Secured Lending & Syndication

by Tahmidur Remura Wahid | Sep 4, 2025 | Uncategorized | 0 comments

Secured Lending & Syndication in Bangladesh — A Complete Guide for Local and Foreign Lenders

Secured lending is the lifeblood of corporate growth in Bangladesh: from project-financing power plants and industrial parks to working-capital lines for manufacturers, traders, tech firms, and logistics operators. When deals scale beyond the appetite or limits of a single bank, syndicated loans step in—spreading risk among multiple lenders while delivering the tenor, pricing, and structuring sophistication borrowers need. But executing these transactions seamlessly in Bangladesh requires meticulous attention to local law, regulatory approvals, collateral perfection, tax, FX and remittance rules, intercreditor mechanics, and enforcement regimes—plus fluency with the language and standards of international finance used in London and Dubai.

This article distils the playbook we apply at Tahmidur Remura Wahid (TRW) Law Firm—Bangladesh’s leading cross-border firm with teams in Dhaka, Dubai and London—to help sponsors, borrowers, banks, funds, ECAs and multilaterals structure bankable secured and syndicated facilities that stand up both in calm markets and in a workout.

1) Secured lending in Bangladesh: the legal backbone

1.1 Primary statutes and regulators

Bangladesh does not have a single “secured transactions code.” Instead, secured credit is enabled by an interlocking framework:

Contract Act, 1872 — formation and enforceability of loan, guarantee, pledge, assignment and security documents.
Transfer of Property Act, 1882 (TPA) — mortgages over immovable property (land/buildings), assignment of actionable claims.
Registration Act, 1908 — registration at the Sub-Registrar for instruments creating interests in immovable property and certain other registrable documents.
Companies Act, 1994 — corporate borrowing powers, registration of charges created by companies with the Registrar of Joint Stock Companies & Firms (RJSC).
Stamp Act, 1899 — stamping of loan and security instruments (rate depends on instrument and location—ensure correct assessment early).
Banking Companies Act, 1991 & Financial Institutions Act, 1993 — prudential rules for banks and non-bank financial institutions (NBFIs).
Artha Rin Adalat Ain, 2003 (Money Loan Court Act) — expedited recovery forum for lenders.
Bankruptcy Act, 1997 & Companies winding-up regime — insolvency, priority, and workouts.
Foreign Exchange Regulation Act, 1947 (FERA) & Bangladesh Bank circulars — FX borrowing, security in favour of non-residents, remittances of interest/principal, hedging.
Anti-Money Laundering/Counter-Terrorist Financing (AML/CFT) rules — KYC, beneficial ownership, sanctions screening.
Sectoral statutes — where the borrower is regulated (e.g., power, telecom, ports), consents can affect enforceability and step-in rights.

Bangladesh Bank (the central bank) supervises banks and foreign currency exposures; RJSC maintains corporate charge filings; Sub-Registrar offices record real estate mortgages and certain assignments; NBR oversees stamping and taxation.

1.2 Why perfection steps matter

Creating security is not enough. To stand in front rank at enforcement or in insolvency, the security must be perfected—typically via one or more of:

RJSC charge registration (for company charges—within the statutory period; late filings require condonation and may impair priority).
Land/Sub-Registrar registration (for mortgages/assignments of immovable property).
Possession or control (for pledges of negotiable instruments, share certificates; for bank account control, account-bank acknowledgments and blocked/controlled account mechanics).
Notices of assignment to contract counterparties (for receivables, project agreements, insurances).
CIB checks and updated KYC/BO forms to keep the facility compliant and drawable.

A failure or delay in any perfection step can subordinate a lender to judgment creditors, tax authorities or subsequent secured creditors—and in a syndicate, can breach agent responsibilities and expose the arranger to claims.

