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Bond Documentation

Learn the EU and UK Regulatory Frameworks

A close-up of the clock face of Big Ben Clock Tower with a blue sky in the background

A one-day bond documentation course

Part One

Plain Vanilla Listed Securitised Bonds

  • 4 Stages of a Stand-alone Bond Issue
  • Programme-based Note Issue
  • Due Diligence:
    • Purpose and scope
    • Legal due diligence
    • Accounting and financial due diligence
    • Business bond due diligence
    • Process

Overview of Bond Documentation

  • Parties involved
  • Main Bond Offering Documents:
    • Fiscal Agent Bond Structure
    • Trust bond Structure

Case Study on Trust vs Fiscal Structure and Payment Mechanics

Payment Obligations

  • Bullet vs amortising
  • Call/put options
  • Spens Clause
  • Failure to pay

Payment Mechanics

  • Paying Agent and Credit Lines
  • Calculating fixed and floating rate interest
  • Day count fractions
  • Withholding tax and FATCA (Foreign Account Tax Compliance Act)

Part Two

Terms and Conditions of Bonds

Group Exercise: Detailed Analysis of the Terms and Conditions of Bonds; all participants will be provided with Bond Ts & Cs for review

Representations and Warranties, Covenants & Events of Default

Bond Trustees and Bondholder Meetings

Group Exercise on Bond Trustees

Subscription Agreement

  • Key terms
  • Key areas of negotiation
Group Discussion Exercise on Timeline from start to closing day and conditions precedents to signing and closing

Legal Opinions

  • Issues to be covered
  • Reliance
  • 10b-5 opinions

Credit Rating of Bonds / Clearing and Bond Settlement

Selling Restrictions

  • EU
  • US:
    • Reg S
    • Rule 144A

This bond documentation course trainer is an expert in structured finance specialising in securitisation, real estate finance, banking, bond capital markets, derivatives, structured products and financial regulation.

She is a consultant, keynote speaker, business bond adviser, author and trainer and has practised law for nearly 20 years in the banking and bond finance industry. She has spent her career advising some of the most prestigious global financial institutions such as Goldman Sachs, Morgan Stanley, Citigroup & Credit Suisse. Her primary role was to manage the legal risk globally across the various businesses within an investment bank. As a trainer, she now designs and leads training workshops for senior lawyers, law firm partners, accountants, bankers and various senior executives.

She has been actively involved in the creation of innovative structured transactions; structuring, drafting and negotiating complex financings including complex repo facilities, hybrid structured products with multiple embedded derivatives, repackagings, synthetic CLOs and regulatory-driven structured transactions; all types of securitisation transactions and restructuring them; supervision of large scale remediation project involving the mis-selling of interest rate swaps, financial regulatory projects and financial litigation.

She holds a Law LL.B (Hons) degree from University College London (UCL) and has worked in the Finance Know-how team at Clifford Chance. She trained at Sidley Austin Brown & Wood LLP and worked on several award-winning transactions involving repackaging, securitisations and US corporate securities. She practised as a solicitor at Linklaters LLP in Singapore and has also worked in New York and Hong Kong.

Returning to London, she spent around 5 years at Allen & Overy LLP. She advised on a wide range of issues including swaps, insolvencies, disclosure matters under the Prospectus Directive, US 144A SEC-registered deals, real estate finance, master trust, CMBS and RMBS securitisations and Opco/Propco structures for loan securitisations. She was seconded to Credit Suisse to work on the Real Estate Finance trading desk where she worked on loan origination, leverage bond finance and acquisition finance deals. Later she was seconded to Citibank where she advised on LMA loans, highly structured real estate finance transactions, risk mitigation and syndication.

In 2007 she moved to Credit Suisse as in-house legal counsel advising on structured bond capital markets, derivatives and structured products including fund-linked products, a range of exotic trades, CDOs, CLOs, repos and other highly structured financing transactions conducted during and post credit crunch. She structured and documented trades that achieved the required regulatory capital and balance sheet treatment using a combination of techniques such as credit default swaps, call options or unfunded loan participations.

