Deal of the Month o an affiliate of

lader, Wickersham & Taft LLP borrowing bases govern the specific lending

parameters.

What was your involvement in this deal? Cadwalader acted as

counsel

had to create a global agency structure for Callidus to act on behalf of each of its borrower entities and on behalf of such entities and the related lender groups.

to the

administrative agent and initial lender. We were responsible for drafting and negotiating the primary transaction documents and for coordinating the closing deliverables and mechanics.

Cadwalader coordinated among

a large array of US and Canadian counsel to the various transaction parties.

While

everyone involved was a true professional, the sheer number of parties and competing interests tested our deal management skills. Fortunately, we can report that the deal went smoothly and all the business parties were well pleased with the outcome.

Did you face any difficulties along the way?

We were required to coordinate both the documentation and the timing of the facility with Callidus’ IPO.

Because of their lending platform, Callidus required the ability to borrow in both US Dollars and Canadian Dollars, which required a more flexible borrowing base to accommodate currency fluctuations. We also faced significant cross-border issues related to the collateral, cash management and the security interest held by the lender. It required a Herculean effort not only from the Cadwalader team but also all other counsel in the deal to overcome these obstacles.

Additionally, Callidus has two other concurrent debt facilities, which required intercreditor and subordination arrangements, as well as coordination with the other lenders. Further, because of the nature of the loan assets, we

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What does this loan facility mean for those involved?

It is meant to provide financing to allow Callidus to significantly grow their business, as the additional access to capital will allow them to provide additional lending services. As with all non-bank lenders, access to capital is key for the growth of their business. This form of complex debt financing is a real win for both lender and borrower.

It opens new opportunities in

this space for the lender while bringing more affordable financing to the borrower. Callidus will have access to the facility for multiple years and it is extendable with the agreement of the parties.

Both borrower

and lender are looking forward to a long and mutually beneficial relationship – precisely the kind of outcome that Cadwalader always looks to facilitate.

Each of these difficulties presented unique challenges to us and to our client. While this deal structure was novel, our experience in working in new and unfamiliar deal structures made all the

difference in

keeping the legal aspects of this transaction running smoothly.

About Nathan Spanheimer, Associate Nathan Spanheimer is an associate in the Firm’s Capital Markets Department. He represents investment banks and other institutional lenders in secured commercial lending transactions and CLOs. Nathan has also represented

both borrowers and lenders in syndicated credit facilities, bankruptcy exit facilities and hedge fund financings.

Nathan’s recent significant transactions include: • Representing a leading investment bank as underwriter’s and issuer’s counsel in a CLO where the entire senior tranche was structured as a convertible loan.

• Representing a leading investment bank as underwriter’s and issuer’s counsel in a CLO using an off-shore Issuer taxable as a US partnership and a secondary off-shore issuer as a tax blocker for the remainder of the equity tranche.

• Representing a leading investment bank in a multi-currency loan facility secured by multi national debt.

• Representing a leading investment bank as lender’s counsel in a multi-tranche loan facility secured by middle-market corporate debt.

He received his J.D., with distinction, from The University of Iowa College of Law, and his B.S. in Economics from Duke University. Nathan is admitted to the North Carolina Bar.