Material Adverse Effect (MAE) | Practical Law

Material Adverse Effect (MAE) | Practical Law

Material Adverse Effect (MAE)

Material Adverse Effect (MAE)

Practical Law ANZ Glossary w-016-9542 (Approx. 2 pages)

Glossary

Material Adverse Effect (MAE)

A term of art used in finance transactions as a threshold to measure the effect of some event. The language may vary from deal to deal, but a typical definition that may be used in a facility agreement with multiple obligors is:
"a material adverse effect on:
  • the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects, of the Borrower, individually, or the Obligors taken as a whole;
  • the ability of an Obligor to perform its obligations under any Finance Document to which it is a party; or
  • the validity or enforceability of, or the effectiveness or ranking of any Security granted or purported to be granted under any Finance Document, or the rights and remedies of any Finance Party."
The concept of material adverse effect commonly appears:
  • As a means of qualifying certain representations and warranties, covenants and other terms of the finance documents, so that a particular provision will only be breached if the default will have (or, sometimes, is likely to have or reasonably likely to have) a "Material Adverse Effect".
  • In the facility agreement as a type of "sweep-up" event of default, which allows the lender(s) to capture unforeseeable events or circumstances that perhaps do not give rise to an event of default under any of the other specific events of default. However, it is unlikely that a lender would use that event as the sole reason to trigger a drawstop and accelerate repayment of the loan.
Often used interchangeably with material adverse change.