Bond Documentation In-House Course June 2022

15 June 2022
This case study is about how the client learned about the bond market, ICMA handbook, plain vanilla securities review, documentation, due diligence issues, etc.

The client and the requirement

The client has contacted us with the below request

  • A course on Bond Markets, Note issuance and Bond documentation (a combination of the courses below)
  • The Bond Market & Legal Mechanics of Note Issuances – 1 day – part 1 +2
  • Bond Documentation Part 1 and 2. (2x half days)

The attendants, are from the Corporate Finance team in charge of capital management servicing the Atradius Group of companies. Atradius is an occasional bond issuer. They were looking for an end-to-end process coverage for a bond issuance (SII compliant), stakeholders involved, dependencies, the content of the prospectus, timelines, parties and their roles.

An area of particular interest is: Solvency II hybrid issuance – SII compliance terms; issuer selection: OpCo/SPV/HoldCo and consequences; current practices. Also: Types of investors, and their interests/expectations; parties involved in the offering process, their roles, contract negotiation and current market prices.

The training:

Redcliffe Training designed and delivered a 2-day course over 4 half-days of training covering the below;

This Bond Documentation 4-part webinar provided an overview of debt securities and bond trading. Relevant for in-house lawyers and private practice lawyers alike as well as bankers, bond traders involved in anything from the day to day business such as the usual plain vanilla bonds to the more complex heavily negotiated transactions involving structured securities or unusual assets.

Part 1 of this webinar sets the scene by giving an introduction to the bond market including the ICMA, The ICMA Handbook & Recommendations with an overview of the categories of debt securities in the market. We then discuss in detail the legal characteristics of bonds including the key concepts embedded.

In Part 2 of this webinar we review the issuance of plain vanilla securities and the 4 stages of a bond issue. We look at stand-alone vs programme-based bond issues and we go through the various aspects of due diligence that is required.

In Part 3 we undertake a review of the bond documentation. Here we cover the key parties and documents involved, the payment obligations and mechanics and the terms and conditions of the bonds.

We discuss the differences in due diligence burdens between Reg S vs Rule 144A offerings and the provision of a 10b-5 legal opinion. We will then dwell into the discussion of the publications of a Red and a Black Prospectuses. We will then have a group discussion exercise which will involve plotting out the exact timeline of key deliverables from the start to the closing of a bond issuance, identifying the risks to the various parties involved at each of the different stages.

In Part 4 we will go through page by page all the bond documentation, prospectus and any ancillary documents provided by the client.

To view the technical content of our Bond Documentation course or to book places on the next course date, click here.

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