Version 1.5 Syndicated Loan Product Architecture Contents Syndicated Loan Product Architecture .................................................................................................. 1 1 Syndicated Loan Product Scope .................................................................................................... 3 2 Syndicated Loan Product Overview .............................................................................................. 4 2.1 Business Description ............................................................................................................... 4 2.2 Business Flow ......................................................................................................................... 5 3 Overall Architecture....................................................................................................................... 6 3.1 Deal Summary ......................................................................................................................... 7 3.2 Facility Summary .................................................................................................................... 8 3.3 Loan Contract Summary / Loan Contract ............................................................................... 9 3.4 Facility Commitment and Loan Contract Position ................................................................ 12 3.5 Facility Notice Type .............................................................................................................. 13 3.5.1 Repayment Notice .......................................................................................................... 14 3.5.2 On-Going Fee Notice ..................................................................................................... 15 3.5.3 One-Off Fee Notice........................................................................................................ 17 3.5.4 Rollover Notice .............................................................................................................. 18 3.6 Pricing Change Notice .......................................................................................................... 19 3.7 Letter of Credit ...................................................................................................................... 20 3.7.1 Letter of Credit Issuance ................................................................................................ 21 3.7.2 Letter of Credit Balance Notice ..................................................................................... 22 3.7.3 Letter of Credit Amendment Notice .............................................................................. 23 3.7.4 Letter of Credit Termination Notice .............................................................................. 24 3.8 Loan Contract Notice Type ................................................................................................... 25 3.8.1 Drawdown / Rate Set Notice.......................................................................................... 26 3.8.2 Interest Payment Notice ................................................................................................. 27 3.9 Lender Position History Message ......................................................................................... 29 3.9.1 Lender Position History ................................................................................................. 30 Page | 1 Version 1.5 Version Date 16-Dec-2007 17-Dec-2007 Version 1.0 1.1 Editor Bhavik Katira Bhavik Katira 4-Jun-2008 1.2 Bhavik Katira 2-Aug-2008 1.3 Bhavik Katira 11-Aug-2008 12-Sept-2008 23-Sept-2008 14-Oct-2008 11-Nov-2008 24-Nov-2008 1.4 1.5 Bhavik Katira Bhavik Katira Comments Initial version created. Updated to reflect changes after initial coordination committee meeting. Updated to the latest version of the schema together with annotations. Updated all diagrams to new .png versions. Trial recommendation version. Updated the loan product hierarchy to inherit from Identified Asset instead of Product. Updated the loan contract identifier to summary. Overall architecture updated. On-going and one-off fee references to loan contract and L/C summaries. Projected interest amount added to interest rate period. Share amounts introduced to loan contracts. Event id added to Facility and Loan Contract notices. Rollover notice created. L/C notices created. New CommitmentAmount structure added to denote utilization details for the reconciliation object. Lender reconciliation message created. Price change notice created. Beneficiary can be a simple text rather than party reference. L/C Balance change notice – added draw flag and change amount. Updated LoanContractSummary to contain a choice of original amount or global and share loan