitously in March following the outbreak of Covid-19, many market participants sought to take advantage of distressed prices while maximizing liquidity. LTRS provide investors with a flexible derivative product that, among other uses, allows leveraged synthetic exposure to the potentially undervalued loan asset class. During a time of market uncertainty and price volatility, it can be a valuable tool for distressed investors who understand its unique structure and features.