The Banking and Corporate Finance Training Specialist

Bond Documentation

This course is presented in London on:

8 March 2018, 18 September 2018

http://redcliffetraining.com enquiries@redcliffetraining.co.uk

+44 (0)20 7387 4484

Course Overview

Participants will:

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.

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 practicing 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.

Introduction

The International Capital Markets

The ICMA 4 Categories of Securities Key Features of Bonds

Key Concepts Fungibility

Negative Pledges Custody Subordination

Legal Structural

Contractual Trust Subordination Contingent Debt Subordination

Bearer vs Registered Bonds

Course Objectives

Background of the trainer

Course Content

http://redcliffetraining.com enquiries@redcliffetraining.co.uk

+44 (0)20 7387 4484

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

Process

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 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 Settlement of Bonds Selling Restrictions

EU US Other Jurisdictions

http://redcliffetraining.com enquiries@redcliffetraining.co.uk

+44 (0)20 7387 4484

Delivering this course in-house for you to a number of participants could be very cost effective.

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 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.

Course Summary

09:00-17:00

London

Standard Price: £695 + VAT

Members Price: £556 + VAT