This course can also be presented face to face in-house or via live in-house webinar.
Bond Documentation Course Objectives:
- Be introduced to the international capital markets, the ICMA and the key features of bonds.
- Get an overview of the plain vanilla listed securities, including the four stages of a bond issue.
- Have explained to them the bond documentations with the payment obligations and mechanics, including bond trustees and bondholder meetings.
- Gain an understanding of the prospectus directive (PD) with the PD regulations and key provisions.
- Learn about the EU and UK regulatory frameworks
Bond Documentation Course Content:
- The International Capital Markets
- The ICMA
- 4 Categories of Securities
- Key Features of Bonds
- Key Concepts
- Negative Pledges
- Trust Subordination
- Contingent Debt Subordination
- Bearer vs Registered Bonds
- Global vs Definitive Bonds
- Temporary vs Permanent Global Notes
- CGN vs NGN Structure
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
Overview of Bond Documentation
- Parties Involved
- Main Documents
- Fiscal Agent Structure
- Trust Structure
- 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
- Terms and Conditions of Bonds
- Representations and Warranties
- Events of Default
- Bond Trustees and Bondholder Meetings
- Subscription Agreement
- Key Terms
- Key Areas of Negotiation
- Legal Opinions
- Issues to be covered
- 10b-5 Opinions
- Credit Rating of Bonds
- Clearing and Settlement of Bonds
- Selling Restrictions
- Other Jurisdictions
Background of the trainer:
Trained as a lawyer, the trainer has over 19 years experience in international banking and structured finance transactions, including real estate finance, loans, leverage finance, debt capital markets, securitisation, structured products, repos, derivatives and financial regulatory and compliance. She has been actively involved in the creation of innovative award winning structured transactions and negotiating complex financings.
She has advised global institutions such as Credit Suisse, Citigroup and Goldman Sachs and spent many years practising law at Allen & Overy LLP, Linklaters and Sidley Austin Brown & Wood in multiple jurisdictions including London, New York, Hong Kong, Singapore etc.
She holds a Law LL.B (Hons) degree from University College London and has worked in the Finance Know-how team at Clifford Chance. She is an author and now runs her own business advisory, training and legal consultancy.
Bond Documentation Course Summary:
This Bond Documentation course 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 course will also be relevant to the Operations and Documentation teams involved in bond transactions from time to time, structurers, compliance personnel as well as accountants who advise clients on bond trades.
The first part of this Bond Documentation course sets the scene by giving an introduction to the international capital markets, the categories of securities and characteristics of plain vanilla bond securities. We then cover the 4 stages of a bond issue and look at stand-alone vs programme-based bond issues.
We go through the various aspects of due diligence that is required followed by a review of the bond documentation overview. In this part 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.