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Loans Loans - that’s something everybody seems to know and understand. Not necessarely! The practice often shows considerable comprehension questions.
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Loans are considered generally often as fiddling, totally intelligible and more over, as a simple financial  agreement. But in practice quite  often comprehensive questions arise which lead sometimes to serious problems because of a lack of technical knowledge and/or legal  understandings.  Fundamentials Technical This small mindmap shows that a loan has many facings. Dependent, what the goal of a loans is, many different details should be  considered carefully:  Technical Questions 1. Interest source, e.g. from a newspaper or not approved google hits instead of a common market source - e.g. LIBOR, EURIBOR etc.  2. Interest calculation, e.g. because of the currency and duration the correct day-count coventions need to be applied.  3. Fundamential calculations, e.g. a loan which started at 30.06.xx and ends at 31.12.xx with a prolongation to 30.06.yy is calculated  30.12.xx - 31.12.xx and 01.01.yy - 30.06.yy. Here, one day is missing, the day from 31.12.xx- 01.01.yy! Legal Aspects  The following explanations refer to the greatest possible extend on commercial law from 1. World  countries, e.g. Middle-Europe, North-America. But dependent on the specific country there may be  clear differences in the local law!  The substantial characteristics of a (money)loan is the obligation of the lender to deliver to the  borrower a certain amount for a specific time by transfer of ownership (delivery-obligation) and the  borrower has the obligation to repay the amount at the end (re-payment obligation). Additionally it  is an essential attribute of the lender to leave the amount during the live-time of the loan at the  borrower (relinquish-obligation).  However, the interest is for a loan not necessarely to be defined, as exiting it may sound in the first moment. Because interest is not equal  the loan, it is a separate item, i.e. the compensation of the lender for the usage of capital (= loan) during a certain period of time. So, in  common affairs interest is just payable if they had been agreed. Basically. But: in most of the laws there is an additional clause which says  that in commercial business interest is payable also without a special agreement. Interest has additionally fundamential legal characteristics: If an agreement for interest is missing, one may conclude that it is in fact not a  loan in common sense, hence a repayment of the loan is not an obligation! This has impact especially in delicate situations, like insolvency  of  a group, where up- or cross-stream loans have been made between different legal firms; of course it is also an important topic for tax  reasons. That means, it’s also a transfer pricing matter. Last but not least it has to be mentioned that in many countries there is no explicit duty to prepare a written loan agreement. For instance in  Switzerland art. 11 sect. 1 in connection with art. 312 OR. Even this happen in some laws it is very important to point out here that the  consequences of missing writings may lead to serious problems at the lender and also at the borrower!  Legal Questions  1. Liability questions - wrong issued or booked loans my lead to serious problems!  2. Tax questions - transfer pricing: regarding internal loans; dependent on the direction (see above) there may be too high or to low  interest rates applied and may be considered from the the tax departement as a hidden dividend.  3. Documentation - is a written (legal binding) loan agreement issued and in case of prolongation, correct adjusted?  Contents of a Loan Every on commercial basic principles based loan should consider the following points:  1. Lender  2. Borrower  3. Date of Agreement  4. Currency  5. Amount 6. Start- and Enddate  7. Reference  8. Nature of the loan (internal or external)  9. Day count convention (Act/360, 30/360, Act/365, Act/Act) 10. Interest definition (p.a., s.a.)  11. Interst payment (fix, monthly, semi-annually etc.) 12. Fix- or floating legs  13. Account of the lender  14. Account of the borrower  15. A free text for remarks  16. Interest fixing dates  17. Authorized signatures  Snake-Pits in the interest calculation Mainly corporates which have no specialized treasury software (e.g. our system STS) calculate the interest in Excel and make sometimes  errors in the interest calculation. In the following the main problem posings:   Day Count Convention  Depending on the currency and the duration of the loan there are different methods of calculating interest based on international best  practice standards. Example: Short-Term Loan, EUR for 1/2 year, 31.12.15 - 30.06.16 (2016 is a lump leap year)  1. Act/360 (1’000’000 x 1.0% x 182) / 360 x 100 = 5’055.56 2. 