2) Collateral types and how they work in practice

2.1 Immovable property (land and buildings)

Usually a registered mortgage (often “equitable” by deposit of title deeds with a registered memorandum, or a legal mortgage under TPA).
Title diligence is granular: you verify chain of title across historical surveys (CS/SA/RS/BS etc.), mutation/namjari entries, khatian holdings, ground rent/tax receipts, encumbrance searches at the Sub-Registrar, building approvals (RAJUK/mongla/chittagong etc.), environmental clearance where relevant.
Common pitfall: gaps in mutation or historic survey inconsistencies. TRW runs a triangulated title check (surveys + mutation + encumbrance) to catch issues before term sheet signing.

2.2 Movables, inventory and equipment

Typically hypothecation (floating charge over stock/plant), combined with warehouse controls and insurance assignments.
For high-value equipment, lenders may require serial-number schedules and installation/affixation covenants to avoid fixtures disputes.

2.3 Receivables and contracts

Assignment of receivables and charge over contract rights (e.g., offtake, EPC, O\&M).
Notices and acknowledgments from counterparties are crucial; some government or state-linked contracts require prior consent for assignment.

2.4 Shares (private/public)

Pledge of shares with share certificates lodged; blank transfer forms; amendments to the company’s articles to relax pre-emption on enforcement; entries in register of members upon enforcement; RJSC filings for the pledge/charge when applicable.
For private companies, tighten covenants to avoid board/shareholder roadblocks at enforcement.

2.5 Bank accounts and cash

Account charge + Account Control Agreement (ACA) with waterfall and blocked/controlled features (escrow, DSRA, capex account, revenue account).
For project finance, the cash waterfall is the beating heart of lender control (O\&M → taxes → senior debt service → reserves → restricted distributions).

2.6 Insurance, IP and licenses

Assignment of insurance proceeds with loss-payee endorsements; step-in to claims.
IP charges for trademarks/patents where value justifies (file with RJSC and the IP registry as needed).
For licenses/concessions, use direct agreements with grantor/regulators for step-in/novation.

3) Syndicated loans: anatomy and workflow

3.1 Why syndicate?

Ticket size beyond single-bank limits;
Regulatory single-borrower exposure constraints;
Sector risk diversification;
Investor mix (banks, NBFIs, DFIs, ECAs) and tenor shaping;
Price discovery and secondary liquidity.

3.2 Key roles and documents

Mandated Lead Arranger/Bookrunner (MLA/MLB): structures, markets and allocates the syndicate.
Facility Agent: runs communications, drawdowns, payments and voting mechanics.
Security Trustee: holds collateral on trust for all lenders; enforces under a Security Trust Deed.
Lenders: banks/NBFIs/DFIs; Hedging Banks may be parties or “secured parties” under intercreditor.
Borrower & Sponsors: operating company, project company (SPV), holding company, and equity sponsors.

Document suite (LMA-inspired, adapted to Bangladesh):

Common Terms Agreement (CTA) — global definitions, reps, covenants, events of default.
Facility Agreement(s) — tranche-specific (Term A/B, capex, working capital, LC/SBLC, revolving, Islamic).
Intercreditor Agreement — ranking, voting, enforcement standstill, turnover, waterfall.
Security documents — mortgage, hypothecation, share pledge, receivables assignment, account charges, IP charges, etc.
Security Trust Deed — trust mechanics under the Trusts Act 1882, parallel debt where helpful.
Account Bank/ACA, Direct Agreements (EPC/O\&M/offtakers), Insurance Assignment, Sponsor Support/Equity Contribution.
Conditions precedent (CP) checklist and closing deliverables schedule.

3.3 Voting & economics

Majority Lenders thresholds (often 66⅔% or 75%) for waivers/amendments;
All-Lender matters (e.g., principal amount, margin, maturity, ranking, release of all or substantially all security);
Yank-the-bank to remove a dissenting lender;
Primary allocations vs secondary trades (transfer certificates, KYC for new lenders).

