Advanced Bond & Debt

Course overview: This course is the follow on to our ever popular Documenting International Bond & Debt Issues training programme that has run for more than ten years. On this course you will examine a substantial range of clauses needed by every international lawyer when involved in a bond & debt transaction. By analysing each in-depth, you will gain practical experience in negotiating negative pledge clauses and structuring a secured transaction. The 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. You will leave the course with all the essential tools needed to do your job with maximum effect having been guided through the details of such a transaction. Why you should attend: Participants attending this course will: Learn to negotiate a negative pledge Examine default and enforcement clauses Review termination clauses Understand COMI and why it matters Grasp the relevance of choice of law and jurisdiction Review recent developments in the nature of disclosure and disclaimers Gain a thorough understanding of secured transactions Who should attend: Lawyers in financial institutions Bankers concerned with international bond & debt offerings and particularly with documentation issues Regulatory affairs and compliance officers Lawyers in private practice with clients involved in international offerings Lawyers working for issuers of international bond and debt, including corporations, governments and supra-national agencies
Day 1 In-depth review of key clauses Negative pledge Strengths and weaknesses Key provisions Noteholder meetings and voting Calling meetings Quorum Role and duties of trustees Default and enforcement General events of default The use and relevance of grace periods and waivers The post default world Options Roles Outcomes Termination clauses Purpose Points to look for Current market developments Understanding COMI What is it ? Why does it matter ? Choice of law and jurisdiction Understanding the relevance of choice of law Understanding the relevance of choice of jurisdiction Exclusive versus non exclusive choices Day 2 Disclosure and disclaimers Review of recent developments in the nature of : Recent case law Scope of disclaimer arrangements The role of “knowledge” Secured transactions Key elements and structures Considerations in taking security Over-arching issues including hardening periods & claw-back risk Key documentary provisions Key security devices Documenting & understanding priorities and payment flows Waterfalls Roles pre and post enforcement Workshop 1: Review and negotiate a negative pledge clause Workshop 2: Structuring a secured offer