30/360 (1’000’000 x 1.0% x 180) / 360 x 100 = 5’000.00 3. Act/365 (1’000’000 x 1.0% x 182) / 365 x 100 = 4’986.30 4. Act/Act (1’000’000 x 1.0% x 182) / 366 x 100 = 4’972.68 In this example for the short-term loan in EUR for 1/2 year the day count convention act/360 is correct. If others are applied, e.g. because of  a lack of professional knowledge, wrong interest is applied.  Time We often saw in financial departments the problem that days are calculated wrong at all.  Example: A loan is agreed from Jan. 1st 2016 - Mar. 31st 2016 and is going to be prolongated until Jun. 30th 2016.  1. 01.01.16  - 31.03.16 and 01.04.16 -  30.06.16 = 90 days + 90 days = 180 days  -> that’s wrong in two ways: a) Interest calculation starts just at the date when the funds are on the account of the borrower (valude date, not booking date). On  01.01.xx ni a year in most of the countries of the world this is no working day, hence there can’t be a credit on the account; earliest at  02.01.xx. But because 02.01.16 is a saturday (we assume, the loan is between a british- and a german company), the amount can be  credited earliest on 04.01.2016.  b) Between 31.03.16 and 01.04.2016 no interest was calculated.  2. 04.01.16 - 31.03.16 und 31.03.16 - 30.06.16 = 87 days + 91 days = 178 days.  Correct.  Interest Fixings  The most applied interest sources are the official fixings for instance LIBOR or EURIBOR. Those rates cover the period up to one year in  different time grids.  LIBOR:  Overnight, 1 Week, 2 Weeks und then 1, 2, 3 ..12 Months EURIBOR: 1 Week, 2 Weeks, 3 Weeks und then 1, 2, 3 .. 12 Months Important to know is at a fixing that there is a difference between FIXING-DATE und VALUE-DATE. The Fixing-Date is always 2 working  days (of the currency, not the country) prior the date when funds are physically transferred.   Examples: 3. 01.01.16  -> Value Date Monday, 04.01.16 -> Zinsfixing = Wednesday, 30.12.2015  4. 15.03.16 -> Value Date Tuesday, 15.03.16 -> Zinsfixing = Friday, 11.03.16 Last but not least: always distinguish between booking and value-date!  Contact us, we would be glad to show you the possible opportunities!
Netting
Loans Loans - that’s something everybody seems to know and understand. Not necessarely! The practice often shows considerable comprehension questions.
back
Loans are considered generally often as fiddling, totally intelligible  and more over, as a simple financial  agreement. But in practice  quite often comprehensive questions arise which lead sometimes to  serious problems because of a lack of technical knowledge and/or  legal understandings. Fundamentials  Technical (Please have a look to this site also on a Desktop-Screen and review the Mind Map to undermentioned points, because this site is  optimized for Smartphones / Tablets) Loans are segregated primary for 1. Internal / External  2. Type 3. Currency 4. Surety Secondly by direction -> Down-/Cross-/Upstream;  Duration -> Short Term < 1 Year und Long Term  > 1 Year; Fix or floating interest; Interest benchmark -> internal or external; Interest environment -> Money Market or Capital Market;  Instruments -> from fix loans through Repos, Bonds up to  syndicated Loans; Day Count Kind of Loan -> 1:1 or Cash Pooling Kind of Surety -> simple or complex Coventants  This small mindmap shows that a loan has many facings.  Dependent, what the goal of a loans is, many different details should  be considered carefully: Technical Questions 1. Interest source, e.g. from a newspaper or not approved google  hits instead of a common market source - e.g. LIBOR,  EURIBOR etc.  2. Interest calculation, e.g.  because of the currency and duration the correct  day-count coventions  need to be applied. 3. Fundamential  calculations, e.g. a loan  which started at  30.06.xx and ends at  31.12.xx with a prolongation to 30.06.yy is calculated 30.12.xx  - 31.12.xx and 01.01.yy - 30.06.yy. Here, one day is missing,  the day from 31.12.xx- 01.01.yy! Legal Aspects The following explanations refer to the greatest possible extend on  commercial law from 1. World countries, e.g. Middle-Europe, North-  America. But dependent on the specific country there may be clear  differences in the local law! The substantial characteristics of a (money)loan is the obligation of  the lender to deliver to the borrower a certain amount for a specific  time by transfer of ownership (delivery-obligation) and the borrower  has the obligation to repay the amount at the end (re-payment  obligation). Additionally it is an essential attribute of the lender to  leave the amount during the live-time of the loan at the borrower  (relinquish-obligation). However, the interest is for a loan not necessarely to be defined, as  exiting it may sound in the first moment. Because interest is not  equal the loan, it is a separate item, i.e. the compensation of the  lender for the usage of capital (= loan) during a certain period of  