Debt Capital Markets

Attending this course will help you: Understand the structure and workings of international primary markets for debt Explore how and why to use debt primary markets for financing Find out how to structure the most appropriate financing for a borrower Study how transactions should be syndicated and documented Examine how companies’ are financing themselves in today’s difficult markets 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. 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 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
Day 1 Sources of Finance Financing choices Cost of equity and debt Weighted Average Cost Of Capital (WACC) Financial leverage Purpose of funding Market conditions Borrowers Borrower requirements Loans v. bonds Corporates SSAs - Sovereigns - CACs - GGBs FIs - Capital adequacy - Basel 1 & 2 - Basel 3 - New capital framework - Capital conservation buffer and countercyclical buffer - Leverage Ratio - Liquidity Coverage Ratio and eligible assets - Net Stable Funding Ratio - Permitted capital instruments - Common equity Tier 1 - Additional Tier 1 - Tier 2 - Contingent capital and “Bail-ins” - EU Banking Union Credit Credit Ratings Credit Rating Agencies Credit rating performance Credit rating process CRA Regulation Bond Types Domestic, Foreign & Eurobond International bonds Public or private Floating Rate Notes Fixed Rate Medium Term Notes Structured notes Covered Bonds Securitisation Definitions The Collateral Pool Role of Seller, Servicer and SPV Capital Structure CDOs Why Securitise? MBS Credit Cards & other types of asset-backed Securitisation since the crisis Regulation of asset-backed 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 Revision exercise: Participants will break into syndicates and be given various borrower profiles subject to certain market conditions. Syndicates must devise the most appropriate borrowing strategy for the client drawing on the first day’s analysis. Syndication Syndicate roles The Early Years The ‘Pot’ System Active v. Passive Stabilisation Day 3 Selling Restrictions & US regulations Selling restrictions Regulation S Rule 144A 10b 5 Due Diligence TEFRA C & D FATCA Pre-Launch The Pitch Book The Mandate The Roadshow Deal or non-deal ‘Sounding out’ Conflicts of interest EEA MAD & MAR Due Diligence The Prospectus EEA Prospectus Regulation/Directive The Deal Process Announcement Syndicate Invitation Organising the syndicate Bookbuilding Duration Assessing demand ‘De-duping’ Order inflation Allocation Pricing Launch The Invitation telex Legal and Documentation Offering Circular ‘Due Diligence’ Subscription Agreement Agreement Among Managers Base Prospectus & Final Terms Trustee / Fiscal agent Listing Distribution & Closing Conflicts of Interest & Investment Research Distribution Bookbuilding Duration Allotment Closing Procedure The ICMA Primary Market Handbook Purpose Content Who does it apply to? Standard documentation Regulatory Considerations The European Regulatory Framework The decision making process Co-decision & Trilogue Lamfalussy Process Prospectus Directive & Regulation Transparency Directive Market Abuse Directive & Regulation Liability Management Bond buybacks Tender offers Exchanges Consent solicitations Regulatory considerations Course summary and close