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Issuing high yield bonds—documents list

Issuing high yield bonds—documents list The documents listed below provide an overview of the core transaction documents typically used to document a high yield bond issuance. The description for each provides an explanation of the document's purpose and the parties which typically enter into them. Additional documents may be required to deal with aspects of a specific transaction (such as escrow arrangements) or to reflect bespoke arrangements. Document Description 144A Global Note A single note signed by the issuer which represents the entire amount of debt in relation to the Rule 144A issuance.Section 5 of the US Securities Act 1933 requires all offers and sales of securities in the US to be registered with the Securities and Exchange Commission (SEC) unless an exemption applies. Rule 144A is a safe harbour exemption from the section 5 requirement and it enables the initial purchasers of the bonds (see Purchase Agreement below) to resell the bonds to 'qualified institutional buyers', institutional investors who meet certain criteria.For more information on Rule 144A,...

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Bridge to bond facilities

Bridge to bond facilities What are they? A bridge to bond facility is a type of acquisition financing where the buyer requires the certainty of a fully committed financing package, but which is intended to be replaced in the future with a mid- to long-term financing in the form of high yield bonds. In markets where acquisitions typically do not have a financing condition, a bridge financing package (which is available to be drawn if necessary) is often a key component to a successful bid. This Practice Note focuses on bridge to high yield bond financing. However, investment-grade borrowers also commonly use bridge facilities for acquisitions. Bridge commitments for investment-grade borrowers differ in many ways, including: lower pricing, much less restrictive covenants (the terms often follow the borrower’s existing credit facilities) and the securities demand mechanic may not be included (or if included, it may only be triggered by ratings downgrade). Bridge commitments for investment grade borrowers may also have longer maturities (or extension rights exercisable by...

Parties involved in a Rule 144A/Regulation S debt offering

Parties involved in a Rule 144A/Regulation S debt offering What does this Practice Note cover? This Practice Note discusses the parties in a Rule 144A (17 CFR § 230.144A)/Regulation S debt offering. These offerings are generally complex transactions that involve multiple parties, each performing a critical role. Key parties include the representatives of the issuer, one or more investment banks to serve as the initial purchasers of the securities (and to perform a similar role for the Regulation S securities), a trustee/paying agent, and an independent auditing firm, as well as counsel to the issuer, initial purchasers, and trustee. Further, there may be other parties involved in a more limited capacity, including local counsel, The Depository Trust Company (DTC), credit ratings agencies, printers and regulators, among others. Each of these parties is discussed in further detail below. Issuer The issuer is the entity issuing the securities being offered and sold. As the driver of the securities offering, the issuer will approve the key commercial terms of the offering,...

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Charge over shares held in CREST plug in clauses for an equitable share charge

Charge over shares held in CREST plug in clauses for an equitable share charge DEFINITIONS The following definitions need to be added to and the definitions of Related Rights, Secured Assets, Shares and Specific Shares need to be deleted from Clause 1.1 (Definitions) of Precedent: Share charge (granted by the borrower): single company chargor—bilateral—specific monies. CREST • means the electronic settlement system operated by Euroclear UK and International Limited (incorporated in England and Wales with registered number 2878738) for UK securities, or any successor system from time to time; Escrow Account • means an escrow account in CREST in the Chargor's name or otherwise referable to that Chargor (the operating procedures for which permit only the escrow agent to give instructions to CREST in respect of the Specific Securities charged under this Deed held in that escrow account); Related Rights • means all of the present and future rights to: (a) dividends, distributions, interest and other income from the Securities; (b) allotments, rights, money or property...

Signing and closing agenda for bond offering

Signing and closing agenda for bond offering Parties 1 Issuer [•] 2 Guarantor [•] 3 Lead Manager [•] 4 Settlement Manager [•] 5 Principal Paying Agent [•] 6 Trustee [•] 7 Registrar [•] 8 Auditors [•] 9 Tax Advisers 10 Lead Manager Legal Advisers [•], legal advisers as to the Lead Manager, and [•], legal advisers as to the Trustee 11 Issuer Legal Advisers [•], legal advisers to the Issuer and the Guarantor 12 The Depository Trust Company (DTC) 13 Euroclear Bank SA/NV (Euroclear) 14 Clearstream Banking S.A. (Clearstream) 15 Common Depositary [•], in its capacity as Common Depositary 16 [The London Stock Exchange plc] (Stock Exchange) 17 [The Financial Conduct Authority] (FCA) 18 [Regulatory News Service of the Stock Exchange] (RNS) SIGNING AGENDA 1 Preliminary Prospectus — [DATE] 1.1 All parties to agree the Preliminary Prospectus (including sign-off from the FCA). 1.2 All legal documents and conditions precedent to have been substantially agreed. 1.3 Investor presentations and launch announcements to be finalised. 1.4 Printing of Preliminary Prospectus (if...

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Financial Services Regulation and Compliance—Insurance March 2025

Ireland-Banking & Financial Services analysis: Domestically, the CBI published the insurance quarterly newsletter. At European level, EIOPA published technical advice on standard formula capital requirements for crypto assets and its monthly technical information for Solvency II. This article was written by the Insurance & Reinsurance team of A&L Goodbody LLP

Lexis®PSL Dispute Resolution weekly highlights—25 August 2016

Welcome to the weekly highlights from the Lexis®PSL Dispute Resolution team for the week ending 25 August 2016. In this week’s edition we highlight analysis on a variety of matters, including: jurisdiction issues in conspiracy and breach of fiduciary duty claims (Bosworth) and in the context of the Hague Rule time limits (Golden Endurance), costs management (Signia) and litigation funding in Australia and the UAE. We also identify further relevant analysis from other Lexis®PSL Practice Areas, an article on the impact of Brexit, the key updates to our core content, our latest Q&A, and this week’s posts in the Dispute Resolution Blog. All this, and more, in our weekly highlights.