3.4 Typical timeline (illustrative)

Week 0–2: Mandate & term sheet; sponsor presentations; initial diligence.
Week 3–6: Documentation drafting; syndication teasers; CP list alignment; security pack planning; stamping plan.
Week 6–10: Sign & fund subject to CP; perfection filings (RJSC, Sub-Registrar); notices; ACA activation; first drawdown on CP satisfaction.
Post-close: Reporting, covenants, testing periods, security audits, insurance renewals, quarterly compliance certificates.

4) Cross-border elements foreign lenders must get right

4.1 FX borrowing and approvals

Foreign currency loans to Bangladeshi corporates typically require Bangladesh Bank approval/registration under FERA and applicable circulars (in practice often referred to as “ECB” approvals, though local labels vary). Expect to file loan terms, purpose, tenor, pricing basis, amortisation, and hedging details. Do not disburse offshore until the documentary pathway for interest/principal remittance and withholding tax is clear.

4.2 Governing law and jurisdiction

Governing law: LMA-style facilities are often English-law governed; Bangladesh-law governs security over Bangladeshi assets. Split-governed document suites are normal.
Jurisdiction: English courts or international arbitration (e.g., SIAC, LCIA).
Enforcement:
Foreign judgments: Bangladesh requires a fresh suit on the judgment (limited reciprocal enforcement).
Arbitration awards: Enforceable under the Arbitration Act 2001 (Bangladesh is a New York Convention state), subject to public-policy carve-outs.
Include service of process mechanics and sovereign immunity waivers if a state-linked counterparty is involved.

4.3 Tax and withholding

Interest paid to non-residents: subject to withholding tax at domestic rates unless reduced under a double taxation treaty; relief typically requires procedural compliance (e.g., residency/treaty entitlement evidence).
Stamp duty: payable in Bangladesh on instruments executed in Bangladesh (and, in many cases, foreign-executed instruments when brought into Bangladesh). Plan stamping early to avoid penalties.
TP/related parties: Interest and fees to affiliates must be arm’s length under Bangladeshi transfer pricing rules; documentation is key.

4.4 Sanctions, AML/CFT, and KYC

Expect enhanced due diligence for cross-border syndicates. International lenders (especially London) will overlay UK Bribery Act, FCA/PRA expectations, and OFAC/UK/EU sanctions checks on top of Bangladeshi AML/CFT. Draft robust sanctions representations, use-of-proceeds covenants, and KYC undertakings, and keep a mechanism for de-risking a sanctioned lender (e.g., mandatory transfer).

5) Enforcement and workouts in Bangladesh

5.1 Court and non-court routes

Money Loan Courts (Artha Rin Adalat): streamlined for banks/NBFIs to recover debt and enforce mortgages/charges. Typically faster than ordinary civil courts, but success hinges on clean perfection, valuation, and process discipline.
Pledge enforcement: a pledgee can sell pledged goods/shares upon contractual notice if the pledge agreement allows; for listed shares, ensure broker mechanics are baked in.
Power of sale: Non-judicial sale of mortgaged property is far more limited than under English law; many cases still require court oversight. Plan for this in recovery timelines.
Receivership: A debenture holder/secured creditor may appoint a receiver under contract—coordinate with intercreditor standstills and agent instructions.
Insolvency/winding-up: Secured creditors have priority over secured assets (subject to certain preferential claims). Expect interplay with labour dues, tax, and insolvency costs.

5.2 Intercreditor discipline

In a syndicate, the Security Trustee controls enforcement (per Intercreditor). Majority-driven decisions, payment waterfalls, and turnover obligations prevent value leakage. Hard-wire release mechanics (automatic releases on full repayment, disposal in the ordinary course, or agreed enforcement sales).

5.3 Valuation and sale

Courts often require independent valuation and public auction. Build appraisal costs, auction notices, and reserve pricing into your enforcement model. Maintain insurance and site control to protect asset value pending sale.

