Euromoney Learning Solutions

Debt Securities Documentation and Syndicate Processes

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About the course

Boost your knowledge of legal & commercial aspects of international bond issues

The aim of Bond Documentation is to offer a practical understanding of international bond offerings and the mechanics of the documentation process in particular. The course, although commercial, focuses primarily on English law, which is widely used for international offerings. By attending this course, you will become familiar with the most important practical, legal and commercial aspects of international bond issues.

Course Highlights Include:

  • The key stages in the bond new issuance process from pre-launch to closing
  • How a Eurobond issue works and what documentation is required
  • Roles and responsibilities of the key participants
  • MTN programmes
  • Relevant regulatory aspects, including the Prospectus Directive
  • Selling restrictions
  • Listing considerations
  • The role and requirements of a trustee

Agenda

Day 1

  • Overview of the international bond and debt market

    • Introduction to the markets and securities traded
    • Characteristics of the Eurobond market
  • The key participants and their roles and responsibilities

    • Issuer, Banks, Counsel, Auditors, Listing Agent, Fiscal Agent, Trustee, Clearing Systems
  • Listing on the irish stock exchange

    • Gerard Scully, Irish Stock Exchange
  • Offering structure, timetable and commercial considerations

    • Typical offering structures for Eurobonds e.g. Standalone v. Programme; Syndicated v. private placement
    • Timetable (and factors that may impact upon it)
    • Commercial considerations e.g. Retail v. Wholesale; Listing venue; Selling restrictions
  • Principal documentation

  • Prospectus

    • Terms and Conditions
    • Form of the bonds
  • Subscription Agreement

    • Underwriting risk
    • Force majeure
    • Conditions precedent

Agency Agreement/Trust Deed

  • The role of the trustee
    • Why choose the trustee option?
    • Role of Trustee – pre-closing and post closing

Day 2

  • Mtn programmes

    • Overview
    • Final Terms
    • Key Considerations
  • European regulatory framework

    • Prospectus Directive
    • Transparency Directive
  • Prospectus disclosure

    • Disclosure
    • Due diligence
    • Supplements
  • Syndicate processes

    • Roles and responsibilities of the banks
    • Pre-launch, book-building and launch
    • The pot system
  • Selling restrictions

    • EU considerations
    • US overview (Reg S; 144a; TEFRA C and D)
  • Signing & closing mechanics

    • Settlement process
    • Waiver of conditions precedent
    • Key considerations

Course summary and close

Trust the experts

Kate Craven

Kate started her career in the City at Mitsubishi Trust International in 1987, followed by Kidder, Peabody International. From 1993 until 2003 she worked for Merrill Lynch International where she was the Head of TMG. Between 2003 and 2013 Kate worked for Barclays Capital as a Director in the Lega...

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