contract amounts. Updated Page | 2 Version 1.5 1 Syndicated Loan Product Scope The syndicated loan business working group collectively decided to focus on designing one-way borrower-centric notifications for the phase 1 release of the standard. These notifications comprise most of the manual traffic that both agent banks and lenders must process on a daily basis. The syndicated loan working group extended FpML to cover: Syndicated Loan Notifications between Agent Bank and Lenders, including: o Facility Level Notifications Scheduled Principal Repayment Notice Unscheduled Mandatory and Voluntary Principal Repayment Notice On-Going Fee Notice One-Off Fee Notice o Loan Contract Level Notifications Drawdown Notice Rate Set Notice Interest Payment Notice One-Off Fee Notice In order to fully describe the notifications, it was necessary to design the following supporting object types, all of which are embedded within various notification types: ‘Short-form’ Product Definitions. These are summary objects which, in the future, will form the foundation for defining the ‘long-form’ loan product: o Deal Summary o Facility Summary Loan Contract Definitions. These objects describe the value of outstanding loan contracts at a given point in time. The outstanding loan balance fluctuates over the life of a facility. There are two variations designed: the short-form summary and the long-form version of the loan contract: o Loan Contract Summary o Loan Contract Lender Position Definitions. These objects describe the amount of a facility and loan contract that a single lender owns at a given point in time: o Facility Commitment Position o Loan Contract Position Page | 3 Version 1.5 2 Syndicated Loan Product Overview 2.1 Business Description A “Credit Agreement” is a legal document which outlines the various financing options available to the “Borrower(s)” (referred to with the credit agreement). The financing terms are structured within the document using a set of well-defined products. Within the loan industry a single credit agreement is referred to as a “Deal”. Within a deal there are one or more “Facilities”; in effect, each facility is a distinct credit line with its own notional limit. Within the secondary loan markets these facilities are often referred to as “Tranches”. In the FpML language, the business group preferred usage of the term, facility. Each facility can be “Utilized” up its notional limit. Utilization occurs with one or more “Loan Contracts”. A loan contract is a single instance of an actual borrowing made and is the source for generating the interest-based cash flows. The sum of the current outstanding loan contracts is what was previously referred to as the “Utilization Level of the Facility”. The balance of the loan contracts could be either static, amortizing/increasing over time or fluctuating on an intra-day basis (depends on the type of facility and the type of loan contract). Every credit agreement is managed by an “Agent Bank”. The agent bank is responsible for ensuring correctness of all cash flow to and from the borrower. Syndicated loans of this type are usually shared between groups of “Lenders”. The agent bank is also responsible for all lender cash flow. Page | 4 Version 1.5 2.2 Business Flow The diagram below represents the high-level flow within the syndicated loan product. The notices are used for communication of various business events by the agent bank to the lender community. Agent Bank originates Deal Agent Bank Syndicates Deal Funded Utilization Drawdown Notice Borrower makes interest payments Interest Payment Notice Rate Set Notice Repayment Notice Borrower redraws loan Loan Rolls Over L/C Balance Change Notice Breakage Fee (One-Off Fee) Drawdown Notice L/C Balance Change Notice Rollover Notice L/C Fee Notice Price Change Notice L/C Cancellation Notice Commitment Fee Notice Pricing Changes Due to Credit Environment L/C Fee Notice Facility Fee Notice Borrower repays loan L/C Issuance Notice On-Going Fees Utilization Fee Notice Borrower requests a new loan Unfunded Utilization Deal terminates Figure 1: Loan flow showing notice generation Page | 5 Version 1.5 3 Overall Architecture The diagram below provides an overview of the main objects introduced for this version of the syndicated loan product space. IdentifiedAsset Deal Summary Facility Summary Deal Facility (Credit Agreement) (Tranche) Loan Contract Letter of Credit (Funded Loan) (Unfunded Loan) Facility Commitment Position Loan Contract Summary LC Summary Loan Contract Position Loan Contract Notice Lender Position History Message Notification Message Facility Notice Pricing Change Notice Repayment Notice Rollover Notice LC Issuance Notice LC Balance Notice LC Termination Notice On-going Fee Notice One-off Fee Notice Rate Set Notice Drawdown Notice Interest Payment Notice Figure 2: Syndicated loan