6) How Dubai and London shape Bangladeshi deals

6.1 London (LMA playbook, SONIA era)

Documentation: English-law LMA templates anchor most cross-border term sheets; Bangladeshi security is dropped in through local-law schedules and mappings.
Reference rates: Post-LIBOR, loans price on SONIA (compounded in arrear) with day-count conventions; ensure the interest calculation agent and fallbacks are clear.
SLL/ESG: Sustainability-linked loans are now mainstream (KPI step-ups/downs). Establish auditable KPIs suitable for Bangladesh operations (energy efficiency, water recycling, gender diversity), and embed information undertakings that your borrower can realistically meet.
Workout culture: English intercreditor frameworks bring proven standstill and turnover logic—very helpful when navigating Artha Rin processes onshore.

6.2 Dubai (onshore UAE vs DIFC/ADGM)

Dubai loans frequently blend UAE domestic lenders and DIFC/ADGM institutions:

Onshore UAE: Modern secured transactions regime and movables collateral registry enhance pledges on receivables, equipment and bank accounts; notarisation and Arabic translation often required.
DIFC/ADGM: Common-law islands using English-style secured transactions statutes and registries; security trusts and parallel debt are familiar concepts.
Relevance to Bangladesh: When a Dubai lender joins a Bangladesh deal, the agency, intercreditor, and trust structures translate smoothly. But the Bangladeshi security still needs local perfection; onshore enforcement will follow Bangladeshi forums. Expect UAE lenders to require clear remittance routes, sanctions language, and governing law/arbitration comfort.

7) Islamic finance overlays (Bangladesh–Dubai corridor)

Where Shariah-compliant funding is desired, we structure:

Murabaha (cost-plus sale), Ijara (lease), Istisna’a (construction financing), or Wakala/Mudaraba hybrids for working capital.
Security is often substantively similar (charges over assets, receivables, accounts), but attention to asset-ownership flows and title/possession is critical—especially in Murabaha and Ijara.
Intercreditor arrangements in “dual-track” stacks (conventional + Islamic) require Shariah and conventional parity on voting and collateral sharing; “loss vs return” principles must be reflected with care.

8) Sector snapshots

8.1 Power & infrastructure (PPP, IPP)

Revenue certainty: PPA/TPA capacity payments and robust escrow waterfalls are central.
Direct agreements with utilities, fuel suppliers and EPC/O\&M counterparties deliver step-in.
Security: land/mortgage, receivables assignment, charge over EPC/O\&M contracts, insurance, accounts, DSRA.
Regulatory consents: energy approvals for assignment/pledge; land issues if in designated economic zones.

8.2 Telecom, technology, data centres

Licensing: regulator (e.g., BTRC) consent protocols for change of control/security assignment can be pivotal.
Assets: spectrum rights are public property—focus on receivables and account charges; equipment hypothecation, site leases, and data centre customer receivables become the anchor.

8.3 Industrial/manufacturing & logistics

Working capital against inventory + receivables with warehouse controls, periodic stock audits, and insurance.
Foreign lenders often seek a co-agency with an onshore bank for smooth disbursements and FX conversions.

9) Ten deal traps we routinely fix (so you don’t have to)

Late or defective charge filings at RJSC → priority risk.
Under-stamped or mis-stamped security → inadmissibility in evidence until duty/penalty paid.
Land title gaps (mutation/survey mismatches) → mortgage vulnerability.
No notices/acknowledgments on receivables assignments → third-party payments bypass the waterfall.
Private-company share pledge blocked by pre-emption/Articles → fix with tailored Articles and board/shareholder undertakings.
Account control too “soft” → revenue leakage; insist on lender-controlled waterfall logic.
Intercreditor silences (hedging, LC issuers, DFIs) → voting chaos later.
Foreign law over local security → unenforceable; split governing laws properly.
Unclear remittance path for interest/principal → get BB approvals and tax clearances squared before first draw.
Weak reporting covenants → covenant slippage unnoticed; insist on quarterly compliance certificates, auditor comfort and event-driven notices.