time. So, in common affairs interest is just payable if they had been  agreed. Basically. But: in most of the laws there is an additional  clause which says that in commercial business interest is payable  also without a special agreement. Interest has additionally fundamential legal characteristics: If an  agreement for interest is missing, one may conclude that it is in fact  not a loan in common sense, hence a repayment of the loan is not  an obligation! This has impact especially in delicate situations, like  insolvency of  a group, where up- or cross-stream loans have been  made between different legal firms; of course it is also an important  topic for tax reasons. That means, it’s also a transfer pricing matter. Last but not least it has to be mentioned that in many countries there is no explicit duty to prepare a written loan agreement. For instance  in Switzerland art. 11 sect. 1 in connection with art. 312 OR. Even  this happen in some laws it is very important to point out here that  the consequences of missing writings may lead to serious problems  at the lender and also at the borrower! Legal Questions  1. Liability questions - wrong issued or booked loans my lead to  serious problems! 2. Tax questions - transfer pricing: regarding internal loans;  dependent on the direction (see above) there may be too high  or to low interest rates applied and may be considered from  the the tax departement as a hidden dividend. 3. Documentation - is a written (legal binding) loan agreement  issued and in case of prolongation, correct adjusted? Contents of a Loan Every on commercial basic principles based loan should consider the following points:  1. Lender 2. Borrower 3. Date of Agreement 4. Currency 5. Amount  6. Start- and Enddate 7. Reference 8. Nature of the loan (internal or external) 9. Day count convention (Act/360, 30/360, Act/365, Act/Act) 10. Interest definition (p.a., s.a.) 11. Interst payment (fix, monthly, semi-annually etc.)  12. Fix- or floating legs 13. Account of the lender 14. Account of the borrower 15. A free text for remarks 16. Interest fixing dates  17. Authorized signatures Snake-Pits in the interest calculation  Mainly corporates which have no specialized treasury software (e.g.  our system STS) calculate the interest in Excel and make sometimes  errors in the interest calculation. In the following the main problem  posings: Day Count Convention Depending on the currency and the duration of the loan there are  different methods of calculating interest based on international best  practice standards. Example: Short-Term Loan, EUR for 1/2 year, 31.12.15 - 30.06.16   (2016 is a lump leap year) 1. Act/360 (1’000’000 x 1.0% x 182) / 360 x 100 = 5’055.56 2. 30/360 (1’000’000 x 1.0% x 180) / 360 x 100 = 5’000.00 3. Act/365 (1’000’000 x 1.0% x 182) / 365 x 100 = 4’986.30 4. Act/Act (1’000’000 x 1.0% x 182) / 366 x 100 = 4’972.68 In this example for the short-term loan in EUR for 1/2 year the day  count convention act/360 is correct. If others are applied, e.g.  because of a lack of professional knowledge, wrong interest is  applied. Time We often saw in financial departments the problem that days are  calculated wrong at all. Example: A loan is agreed from Jan. 1st 2016 - Mar. 31st 2016 and  is going to be prolongated until Jun. 30th 2016. 1. 01.01.16  - 31.03.16 and 01.04.16 -  30.06.16 = 90 days + 90  days = 180 days -> that’s wrong in two ways:   a) Interest calculation starts just at the date when the funds are on the account of the borrower (valude date, not booking  date). On 01.01.xx ni a year in most of the countries of the  world this is no working day, hence there can’t be a credit on  the account; earliest at 02.01.xx. But because 02.01.16 is a  saturday (we assume, the loan is between a british- and a  german company), the amount can be credited earliest on  04.01.2016. b) Between 31.03.16 and 01.04.2016 no interest was  calculated. 2. 04.01.16 - 31.03.16 und 31.03.16 - 30.06.16 = 87 days + 91  days = 178 days. Correct. Interest Fixings  The most applied interest sources are the official fixings for instance  LIBOR or EURIBOR. Those rates cover the period up to one year in  different time grids. LIBOR:  Overnight, 1 Week, 2 Weeks und then 1, 2, 3 ..12 Months EURIBOR: 1 Week, 2 Weeks, 3 Weeks und then 1, 2, 3 .. 12 Months  Important to know is at a fixing that there is a difference between  FIXING-DATE und VALUE-DATE. The Fixing-Date is always 2  working days (of the currency, not the country) prior the date when  funds are physically transferred. Examples:  3. 01.01.16  -> Value Date Monday, 04.01.16 -> Zinsfixing =  Wednesday, 30.12.2015 4. 15.03.16 -> Value Date Tuesday, 15.03.16 -> Zinsfixing =  Friday, 11.03.16 Last but not least: always distinguish between booking and value-  date! Contact us, we would be glad to show you the possible opportunities!
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