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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,...

EU Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline

EU Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline This timeline shows key developments relating to the EU’s Markets in Financial Instruments Directive 2014/65/EU (MiFID II) and the Markets in Financial Instruments Regulation (EU) 600/2014 (MiFIR) (together, the EU's MiFID II framework). For earlier developments, see Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline (2007–2023) [Archived]. For key developments relating to the UK’s MiFID II framework, see: UK MiFID II regime—timeline. 2025 Date Source Document Description 10 April 2025 ESMA ESMA delivers rules on the single volume cap, Systematic Internalisers and circuit breakersFinal Report on SI notification, volume cap and circuit breakers The European Securities and Markets Authority (ESMA) has published a final report containing three draft technical standards related to the revised MiFIR and MiFID II. The package includes standards on single volume cap application, a new qualitative regime for systematic internalisers (SIs), and rules on circuit breakers aligned with the Digital Operational Resilience Act (DORA)....

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Bonds and notes

The terms ‘bonds’ and ‘notes’ are used interchangeably (and there is no legal difference between the terms), though notes tend to be issued either continuously or intermittently with shorter maturities (under three years) and bonds issued in a discrete large offering with a longer maturity. For an introduction to the debt capital markets generally, see Practice Notes: Key features of the debt capital markets and Introductory guide to the debt capital markets.Characteristics and motivation of bondholdersTypically bonds will be held by a wide range of investors based in various jurisdictions across the world. Bondholders tend to be institutional or private lenders and may include pension funds, insurance companies, investment funds, governments and large corporate entities.Bonds are freely traded on the open market and this ease and frequency of trading means that it is more difficult to identify and communicate with a diverse and rapidly changing bondholder group during a restructuring than with a bank group. It is often harder to predict how bondholders will react, especially if they are not...

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...

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Precedent signing and closing memorandum for a commercial mortgage-backed securities transaction

Precedent signing and closing memorandum for a commercial mortgage-backed securities transaction A Signing and Closing Memorandum is required to assist the smooth execution of a complex transaction. This precedent signing and closing memorandum sets out steps to be taken in order to close a commercial mortgage-backed securities (CMBS) transaction. Additional documents or steps may be required depending on the specific transaction. [ISSUER] [CURRENCY][AGGREGATE AMOUNT] CLASS [A] NOTES DUE [•] AND [CURRENCY] [AGGREGATE AMOUNT] CLASS [B] NOTES DUE [•] (THE NOTES) SIGNING AND CLOSING MEMORANDUM 1 Parties involved in the transaction THE PARTIES Issuer [●] Holdings [●] Originator [●] Arranger [●] Manager [●] Trustee [●] Security Trustee [●] Paying Agent [●] Account Bank [●] Cash Manager [●] Servicer [●] Special Servicer [●] Swap Counterparty [●] Liquidity Facility Provider [●] Registrar [●] Corporate Services Provider [●] [Listing Agent] [●] Listing Authority [●] Stock Exchange [●] [Rating Agencies] [●] Euroclear Euroclear Bank SA Clearstream Clearstream Banking, societe anonyme Common Depositary [●] Auditor [●] Valuer [●] Issuer's Counsel...

Tax disclosure—bond issue offering document

United Kingdom Taxation General The summary set out below describes certain taxation matters of the United Kingdom based on the Issuer’s understanding of current law and HM Revenue & Customs (HMRC) published practice as at the date of this document, both of which are subject to change, possibly with retrospective effect. The summary is intended as a general guide only and is not intended to be, nor should it be construed to be, tax or legal advice. The summary applies only to persons who are the absolute beneficial owners of Bonds, who hold their Bonds as investments and who are resident and, in the case of individual shareholders, domiciled in the UK for taxation purposes at all relevant times. In particular Bondholders holding their Bonds through a depositary receipt system or clearance service should note that they may...

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What are the pre- and post-trade transparency requirements for UK trading venues in respect of shares and other equity-like instruments?

What are the pre- and post-trade transparency requirements for UK trading venues in respect of shares and other equity-like instruments? What are the pre- and post-trade transparency requirements in respect of shares and other equity-like instruments under UK MiFIR? Pre-trade Market operators and investment firms operating a trading venue are required to make public current bid and offer prices and the depth of trading interests at those prices which are advertised through their systems for shares and other equity-like instruments traded on a trading venue. This requirement also applies to actionable indication of interests. Information must be available to the public on a continuous basis during normal trading hours. For detailed information, see Practice Note: MiFID II—UK trading venues — Requirements for RMs, MTFs and OTFs — Pre- and post-trade transparency requirements for market operators. Post-trade Market operators and investment firms operating a trading venue are required to make public the price, volume and time of the transactions executed in respect of shares and other equity-like instruments traded on that...

In relation to promissory notes, is it possible to record the discharge of the note obligations in manuscript on the note itself? Does the release wording need to acknowledge the manner in which the note obligations were discharged? Would an agreement for the note obligations to be transferred to a specific party and discharged by way of set-off undermine their legal status as promissory notes?

In relation to promissory notes, is it possible to record the discharge of the note obligations in manuscript on the note itself? Does the release wording need to acknowledge the manner in which the note obligations were discharged? Would an agreement for the note obligations to be transferred to a specific party and discharged by way of set-off undermine their legal status as promissory notes? We refer you to the following which you may find useful for your purposes. • Bills of Exchange and Promissory Notes (2000) 5 JIBFL 168 As the above article discusses, many instruments which are called a promissory note fail to meet the statutory criteria for being a promissory note eg because there is a floating rate of interest or other payment obligation which makes the amount to be paid by the obligor not a sum certain. See section 83 of the Bills of Exchange Act 1882 (BEA 1882). If any provision of the instrument takes the instrument outside of the definition...

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Financial Services Regulation and Compliance—Cross sectoral and other March 2025

Ireland—Banking & Financial Services analysis: Domestically, the CBI published the revised Consumer Protection Code. At European level, ESMA published guidelines on suitability requirements and the format of the periodic statement for portfolio management activities under MiCAR.This article was written by the Insurance & Reinsurance team of A&L Goodbody LLP.

Private Client weekly highlights—17 April 2025

This week’s edition of Private Client highlights includes: (1) Changizi v Changizi, where a non-exempt beneficiary’s share of estate was liable for IHT under Re Ratcliffe; (2) Argyll and Bute Council v RF (by his litigation friend, the Official Solicitor), in which the Court of Protection refuses an application for recognition and enforcement of a Scottish Guardianship order; (3) Abbasi v Newcastle upon Tyne Hospitals NHS Foundation Trust; Haastrup v King’s College Hospital NHS Foundation Trust, in which the Supreme Court held that anonymity for clinicians in withdrawal of treatment cases involving children should normally be of limited duration; (4) Companies House launches a new voluntary identity verification service; (5) Armstrong v Bhattacharya, which highlights the importance of clear, contemporaneous documentary evidence and a consistent case in circumstances where a person wishes to demonstrate that ownership of a property differs to that which is recorded at HM Land Registry; (6) Tedford v Clarke, in which the court held that although a Will was badly drafted, it was not meaningless and...

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[102A Meaning of “securities” etc]

[(1)     This section applies for the purposes of this Part.(2)     “Securities” means (except in section 74(2) and the expression “transferable securities”) anything which has been, or may be, admitted to the official list.(3)     “Transferable securities” means anything which is a transferable security for the purposes of [the markets in financial instruments [regulation]], other than money-market instruments for the purposes of that [regulation] which have a maturity of less than 12 months.[(3A)     “Debt securities” means bonds or other forms of transferable securitised debts, with the exception of—(a)     transferable securities which are equivalent to