10) Building a bankable security & perfection plan (checklist)

Before term sheet:

Corporate powers, board/shareholder approvals, solvency certificate.
Title packs and preliminary searches (land, RJSC, litigation).
FX path for disbursement and debt service; KYC/BO docs.
Tax modelling (withholding, stamp duty, TP).

Documentation:

CTA + Facility Agreement(s) + Intercreditor + Security Trust Deed.
Security schedules aligned to assets and consents.
Accounts architecture and ACA/escrow arrangements.
Information undertakings (audited accounts, quarterly MIS, insurance, compliance certificates).
Sanctions, AML/CFT, ABC clauses aligned to London/Dubai standards.

Closing/CP:

Stamping plan executed; RJSC filings in statutory window; registrations at Sub-Registrar; notices sent; acknowledgments received.
Insurance assigned; loss-payee endorsements in place.
Account waterfalls tested (“dry run” of DSRA, RRA triggers).
Legal opinions (Bangladesh local, English on governing law/arbitration where relevant).

Post-closing:

Covenant calendars; financial covenant tests; security audits; re-filings/renewals diary; periodic title and litigation searches.

11) Financial covenants and information undertakings

Well-calibrated covenants protect lenders without strangling operations:

Leverage (Net Debt/EBITDA), Interest Coverage, DSCR for projects, Capex limits, Dividend/Restricted payments baskets.
Permitted Debt/ Liens/ Disposals/ Affiliate transactions with clear de-minimis thresholds.
Information: quarterly MIS, auditor-reviewed statements, annual budgets, variance reports, ESAP tracking (for DFIs), and immediate notice of default/material litigation.
KPI/ESG: if a Sustainability-Linked Loan, define verifiable metrics and independent assurance.

12) Pricing, fees, tenors and hedging

Margins: reflect credit, tenor, and collateral quality; step-ups after DSRA dips or rating triggers.
Fees: arrangement, underwriting (if any), agency, security trustee, participation, commitment, prepayment, and amendment fees.
Tenor: matching asset life and cash-flow profile; sculpting for project finance.
Hedging: interest rate swaps (where FX loan indexed to floating benchmark), commodity hedges; secure hedging liabilities within the security trust and intercreditor waterfall, with hedge close-out rules.

13) What happens if things go wrong? (Workouts 101)

Early-warning: covenant breaches, DSRA erosion, auditor going-concern flags, key contract termination notices.
Standstill & cure: intercreditor-sanctioned standstill; sponsor support injections; consented asset sales; capex deferral.
Restructuring: maturity extension, margin resets, top-up collateral, debt-to-equity (if permitted), change-of-control waivers with enhanced governance covenants.
Enforcement: move through Money Loan Court while preserving asset value; coordinate receivership, auction, or share-pledge enforcement.
Settlement: releases follow waterfall; security trustee executes releases under authorised instructions.

14) How TRW makes Bangladesh–Dubai–London deals frictionless

Single front-door for cross-border deals: one integrated TRW team spanning Dhaka, Dubai, London.
LMA-native documentation in English with local-law security overlays that actually perfect.
Regulatory navigation: Bangladesh Bank pathways for FX loans and remittances; sector regulator consents; customs/port clearance for secured imported equipment.
Stamping & filing ops: playbooks to run stamping, RJSC and Sub-Registrar filings in step with closing—no last-minute scrambles.
Title intelligence: deep land and license diligence that anticipates litigation traps unique to Bangladesh.
Workout credibility: intercreditor discipline plus hands-on enforcement experience at Money Loan Courts—deterrence matters.
Islamic & conventional fluency: dual-track intercreditor frameworks that satisfy both stacks and the Shariah board.

If you are structuring a facility or joining a syndicate and want a clean, bankable path from term sheet to first draw (and a credible workout plan if needed), talk to us.