object hierarchy The Loan Contract and Facility Commitment Position objects do not inherit from any existing FpML structure, since they do not fit into existing definitions of any of the base objects. Page | 6 Version 1.5 3.1 Deal Summary The Deal Summary is a high-level representation of the credit agreement. Figure 3: Deal Summary (short-form) Page | 7 Version 1.5 3.2 Facility Summary The Facility Summary is a high-level representation of a single facility within a Deal (credit agreement). Figure 4: Facility Summary (short-form) Page | 8 Version 1.5 3.3 Loan Contract Summary / Loan Contract The Loan Contract has been defined in both short and long form. Not all aspects have been captured in each phase but this definition will expand as the standard progresses. Figure 5: Loan Contract Summary (short-form) Explanations: Although there can be multiple borrower against the loan contract, only the main borrower is shown for the purposes of loan contract identification. It is important to note that only the original amount of the loan contract is represented. This is the only value that remains constant and can be used for identification purposes. Page | 9 Version 1.5 This object reflects the full details of the loan contract, as currently defined. Embedded within the loan contract is the current interest rate period (see next page). Figure 6: Loan Contract (long-form) Page | 10 Version 1.5 Explanations: The loan contract must exist within a given facility/deal. The loan contract contains a “currentInterestRatePeriod”. This describes the underlying base and margin rates currently applied to the loan contract. This is core to the definition of the loan contract. Figure 7: Interest Rate Period Page | 11 Version 1.5 3.4 Facility Commitment and Loan Contract Position These objects are used to define the lender position at a given point in time. Figure 8: Facility Commitment & Loan Contract Position Page | 12 Version 1.5 3.5 Facility Notice Type This is an abstract object type that defines all fields which are common to facility-level notifications. Figure 9: Facility notice type base object Page | 13 Version 1.5 3.5.1 Repayment Notice This template can be used for scheduled, unscheduled (mandatory & voluntary) notices. Figure 10: Repayment Notice Page | 14 Version 1.5 3.5.2 On-Going Fee Notice Figure 11: On-Going Fee Notice Page | 15 Version 1.5 The on-going fee notification is dependent on the underlying value of the fee margin as well as the position held by the lender throughout the fee period. The business required us to provide this information within the Fee Accrual Schedule object, as shown below. Figure 12: Fee Accrual Schedule Page | 16 Version 1.5 3.5.3 One-Off Fee Notice This notice represents the scenario where one-off payments are made by the borrower. These payments may be associated with a facility or a specific loan contract or L/C level – the fee type will determine the level. Figure 13: One-off Fee Notice The optional loan contract summary provides a possible link for this cash flow to a specific loan contract. Page | 17 Version 1.5 3.5.4 Rollover Notice Figure 14: Rollover Notice Page | 18 Version 1.5 3.6 Pricing Change Notice Figure 15: Price Change Notice Page | 19 Version 1.5 3.7 Letter of Credit Figure 16: Letter of Credit Page | 20 Version 1.5 3.7.1 Letter of Credit Issuance The L/C issuance notice is a simple structure containing the entire letter of credit object to together with the facility notice header. Page | 21 Version 1.5 3.7.2 Letter of Credit Balance Notice Figure 17: Letter of Credit Balance Notice Page | 22 Version 1.5 3.7.3 Letter of Credit Amendment Notice Figure 18: L/C Amendment Notice Page | 23 Version 1.5 3.7.4 Letter of Credit Termination Notice Figure 19: L/C Termination Notice Page | 24 Version 1.5 3.8 Loan Contract Notice Type These notices are actions which take place against a specific loan contract. The loan contract notice generic type contains either the loan contract summary or full definition of the loan contract. Figure 20: Loan Contract Notice Type Page | 25 Version 1.5 3.8.1 Drawdown / Rate Set Notice This is a notification which alerts the lender community of an upcoming loan contract. The notice covers only a (vanilla) funded loan. Figure 21: Drawdown / Rate Set Notice Page | 26 Version 1.5 3.8.2 Interest Payment Notice These notices reflect the amount of interest due to a specific lender. Figure 22: Interest Payment Notice Page | 27 Version 1.5 It is important to highlight the Interest Accrual Schedule associated with each interest payment. Figure 23: Interest Accrual Schedule Page | 28 Version 1.5 3.9 Lender Position History Message Figure 24: Lender Position History Message Page | 29 Version 1.5 3.9.1 Lender Position History Figure 25: Lender Position History Page | 30
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