Euromoney Audit Training

On this intensive 3–day financial training course you will learn about debt primary markets, featuring:

• The structure and workings of the international primary markets for debt
• Explore how and why to use debt primary markets for financing
• How to structure the most appropriate financing for a borrower
• How such a transaction should be syndicated and documented
• New: Financing in difficult markets since the 2008 credit crisis

Course Background

The primary markets have always been the main focus of attention by competing banks and by the  media when looking at the international capital markets. And yet to date no comprehensive guide exists as to how the debt primary markets work. This course is designed to give an understanding of the markets, a solid grounding in how they work and help to unravel the jargon of the new issues.

The course also covers the rationale for debt financing and the types of borrowers and instruments available. It considers the investor's requirements for returns and security against the balance sheet implications for the issuer. It also reviews the various syndication customs and practices and looks at the legal and regulatory requirements involved in bringing issues to the international markets.

Methodology

• Focused yet interactive teaching method
• Use of exercises to emphasise the key learning points
• Gives you the opportunity to apply the skills acquired during the programme to ensure you have a complete understanding of the topics before leaving the course.

Who should attend?

All those newly involved in syndication, origination or corporate finance and those responsible for managing these activities or needing to supply middle and back office support, including individuals who work in the areas of:

• New Issues
• Origination
• Debt Capital Markets
• Corporate Finance
• Funding
• Syndication

Day 1

Introductions

• Sources of finance
• Financing choices
• Cost of equity and debt
• Weighted Average Cost Of Capital (WACC)
• Financial leverage
• Modigliani and Miller
• Purpose of funding
• Market conditions

Borrowers

• Borrower requirements
• Corporates
• Loans v. bonds
• SSAs
• Sovereigns
• Supranationals
• GGBs
• FIs
• Capital adequacy
• Basel 1 & 2
• Basel 3

Credit

• Credit ratings
• Credit rating agencies
• Credit rating performance
• Credit rating process
• Regulation of CRAs
• Credit enhancement

Bond types

• History
• International bonds
• Public or private
• Floating rate notes
• Fixed rate
• Medium term notes
• Structured notes

Securitisation

• Definitions
• The collateral pool
• Role of seller, servicer and SPV
• Capital structure
• Risk transfer
• Why securitise?
• Securitisation and the financial crisis

Day 2

Working with swaps

• Definitions
• History of swaps
• Interest rate swaps
• Liability swaps
• Exploiting comparative advantage

Investor protection

• Events of default
• Debt ranking
• Hybrid capital
• Debt / equity continuum
• Covenants
• Force majeure
• Tax gross up / redemption

Liability management

• Types of transactions
• Bond buy backs
• Tender offers
• Exchanges
• Bondholders consent
• Opportunities and driving forces
• FI bond buy-backs & exchanges
• Regulatory considerations

Syndication

• Syndicate roles
• The early years
• The ‘bought deal’
• The ‘fixed price re-offer’
• The ‘Pot’ system
• Stabilisation

Day 3

Selling restrictions & US regulations

• Selling restrictions
• Regulation S
• Rule 144A
• TEFRA C & D

ICMA and the IPMA handbook

• ICMA’s role
• IPMA Handbook
• Key Recommendations

Pricing & launch

• Pre-launch
• The mandate
• Roadshow
• Bookbuilding
• Pricing
• Launch
• Expenses

Legal and documentation

• Offering circular
• ‘Due diligence’
• Subscription agreement
• Agreement among managers
• Base prospectus & final terms
• Trustee / fiscal agent
• Listing

Distribution & closing

• The Roadshow
• Conflicts of Interest
• Distribution
• Allotment
• Closing procedure

Regulatory challenges

• The regulatory response to the crisis
• European regulation
• Prospectus directive
• Transparency directive
• Market abuse directive
• MiFID

Course summary & close

• Chris O'Malley

  Chris O'Malley is an economics graduate with 25 years of experience in the international debt markets (entirely on the sales and origination side of the business).
  
  For 12 years, he managed sales teams: firstly heading the London sales team for Credit Suisse First Boston and then managing sales globally for Samuel Montagu, Midland Montagu and subsequently HSBC.
  
  For HSBC, he then transferred to the origination desk, establishing a new issue business for the Middle East, India and Africa, successfully bringing many new issues to the loan and bond markets.
  
  Chris was a consultant to the International Primary Market Association, and is now with the International Capital Market Association (since the merger of the trade associations), focussing on primary market practice, regulatory matters, education and IT/e-commerce initiatives.

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.

Syndicated Lending Techniques - Johannesburg

29-31 May 2012 (Johannesburg, South Africa)

This practical and highly interactive 3-day financial training course, which incorporates numerous case studies, provides delegates with a thorough understanding of the syndicated loan market, its process and potential.