She started working as a specialist consultant in 2009 advising her clients on complex projects involving legal, operational, regulatory and compliance matters on derivatives and structured products.

Our trainer also teaches courses on Derivatives and ISDA Documentation and Negotiating the ISDA Master Agreement.

  • An overview of the bond/capital markets, including the discussion of the bond documentation, legal opinions and the negotiation of the subscription agreement.
  • The technical legal aspects as well as the detailed practical step-by-step process of issuing bonds.
  • The selling restrictions including US ones that are relevant to bond issuances.
  • Be appraised of the various aspects of due diligence required when issuing bonds and the types of investors targeted.
  • The pros and cons of stand-alone bond issuances vs. programme-based MTN issuances.
  • The payment obligations and mechanics of bonds along with an overview of the terms and conditions of bonds.

  • This is the only 2-part bond documentation course on the market that not only covers the bond issuance but also the negotiation of the subscription agreement, the legal opinions including the US one, and the selling restrictions.
  • This training elegantly combines the technical legal and commercial aspects relating to the bonds market.
  • To understand and embed key concepts, participants will have an opportunity to undertake a bespoke-designed case study and carry out exercises. This allows you to practically apply the theory covered in the course.
  • Our trainer has a rare combination of experience that enables her to cover the legal, commercial, regulatory and structuring aspects of this subject matter. Participants will benefit a great deal from her hands-on experience, particularly during the discussions during the 2-part training.
  • Our trainer is a lawyer with a background from The Magic Circle law firms, the bulge bracket investment banks as well as an accountancy practice, hence she comes with a wide array of experience ranging from working on complex innovative transactions to BAU flow work.

Our Bond Documentation course is a ‘must know’ for:
  • In-house legal counsels at any level.
  • Private practice lawyers at any level from paralegals, trainees and junior and senior associates to partners and heads of departments involved in or likely to be involved in documenting, reviewing and negotiating bond transactions.
  • Bankers and structurers at all levels (Analysts, Associates, Vice Presidents, Directors and Managing Directors) who typically act as Arrangers, Lead Managers, Fiscal Agents and/or Trustees in bond transactions.
  • Transaction bond management/execution personnel at any level involved with documentation, issuance and listing of stand-alone bond issuances or MTN programme draw-down.
  • Listing agents involved with listing bond prospectus.
  • Any professional involved in securitised bonds.

Our course is a ‘nice to know’ for:
  • Bond traders at any level.
  • Rating agency personnel at any level involved with rating bonds on issuance.
  • Any professional at any level who wants to understand the ins and outs of the bond issuance process and bond documentation.

Bond Documentation training provides an overview of debt securities and bond trading. It is relevant for in-house lawyers and private practice lawyers alike as well as bankers and bond traders involved in anything from the day-to-day business bond such as the usual plain vanilla bonds to the more complex heavily negotiated transactions involving bond structured securities or unusual assets. This 2-part bond documentation training course will also be relevant to the Operations and Documentation teams involved in bond transactions from time to time, bond structures, compliance personnel, and accountants who advise clients on bond trades.

We set the scene by reviewing the issuance of plain vanilla listed 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.

We undertake a review of the bond documentation. Here we cover the key parties and bond offering documents involved, the payment obligations and mechanics and the terms and conditions of the bonds. We discuss in detail the subscription agreement, the representations, warranties, covenants, conditions precedent and the key areas of negotiation. We discuss the events of default and the role of the trustee followed by legal opinions, ratings and the issues around the clearing and bond settlement. There will be a very brief coverage of selling restrictions and the provisions of Reg S and 144A issuances.

There will be various exercises throughout this 2-part training to ensure that participants can apply and consolidate their knowledge as the course progresses. During the training, participants will be provided with sample Bonds Terms and Conditions for review.

  • The tutor had excellent knowledge and she managed to cover many different topics on a limited time. She was also really approachable and she was trying to make the webinar more interactive by asking us questions and ask our point of view on the several legal issues.

Have this course presented In-House

  • On a date, time and in a location of your choice
  • Topics expanded or deleted to your bespoke requirements

Have this course pre-recorded

  • Full course recording edited exclusively for your company
  • Files converted to enable housing on your LMS
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