Acquisition of receivables under a loan agreement and transfer of securities to a non-bank entity

Experience / 24.06.2022

The Law Firm’s attorneys and advocates provided the Client with legal services including comprehensive support in a complex and multi-stage project related to the transaction of the Client’s acquisition from a bank of receivables arising from a credit agreement and the transfer of all securities previously established in favour of the bank to secure the repayment of the credit. The value of the transaction oscillated around PLN 100 million.

The case was unusual and complex as it concerned a credit which had been granted in the past by a consortium of several banks (i.e. an agreement was concluded and the credit was paid out in full to the borrower), while the Client – the purchaser – was an entity that was not a bank. The above implied numerous doubts arising from the legal nature of the credit agreement and the provisions of the banking law, according to which only an entity with the legal status of a bank or another entity legally authorised to grant credit may be the grantor of a bank loan. One of the issues to be resolved was whether it was possible to transfer the bank’s rights and obligations under the loan agreement to a non-qualified entity (a non-bank), or whether a different legal structure was permissible, such as, i.a., an assignment of the loan receivable to another entity. A multi-faceted analysis was also required of the issues concerning the possibility of transferring the numerous securities established to secure the repayment of the credit, including, i.a., mortgages, registered pledges, assignments of receivables by way of security, surety agreements, or other unnamed agreements, such as, i.a., subordination agreements or support agreements.

The Law Firm’s lawyers conducted a comprehensive analysis as to the legal feasibility of the transaction in a manner that was optimal for the Client and secured its interests, and then provided opinions on the necessary agreements and prepared the required documentation, conducted negotiations on behalf of the Client, and led to conclusion of the agreements and their execution. Throughout the entire process, the Law Firm ensured that it was carried out correctly and in accordance with the law.

Thanks to full commitment of the Law Firm’s team and experts, our experience and knowledge of civil, corporate and tax aspects, the entire process proceeded in accordance with the Client’s expectations and was finalised to the Client’s satisfaction.