Finance & Banking Advisory

Continuous changes in monetary policies, escalating interest rates, and tightening credit regulations create enormous challenges for the corporate sector. Three bottlenecks recur most often:

• Deadlocks in fundraising channels: over-reliance on traditional bank credit while lacking capacity to access alternative capital streams such as Private Equity, Corporate Bonds, or international syndicated loans
• Debt structure crises: excessive use of financial leverage, using short-term debt to finance long-term assets, risking breach of financial covenants and default
• Risks from one-sided financing contracts: credit institutions often impose boiler-plate contracts with strict collateral and debt recovery clauses, pushing risk onto the borrower

Sustainable fundraising strategy advisory

• Corporate bonds: comprehensive advisory from developing the issuance plan and reviewing eligibility, to drafting the Prospectus and disclosure documents in compliance with the Securities Law
• Equity financing: structuring funding rounds from VC or PE funds; drafting and negotiating NDAs, Term Sheets, and SPAs
• Equity restructuring: advising on increasing charter capital, issuing dividend preference shares or redeemable preference shares without losing management control

Debt restructuring and crisis management

• Rescheduling negotiation: representing the business with commercial banks and bondholders to request extensions, deferment, or waivers/reductions of penalty interest
• Debt-to-equity swap: valuing the debt, structuring the swap ratio into shares, and executing legal procedures to recognize the new shareholder status
• Asset liquidation and cash flow protection: selling non-core assets and executing project transfers to quickly recover cash flow to settle high-interest bad debts

Structuring complex financing and credit transactions

• Syndicated loans: advising and drafting LMA-standard contract suites for cross-border syndicated loans, defining rights, payment priorities, and collateral handling among co-financing banks
• Project finance: designing cash-flow based financing structures, especially for infrastructure, renewable energy, and real estate, reviewing legal “bankability”
• Perfection of security arrangements: drafting complex mortgage and pledge agreements and registering secured transactions with state agencies

• Breach of financial covenants: credit contracts often require a certain debt-to-equity or current ratio – violation gives the bank the right to recall debt prematurely, triggering a technical default
• Loss of collateral: loose collateral handling clauses can create loopholes for banks to undervalue and seize core assets
• Personal risks for the Board of Management: personal guarantees, if not clearly limited, can affect family assets when the company faces risk

IVLF’s legal team cross-checks every word in the credit contract, embedding defensive clauses to establish an equal negotiating position for your business.

• Convergent mindset (law & finance): our team are lawyers well-versed in State Bank and SSC regulations, and sharp minds in corporate finance – speaking the same language as CFOs and Chief Risk Officers
• Multinational practical experience structuring international bond issuances and syndicated loans worth tens of millions of dollars
• Extensive partner network with major commercial banks, investment funds, securities companies, and top auditing firms

Frequently asked questions