Euromoney Learning Solutions

Available dates

Jul 15—17, 2020
3 days
London, United Kingdom
GBP 3565 ≈USD 4823
GBP 1188 per day
Nov 9—11, 2020
3 days
London, United Kingdom
GBP 3565 ≈USD 4823
GBP 1188 per day


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About the course

Learn the rationale for debt financing, borrowers & debt capital markets

The Primary Markets have always been the main focus of attention by competing banks and by the media when looking at the international capital markets. And yet to date there exists no comprehensive guide as to how the debt primary markets work. This course is designed to give those who need to understand the markets a solid grounding in how they work, and helps to unravel the jargon of the new issues business. The course covers the rationale for debt financing, the types of borrowers and the types of instruments available. It considers the investor's requirement for returns and security against the balance sheet implications for the issuer. The course reviews the various syndication customs, and practices and looks at the legal and regulatory requirements involved in bringing issues to the international markets.

This 3-day course:

  • Provides a comprehensive review of the structure and workings of the International Primary Markets for Debt
  • Takes newcomers to the Debt Primary Markets from the reasons for financing through to the conclusion of successful transactions
  • Looks at structuring the most appropriate financing for a particular borrower and how such an offering should be syndicated and documented



Sources of Finance

  • Financing choices
  • Cost of equity and debt
  • Weighted Average Cost Of Capital (WACC)
  • Financial leverage
  • Purpose of funding
  • Market conditions


  • Borrower requirements
  • Loans v. bonds
  • Corporates
  • SSAs - Sovereigns - CACs - Supras

  • FIs - Capital adequacy - Basel I and Basel II

  • Basel 3 - New capital framework - The buffers and the leverage ratio - Liquidity coverage ratio - Net stable funding ratio - Permitted capital instruments - Common equity Tier 1 - Additional Tier 1 - Tier 2 - Contingent capital and “Bail-ins”

  • EU Banking Union


  • Credit ratings
  • Credit rating agencies
  • Credit rating performance
  • Credit rating process
  • CRA regulation

Bond Types

  • Domestic, foreign and Eurobond
  • Globals
  • International bonds - Public or private - Floating rate notes - Fixed rate - Medium term notes

  • Covered Bonds


  • Definitions
  • The collateral pool
  • Role of seller, servicer and SPV
  • Capital structure
  • CDOs
  • Why securitise?
  • MBS
  • Credit cards and other types of asset-backed
  • Securitisation since the crisis
  • Regulation of asset-backed


Working with Swaps

  • Definitions
  • Interest rate swaps
  • Asset swaps
  • Liability swaps
  • Exploiting comparative advantage

Investor Protection

  • Events of default
  • Debt Ranking
  • Hybrid capital - Debt /equity continuum

  • Covenants

  • Force majeure

  • Tax gross up / redemption

Revision Exercise: Participants will break into syndicates and be given various borrower profiles subject to certain market conditions. Syndicates must devise the most appropriate borrowing strategy for the client drawing on the first day’s analysis.


  • Syndicate roles and their development
  • The ‘Pot’ system
  • Active v. passive
  • Stabilisation


Selling Restrictions and US Regulations

  • Selling restrictions
  • Regulation S
  • Rule 144A
  • 10b 5 Due Diligence
  • TEFRA C & D


  • The pitch book
  • The mandate
  • Due diligence
  • The prospectus
  • EEA Prospectus Regulation/Directive
  • Retail summaries

The Deal Process

  • ‘Initial Syndicate Communication’
  • Announcement
  • Organising the syndicate
  • The roadshow

    • Deal or non-deal
    • ‘Sounding out'
    • Conflicts of interest
    • EEA MAD & MAR
  • Bookbuilding

       - Duration
  • Assessing demand

    • De-duping
    • Order inflation
  • Allocation

  • Pricing

Bond Pricing Exercise: Participants are given comparative pricings and are required to price a new issue and fill out the New Issue Term Sheet

  • Launch
  • ‘Confirmation to Managers’

Legal and Documentation

  • Offering circular
  • ‘Due diligence’
  • Subscription agreement
  • Agreement among managers
  • Base prospectus and final terms
  • Auditors comfort letters
  • Legal opinions
  • Trustee / fiscal agent
  • Listing

Distribution and Closing

  • Conflicts of interest and investment research
  • Distribution
  • Allotment
  • Role of the ICSDs and the common depository
  • Closing procedure

The ICMA Primary Market Handbook

  • Purpose
  • Content
  • Who does it apply to?
  • Standard documentation

Liability Management

  • Bond buybacks
  • Tender offers
  • Exchanges
  • Consent solicitations
  • Regulatory considerations

Course summary and close

Who should attend

  • Those newly involved in syndication and/or origination and corporate
  • Those responsible for managing these activities or needing to supply middle / back office support
  • Heads of New Issues
  • Heads of Origination
  • Heads of Debt Capital Markets
  • Heads of Corporate Finance
  • Heads of Funding
  • Heads of Syndication

Trust the experts

Chris O’Malley

The Course Director is an economics graduate with more than 35 year experience in the international debt markets entirely on the sales and origination side of the business. For 12 years he managed sales teams: firstly heading the London sales team for Credit Suisse First Boston and then managing ...


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