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Do you know what you are signing?
Security, lending, and finance documentation. Banks draft the terms. We help you understand them before you commit.
Banks hold the power.
Most businesses need external financing at some point. While securing finance is often the focus, the terms matter enormously. Lending arrangements create long-term obligations that can constrain your decisions for years.
"We represent borrowers, not banks. Our role is to ensure you understand what you are committing to."
Facility Terms
Structure, term, pricing, covenants, events of default, and security requirements. Every clause affects your flexibility. A covenant breach six months from now could give the bank power you didn't anticipate. Many clients are surprised at what constitutes a breach.
Security Documents
GSA, specific security, personal guarantees, cross-guarantees. Understanding what you are pledging and what can be enforced against you personally.
- General Security Agreement (GSA)
- Purchase security agreements
- Specific security agreement
- Property mortgages
- Personal and cross-guarantees
Guarantee Risk
Understanding your personal exposure, negotiating limits where possible, and knowing when guarantees can be released. Directors often don't realise the full extent of what they're signing.
Different financing, different risks.
Each type of business financing has its own documentation complexity and risk profile.
Acquisition Finance
Borrowing to purchase a business or assets. Time-sensitive, requiring coordination between multiple parties.
Often complexDevelopment Finance
Property development or capital projects. Staged drawdowns, progress certifications, specific security, gradual security release.
Higher riskRefinancing
Replacing existing facilities. Careful timing needed to avoid gaps. Understanding break costs.
Time criticalSyndicated Facilities
Multiple lenders, intercreditor arrangements. More complex documentation for significant transactions.
Multi-partyWhat the jargon actually means.
Understanding these terms is essential before you sign any lending documentation.
Covenants
Ongoing obligations
Ongoing obligations you must meet. Interest cover ratio, leverage ratio, debt service cover. Breach can trigger default provisions.
Events of Default
Acceleration triggers
Circumstances allowing the bank to demand immediate repayment. MAC clauses, cross-default, misrepresentation, change of control.
PPSR Registration
Security perfection
The Personal Property Securities Register records security interests. Banks register here to establish priority over other creditors.
Priority
Who gets paid first
The order in which creditors get paid if things go wrong. First-ranking security gets paid first. Your position relative to others matters.
Subordination
Ranking agreements
Agreements determining which creditors rank ahead. Relevant when shareholders have made loans or there are multiple lenders.
Material Adverse Change
MAC clauses
Allows the bank to call the loan if your circumstances change significantly. Often broadly drafted and favours the lender.
Document Review
We review facility letters, loan agreements, security documents, and guarantees. We explain what each provision means and identify terms that could cause problems.
Negotiation
While banks have standard forms, some terms can be negotiated. We identify which provisions are worth pushing back on and how to approach the conversation.
Transaction Coordination
Financing often supports a larger transaction. We ensure the financing documentation aligns with the transaction timeline and requirements.
Solicitor Certification
Banks require solicitor certificates confirming the borrower has signed all required resolutions, and that the security is valid. We provide these as part of the financing process.
Security Perfection
We ensure security documents are properly executed and registered. A GSA not registered on the PPSR provides no protection. Bank mortgages must be registered on the property title.
Financing connects with other needs.
Your lending often relates to property purchases, business structures, or asset protection.
Business Structuring
Getting your structure right for lending. The right entity makes financing easier.
Learn more →Commercial Property
Property as security. Understanding how your commercial property relates to lending.
Learn more →Rural Property
Rural lending and security. Farming operations have unique financing considerations.
Learn more →What Our Clients Say
"Prompt, friendly & efficient service"
"I have always received excellent service from Carlile Dowling."
"A pleasure to work with."
To ensure candour, all feedback was collected anonymously.
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Company vs Trust: Which Structure for Your Business?
Companies and trusts serve different purposes. Understanding when each is appropriate helps you choose the right structure for your situation.
Meet the team
for your financing
Common Questions
We work with businesses of all sizes across Hawke's Bay, from startups and family businesses to established enterprises. Our clients include vineyards, orchards, professional services, hospitality, retail, trades, and many others.
Many business issues require legal advice, even for small businesses. Getting structures and agreements right from the start often prevents costly problems later. We are happy to discuss whether legal help would benefit your situation.
Accountants and lawyers complement each other. Your accountant advises on financial and tax issues. Working alongside your accountant, we handle legal structures, contracts, financing, securities, employment and more.
Any existing documents relevant to your situation: company records, contracts, agreements you are considering, or details of issues you are facing. But if you are just at the thinking stage, that is fine too.
Ready to discuss your needs? We're here to help.