15) Practical scenarios & model structures (quick sketches)

A. Onshore working-capital syndicate for an exporter

Facilities: Revolver + LC/SBLC sub-limits; Trust Receipt (TR) line.
Security: stock/receivables hypothecation; export receivables assignment; account charge; corporate guarantee from parent.
FX: export proceeds in USD; conversion covenants; ring-fenced debt service account.
Covenants: borrowing base tests; inventory ageing; quarterly stock audits.

B. Project finance for a 100MW IPP with mixed lenders (Dhaka + Dubai + DFI)

Facilities: Term Loan (capex), VAT bridge, LC for equipment, working capital.
Security: land/building mortgage; assignment of PPA, fuel supply, EPC, O\&M; accounts and DSRA; insurance; share pledge; sponsor support.
Intercreditor: pari passu among term lenders; hedging banks as secured parties with limited voting.
Consents: energy regulator; environmental renewal calendar; direct agreements with offtaker and key contractors.
Law: CTA/Intercreditor English law; security Bangladeshi law; arbitration SIAC seated Singapore.
Dubai bank joins via transfer certificate post-close—KYC and sanctions reps aligned.

C. Acquisition financing for a tech platform (Bangladesh holdco; UK investor)

Facilities: Term loan + delayed-draw for earn-outs.
Security: pledge of shares; assignment of IP; charge over bank accounts; negative pledge on future intangibles.
Regulatory: FERA clearance if offshore lending; RJSC filings; IP charge with registry.
Covenants: growth metrics in lieu of hard DSCR; restrictions on distributions until leverage normalises.

16) Actionable to-do list for foreign lenders before you commit

Map the remittance path (approvals, withholding, documents) before funding.
Split the suite: English-law facilities + Bangladesh-law security; don’t force foreign law on local security.
Bake perfection into CPs: RJSC, Sub-Registrar, notices, account control, insurance endorsements.
Demand intercreditor clarity: voting thresholds, enforcement control, hedge status, turnover.
Stress-test enforcement: assume Money Loan Court timelines; ensure valuation and receiver provisions; war-game share-pledge execution for private companies.
Stamping calendar: list every instrument and plan stamping logistics to avoid penalties.
Title depth: insist on survey/mutation/encumbrance triangulation—not just a glossy title certificate.
ESG/SLL realism: choose KPIs you can monitor in Bangladesh and audit credibly.
Sanctions hygiene: recognise UK/EU/US overlays if London/Dubai lenders participate; include “yank-the-bank” and mandatory transfer tools.
Keep an eye on FX: hedge policy, DSRA currency mix, and cash waterfall to mitigate FX squeeze.

17) FAQs (fast answers)

Q1. Can an offshore lender take security over Bangladeshi assets?
Yes—Bangladesh-law security is taken and perfected locally (RJSC, Sub-Registrar, notices). Foreign lender participation may require Bangladesh Bank clearances and careful drafting to ensure recognition and remittance.

Q2. Do we need a security trustee?
For any multi-lender deal: almost certainly. Bangladesh recognises trusts; a Security Trust Deed plus parallel debt where appropriate gives clean enforcement and release mechanics.

Q3. Can we do non-judicial enforcement like in England?
Not typically. Expect to use the Money Loan Courts for mortgages and many charges. Pledges and some assignments allow more self-help, but notices and contract mechanics matter.

Q4. Is English law acceptable for the loan?
Yes for the facility and intercreditor; security over Bangladeshi assets must follow Bangladesh law.

Q5. How long do perfection filings take?
Plan them into closing: stamping, RJSC filings, land registration, and notices should be pre-scheduled. Missing statutory windows can hurt priority.

Q6. Can Islamic and conventional tranches share the same collateral?
Yes, via a dual-track intercreditor with Shariah-compliant ranking and enforcement provisions.

