Governance & Control Risk in Syndicated Deals

Yes, governance can be hardened through targeted amendments, side letters, and intercreditor re-alignment. We prioritise high-impact levers such as consent thresholds, enforcement sequencing, and standstill mechanics. By aligning lender incentives and clarifying decision routes, we materially improve control without reopening the entire facility. The focus remains on securing authority where it matters most.

Sponsor control is preserved through a combination of covenant design, consent frameworks, and contingency planning for distress. We define what requires lender approval, what remains within sponsor discretion, and how defaults or waivers affect board and ownership rights. In parallel, we pre-wire realistic restructuring routes that avoid unnecessary loss of control. This preserves sponsor leadership while remaining bankable for lenders.

The security agent is the operational gatekeeper of enforcement, but its powers depend entirely on how the documents are drafted. We structure agent mandates, instructions mechanics, and protections so that enforcement can be triggered with clarity and executed without intra-lender disputes. When weaknesses exist, we redesign the agency framework to match the intended power structure. This ensures that security can actually be used when required.

Club deals concentrate power in fewer hands, but informal relationships can obscure formal governance. We formalise those dynamics into clear voting, consent, and transfer mechanics that are enforceable, not just understood. In broadly syndicated loans, we focus on scalable governance frameworks that prevent fragmentation and holdouts. In both cases, the objective is the same – known decision-makers, defined processes, and predictable outcomes.

Boards and investment committees mandate us when the transaction outcome depends on who controls decisions in stress, not only on pricing. This includes large capex projects, leveraged acquisitions, refinancings with multiple lenders, and any situation where enforcement or restructuring is plausible over the life of the facility. We enter before documents are locked or when distress first signals, not after defaults escalate. At that point, control can still be engineered rather than litigated.