Bond & Debt

Course overview: The aim of this course is to examine the most important legal issues which arise in the documentation of international offerings of Eurobonds. The course looks at contentious clauses in the documentation of debt issues, with particular reference to problems which may arise in areas such as material adverse change and default. The course focuses primarily on English law, which is most widely used for international offerings, but also touches on the differences with other legal systems and markets. The course systematically tracks the progress of an international offering, highlighting the problems that can arise during the initial distribution period and between the launch of an issue and maturity. By the end of the course, you will be thoroughly familiar with the most important legal aspects of international bond issues and equipped to recognise and tackle the problems that arise. How this course will help you You will learn: The fundamentals of international capital markets and the nature of the main products How a Eurobond issue works and what documentation is required The essential points about sales restrictions including a checklist for the US How to structure the subscription agreement to deal with underwriting risk The role and requirements of a trustee The structuring of high yield debt issues The particular legal considerations which must be addressed for medium term note and euro-commercial paper programmes Who should attend: Lawyers in financial institutions Bankers concerned with international bond and debt offerings and particularly with documentation issues Lawyers working for issuers of international bond and debt, including corporations, governments and supra-national agencies Lawyers in private practice with clients involved in international offerings
Day 1: Monday 23th June Overview of the international bond and debt markets Introduction to the markets and securities traded Characteristics of the Eurobond market The key participants and their roles Offering structure and timetable Typical offering structures Timetable Principal documentation Documenting the key timetable and setting up the structure Identifying the key terms of the offering The mandate letter The prospectus directive and other new European directives The framework Key considerations for Eurobond issuers Ongoing issues affecting the Eurobond market Underwriting and analysis of subscription agreement Nature of underwriting risk Representations and undertakings Conditions precedent Force majeure The role of the trustee Stephen Norton, The Law Debenture Corporation Plc Why choose the trustee option? Role of trustee: Pre closing Post closing Day 2 :Tuesday 24th June Contents of the disclosure documents Legal requirements for disclosure Conducting due diligence Offering circular: contents/plain English Invitation telex Financial services (1) UK US Listing on the Irish Stock Exchange Gerard Scully Financial services (2) European directives Analysis of terms and conditions Other key transaction issues The form of the bond Listing Accounting standards Rating Overview of credit derivatives in capital markets Introduction to derivatives The role of derivatives in capital markets Overview of credit default swaps Day 3: Wednesday 25th June Closing the deal The mechanics Possible issues Future obligations Review of the transaction timetable High yield debt phenomenon Structuring issues Typical covenant package Listing Why list? Procedure and requirements Continuing obligations Listing non-standard issues Medium term notes and Eurocommercial paper Structure of programme agreement Legal and regulatory framework Workshop 1: outlining a Eurobond deal Workshop 2: disclosure issues General feedback session Discussion of points arising from earlier sessions and raised by delegates Closing remarks