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Bond Documentation

2 Part Course  |  The EU and UK Regulatory Frameworks

Bond Documentation Training Course

A one-day course presented in two half-day live webinars

This course is a ‘must know’ for:
  • In-house legal counsels at any level.
  • Private practice lawyers at any level from paralegals, trainees, 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 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 securitisations.
The 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.

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

  • Get an overview of the bond/capital markets, including the discussion of the bond documentation, legal opinions and the negotiation of the subscription agreement.
  • Covers the technical legal aspects as well as the detailed practical step-by-step process of issuing bonds.
  • Learn about the selling restrictions including the 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 targetted.
  • Provides an outline of the pros and cons of stand-alone bond issuances vs programme-based MTN issuances.
  • Covers the payment obligations and mechanics of bonds along with an overview of the terms and conditions of bonds.

Part One

Plain Vanilla Listed Securities

  • 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 due diligence
    • Process

Overview of Bond Documentation

      • Parties Involved
      • Main Documents
        • Fiscal Agent Structure
        • Trust 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

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 Settlement of Bonds

Selling Restrictions

  • EU
  • US
    • Reg S
    • Rule 144A

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

She is a consultant, keynote speaker, business adviser, author and trainer and has practised law for nearly 20 years in the banking & 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 a number of award winning transactions involving repackagings, 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 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 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, structured products.

This trainer also teaches Derivatives and ISDA Documentation and Negotiating the ISDA Master Agreement.

This Bond Documentation 2-part webinar 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, 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. This 2-part webinar will also be relevant to the Operations and Documentation teams involved in bond transactions from time to time, structures, compliance personnel as well as 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 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 settlement of bonds. 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 webinar to ensure that participants can apply and consolidate their knowledge as the webinar progresses. Participants will be provided with sample Bonds Terms and Conditions for review during this webinar.

  • 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.
Number of places:
Part 1
Number of places:
Part 2

£795.00

Per participant per part
Discounts available for multiple place booking find out more
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