18) The TRW advantage & how to engage

TRW runs secured and syndicated transactions end-to-end: structuring, document drafting, Bangladesh-law security overlays to LMA suites, perfection, regulatory approvals, intercreditor engineering, and—if ever needed—workouts and enforcement. We routinely bridge borrower, sponsors, local banks, Dubai lenders and London institutions under one cohesive process.

To explore your transaction with us, see TRW Law Firm.

19) Contact TRW Law Firm

Contact Numbers:
+8801708000660
+8801847220062
+8801708080817

Emails:
[email protected]
[email protected]
[email protected]

Global Law Firm Locations:

Dhaka: House 410, Road 29, Mohakhali DOHS
Dubai: Rolex Building, L-12 Sheikh Zayed Road.

20) Summary Table — Secured Lending & Syndication in Bangladesh

Topic	What you need to know	TRW’s Practical Tips
Legal framework	Contract Act, TPA, Registration Act, Companies Act, Stamp Act, Banking/NBFI laws, Money Loan Courts, FERA, AML/CFT	Map which law governs which document; Bangladesh law for local security
Perfection	RJSC charge filing; Sub-Registrar registration; notices/acknowledgments; possession/control for pledges; ACA for accounts	Make perfection a hard CP with calendarised tasks and responsible parties
Collateral mix	Mortgage over land/buildings; hypothecation over movables; receivables assignment; share pledge; account charges; insurance and IP	For private-company share pledges, fix Articles and pre-emptions before signing
Syndication roles	MLA/Bookrunner, Facility Agent, Security Trustee, Lenders, Hedging Banks, Borrower/Sponsors	Use CTA + Intercreditor backbone; define Majority Lender and All-Lender matters
Documentation	LMA-style facility; security suite under BD law; intercreditor; security trust deed; direct agreements; ACA; CP schedules	Keep sanctions, use-of-proceeds, KPI/ESG and reporting aligned with London/Dubai norms
FX & remittance	BB approvals/registrations; documentary trail for interest/principal; withholding tax and treaty relief	Don’t fund until the remittance path is documentary-clean
Tax & stamp	Withholding on non-resident interest; stamp duty on instruments; TP for affiliates	Run a stamping plan early; avoid penalties and evidence issues
Enforcement	Money Loan Courts for mortgages/charges; pledge self-help; receivership; insolvency priorities	Build a valuation + auction roadmap; align intercreditor on enforcement control
Intercreditor	Voting thresholds, waterfall, turnover, standstill, hedge status, releases	Include yank-the-bank and mandatory transfer for sanctioned/impacted lenders
ESG/SLL	KPIs increasingly market-standard in London; adopt realistic, auditable metrics in BD	Tie KPIs to measurable plant-level data and independent assurance
Dubai angle	Onshore UAE registry for movables; notarisation/Arabic; DIFC/ADGM common-law regimes	Dubai lenders integrate smoothly; Bangladesh security still perfected locally
London angle	LMA docs, SONIA pricing, strong intercreditor discipline	Use English law for facilities; BD law for security; robust arbitration/jurisdiction clauses
Sectoral nuances	Power (PPAs, DSRA), telecom (regulator consents), industrial (stock/receivables), tech (IP/receivables)	Tailor direct agreements and assignment notices to sector regulators
Top pitfalls	Late filings, mis-stamping, title gaps, weak account control, missing acknowledgments	TRW runs triangulated title and perfection sprints to lock priority
Timeline	8–10 weeks typical from mandate to first draw (deal-dependent)	Start land due diligence and regulatory consents at term sheet stage

Final word

Whether you are a corporate treasury team, a sponsor group, a local bank, a Dubai lender, or a London institution, bankable secured lending in Bangladesh is absolutely achievable with the right structural choreography: precise security design, disciplined perfection, enforceable intercreditor mechanics, and realistic enforcement modelling. That is the difference between a facility that merely closes and a facility that truly works—in good times and in stress.

TRW is ready to help you build that difference into your next transaction.

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Loading… | 5 MIN READ | BY TAHMIDUR REMURA WAHID