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

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

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

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 & Roisin Keaveney

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 the capital markets
• Overview of credit default swaps

Day 3

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 Euro-commercial 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

• 
  The course instructor is a solicitor with over 15 years experience in structured finance and capital markets in London and Paris. 
  
  She has worked at Norton Rose, Cadwalder and Gide Loyrette Nouel, and has advised on numerous European bond, MTN and commercial paper offerings. She is currently a senior member of the debtXplained team which provides market focused reviews and information on high yield transactions, led by Stephen Mostyn-Williams.
  
  In addition to legal practice she has worked in strategy consulting with LEK Consulting LLP and has carried out research at Oxford University and New York University School of Law. Claire has also completed the corporate finance program at London Business School.
  

  Courses run by this instructor

  • Bond & Debt
  • Advanced Bond & Debt
  • Debt Restructuring
  • Loan Documentation: M2 - Advanced Loan Documentation

Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.

Advanced Bond & Debt

19-20 Sep 2013 (London, United Kingdom)

The Euromoney Legal Training course will consist of a series of lectures and workshops that will provide a practical insight into dealing with the documentation of bond & debt transactions. Participants will leave the course with all the essential tools they need to do their jobs with maximum effect having been guided through the details of such a transaction.

Bond & Debt

11-13 Nov 2013 (Copenhagen, Denmark)

The aim of this Euromoney Legal Training 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.