Debt Capital Markets

A practice note discussing the details of the bank levy applying from 1 January 2011.

A note examining which documents are required for a bond issue, including the prospectus, subscription agreement, paying agency agreements, trust deed, global note and other ancilliary documents such as legal opinions and comfort letters.

This practice note explains what a governing law clause is and the consequences of not having one. It also sets out the matters that should be considered when selecting the governing law for a finance transaction.

A practice note giving an overview of the processes of clearing and settlement of securities in Europe, with particular emphasis on debt securities such as eurobonds and medium term notes. This note also contains a link to a Practice note on clearing and settling securities in the US.

An overview of CRA III (also referred to as CRA 3 or CRA3). CRA III is a Regulation proposed by the European Commission in November 2011 that will amend the CRA Regulation (Regulation 1060/2009) to strengthen existing EU legislation on credit rating agencies (CRAs). CRA III has been adopted by the European Parliament and Council and now awaits publication in the Official Journal. CRA III will make significant amendments to the CRA Regulation on issues including the reliance of firms on external credit ratings, sovereign debt ratings, competition in the CRA industry, the civil liability of CRAs and the independence of CRAs. This note is currently being revised to reflect the text of the CRA Regulation that was adopted by the Council of the EU on 13 May 2013.

A discussion of tax issues that may arise when interest and royalties are paid between the UK and other countries.

An explanation of the role of a fiscal agent compared to a trustee and when each might be required in debt securities transactions.

An overview of the documents, parties and procedure for issuing notes under a euro medium term note (EMTN) programme.

An overview of the documents, parties and procedure for updating or amending a euro medium term note (EMTN) programme.

Do you have a trainee or newly qualified lawyer joining your finance team? Are you a trainee or newly qualified lawyer wondering what finance transactions are all about? Have you moved in house and find yourself having to get to grips with finance law? If so, have a look at the following materials to get an overview of the law and practice of finance transactions. Remember to arrange for any new recruits to get access to PLC Finance and ensure they are signed up to receive our weekly and/or monthly e-mails. To do this, please e-mail info@practicallaw.com or contact your account manager on 020 7202 1220. If you do not subscribe to PLC Finance, see Request a free trial or call 020 7202 1220 to register your interest in a free trial.

A note explaining how to issue bearer debt securities using the classic global note structure, which is a system for holding global notes and making payments to investors under them. This note should be read together with Practice note, Chronology of a bond issue which explains the background to, and initial stages of, an issue of debt securities.

A note on raising debt finance by issuing high yield bonds, including an explanation of key structuring issues and typical high yield bond covenants.

A practice note listing key forthcoming dates in 2012 for corporate tax practitioners.

This note gives an overview of the matters to be considered when requesting or responding to a request for an English legal opinion, the form and content of an English legal opinion and the practical steps to be taken when providing an English legal opinion. The note also links to detailed notes on the purpose and structure of legal opinions in finance transactions in the United States, including the purpose and structure of legal opinions delivered in securities offerings in the United States.

An overview of the rules and procedures for listing debt securities in London.

This note outlines the key changes to the UK listing regime that took effect on 6 April 2010. The pre-6 April 2010 regime of primary and secondary listings has been replaced with a regime of premium listings and standard listings.

A practice note providing an overview of the different methods of raising debt finance and examining the advantages and disadvantages of a company raising debt finance by doing a bond issue compared to raising debt finance by a syndicated loan. This note also contains links to multi-jurisdictional guides to finance and capital markets, including issues relating to the rasing of debt finance, and a detailed practice note on raising debt finance in the United States.

An overview of the Prospectus Directive (2003/71/EC) (as amended) and the Prospectus Regulation (809/2004) (as amended), and the content requirements for a prospectus for an issue of debt securities.

This practice note discusses the issues that may arise when drafting a UK tax opinion for a true sale securitisation and the way with which they are usually dealt.

A note on Rule 144A of the US Securities Act 1933, as amended. The rule provides a safe harbour from the requirement to register securities with the US Securities & Exchange Commission (SEC). The rule is available to underwriters or other securities holders wishing to re-sell securities to qualified institutional buyers (QIBs) in the United States. This note is an overview of Rule 144A for non-US lawyers. A more detailed note of the rule is available on the PLC US Corporate & Securities website.

A note on the EU Short Selling Regulation (236/2012) that came into force in the UK on 1 November 2012. The note gives an overview of the restrictions on short selling EU sovereign debt and entering into sovereign credit default swaps, and sets out the applicable exemptions and notification requirements under the Short Selling Regulation.

A document containing items formerly found in PLC Tax legislation trackers but that are now in force.

This note compares registered and unregistered offerings of securities in the US (and outside the US under Regulation S). It gives a general overview of these offerings for non-US companies. It discusses the main advantages and disadvantages of registered and unregistered offerings, key issues to be aware of when conducting a registered offering, and the basic requirements of the three main unregistered offering exemptions and safe harbours (Rule 144A, Section 4(a)(2) (formerly Section 4(2)) and Regulation D, and Regulation S).  It also discusses the special accommodations available to non-US companies that qualify as "emerging growth companies" under the US Jumpstart Our Business Startups Act of 2012 (JOBS Act).

A practice note listing the recent deals published on What's Market.

This practice note explains the exemptions available to debt securities so that they avoid being deposits.