Bond Documentation

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)

Terms and Conditions of Bonds

Representations and Warranties, Covenants & Events of Default

Bond Trustees and Bondholder Meetings

Subscription Agreement

• Key terms
• Key areas of negotiation

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

The trainer is a specialist lawyer and senior adviser with over 25 years of transactional experience across magic circle law firms, bulge bracket investment banks and City practice, most recently as a partner heading a structured finance and derivatives team in Europe. She has been actively involved in the creation of innovative structured transactions, structuring, drafting and negotiating complex financings across multiple jurisdictions and asset classes.

Her core expertise spans securitisation, derivatives, structured finance, real estate finance, repos, debt capital markets and financial regulation. She has advised some of the world's leading financial institutions, including Credit Suisse, Citigroup and HSBC, and has practised across London, New York, Hong Kong and Singapore, giving her both a global perspective and deep experience of cross-border transaction structures.

At A&O Shearman, she advised on CMBS and RMBS securitisations, real estate finance, Opco/Propco structures, LMA documentation and US 144A deals with secondments to the Real Estate Finance trading desk at Credit Suisse and to Citibank, advising on structured real estate finance, acquisition finance and syndication. She subsequently moved in-house at Credit Suisse, advising on structured products, derivatives, CDOs, CLOs, repos and regulatory capital transactions through and after the global financial crisis.

Her consulting career spans complex, high-profile projects for major banks and financial institutions, including HSBC, Linklaters, Barclays and others, covering derivatives, securitisation, regulatory compliance and large-scale remediation.

Since 2015, she has been a subject matter expert trainer, designing and leading courses globally for senior lawyers and partners in private practice and in-house, bankers, asset managers, accountants and C-suite executives. Her courses cover derivatives and ISDA documentation, securitisation, real estate finance, repos, structured products, debt capital markets, bond documentation, CLOs and FATCA.

She holds an LLB (Hons) from University College London.

• 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 apprised 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.

• 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.

• 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 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 training to ensure that participants can apply and consolidate their knowledge as the course progresses. During the training, participants will be provided with sample Bond Terms and Conditions for review.