A guide to key resources: debt capital markets

Practical Law UK Practice Note Overview 7-422-3994 (Approx. 14 pages)

A guide to key resources: debt capital markets

by Practical Law Capital Markets

Practical Law capital markets resources

This note acts as a guide to Practical Law's resources on the raising of debt finance through the issue of debt securities in the capital markets.

These resources, and others, can be found on Practical Law's Capital Markets webpage. For a list of debt capital markets (DCM) topics, see Practical Law resources on debt capital markets below.

Types of debt securities

Debt securities: introduction

For an introduction to debt securities and the debt capital markets, see Practice note, Debt securities: types of securities and Practice note, Debt securities: documents.

For an overview of debt finance, see Practice note, Methods of raising debt finance.

Bonds

For an overview of raising debt finance by issuing eurobonds, including an explanation of different types of bonds and key parties to a bond issue, see:

Practice note, Bond issues: overview for an introduction to bonds, the bond markets and how to issue bonds.
Practice note, Bond issues: step-by-step guide for a step-by-step guide on how to do a bond issue.
Practice note, Bond issues: parties for an overview of the parties to a typical bond issue.
Practice note, Bond issues: documents for a summary of the key provisions of the documents in a typical bond issue.

Medium term note programmes (MTNs)

For information on raising debt finance by issuing notes under a euro medium term note (EMTN) programme, see:

Practice note, EMTN programmes: overview for an overview of EMTN programmes including the structure of the programme and parties involved.
Practice note, EMTN programmes: establishment for a guide to the documents, parties and procedure for establishing an EMTN programme.
Practice note, EMTN programmes: drawdowns for an overview of the documents, parties and procedure for issuing notes under an EMTN programme.
Practice note, EMTN programmes: updates and amendments for a guide to the procedure for updating or amending an EMTN programme.

Commercial paper

For an overview of raising debt finance by issuing euro commercial paper, see Practice note, Euro commercial paper: overview.

For information on short term debt securities and the UK regulatory regime for accepting deposits, see Practice note, Accepting deposits: debt securities exemption.

Convertible and exchangeable bonds

For an overview of raising finance by issuing convertible bonds or exchangeable bonds, see Practice note, Convertible and exchangeable bonds.

Depositary receipts

For an overview of raising finance by issuing depositary receipts, see Practice note, Depositary receipts.

Green bonds and sustainability bonds

For information on sustainability-themed bonds, such as green bonds, social bonds, climate bonds, forestry bonds and blue bonds, see Practice note, Green, social and sustainability bonds.

High yield bonds

For an overview of the key features of high yield bonds, see Practice note, High yield bonds.

For a guide to restructuring high yield bonds, see Practice note, Restructuring high yield bonds: UK and US overview.

Mini bonds

For an explanation of mini bonds and how they are issued, see Practice note, Mini bonds.

Project bonds

For information on the use of bonds as a source of funding in project finance, see Practice note, Project bonds.

Sovereign bonds

For a note examining the key features of sovereign bonds, see Practice note, Sovereign bonds.

Warrants

For an overview of raising finance by issuing warrants, see Practice note, Warrants: overview.

Bonds in shipping

For information on bond finance in the shipping and offshore maritime industries, see Article, Debt capital markets financing for shipping and offshore maritime assets.

Asset-backed securities and covered bonds

For resources on debt securities that are used in structured finance transactions, see:

Islamic bonds: sukuk

For information on sukuk (which are Sharia-compliant fixed income capital markets instruments), see Practice note, Sukuk.

The issue process and documents

For a step-by-step guide on how to do a bond issue, see Practice note, Bond issues: step-by-step guide.

For an overview of the documents that are required for issues of debt securities, see Practice note, Debt securities: documents and for a guide to Practical Law's key materials on drafting those documents, see Practice note, Drafting debt securities documents: useful resources.

For an overview of which documents are required for a bond issue, see Practice note, Bond issues: documents.

Prospectuses and listing: debt securities

Prospectuses and offering documents

For resources on the UK and EU prospectus regime and information on the content requirements for prospectuses and listing particulars, see:

Practice note, UK Prospectus Regulation, for an overview of the retained EU law version of the EU Prospectus Regulation 2017/1129 (UK Prospectus Regulation).
Practice note, Prospectus Regulation Rules: debt securities: PRR 1, for a guide to the scope of the FCA's Prospectus Regulation Rules (PRRs), the requirement to produce a prospectus and the available exemptions under PRR 1.
Practice note, Prospectus Regulation Rules: debt securities: PRR 2, for a guide to the format and content requirements for producing a prospectus in the UK, under the under the FCA's Prospectus Regulation Rule 2 (PRR 2).
Practice note, Horizon scanning: prospectus regime reform, for an overview of the proposed reform of the UK prospectus regime.
Practice note, EU Prospectus Regulation: debt capital markets: overview, for general information on the provisions of the EU Prospectus Regulation (2017/1129), including the publication requirements for prospectuses.
Practice note, EU Prospectus Regulation: DCM: when is a prospectus required?, for the requirements for producing a prospectus and the relevant exclusions and exemptions under the EU Prospectus Regulation.
Practice note, EU Prospectus Regulation: content requirements for DCM prospectuses, which describes the EU Prospectus Regulation's format and content requirements for debt securities prospectuses.
Practice note, EU Prospectus Regulation: key changes to Prospectus Directive regime, which provides a summary of the key changes introduced by the new EU Prospectus Regulation.
Practice note, Listing particulars for debt securities: FCA Listing Rule 4 for an overview of the rules and procedures for preparing listing particulars for issues of debt securities.

Listing debt securities

For information on listing debt securities and the listing process, see:

Practice note, Listing debt securities: overview for an overview of listing requirements for bonds, notes and other debt securities in different jurisdictions, including the Cayman Islands, Germany, Ireland, Luxembourg, the United Kingdom and the United States.
Practice note, Listing debt securities in London: step-by-step guide for a guide to the procedure for listing debt securities in London.
Practice note, Listing debt securities: FCA continuing obligations, for an overview of the requirements of the FCA's Listing Rule 17.
Practice note, Listing debt securities in London: FCA and LSE markets for an overview of the markets and rules for listing debt securities in London.

Parties in debt securities transactions

All parties

For information on the parties involved in debt securities transactions, see:

Trusts and trustees

For resources on the role of a trustee in debt capital markets transactions, see:

Practice note, Trusts and trustees in debt securities transactions for a guide to the use of trusts and the roles of a trustee in debt securities transactions.
Practice note, Debt securities: fiscal agent v trustee for a comparison of the roles of a trustee and a fiscal agent.
Standard document, EMTN trust deed for a standard form document to use in the establishment of an MTN programme.
Practice note, Security trusts in finance transactions: overview for an introduction to the function of security trusts and the role of security trustees in finance transactions.
Practice note, Security trust deeds: overview for an overview of the purpose and key provisions of a security trust deed.

Clearing and settlement systems

For an overview of the process of clearing and settlement of debt securities in Europe, see Practice note, Clearing and settling securities.

For an introduction to Euroclear, see Practice note, Clearing and settling securities: Euroclear. For an introduction to Clearstream, see Practice note, Clearing and settling securities: Clearstream.

Credit rating agencies and credit ratings

For an overview of credit ratings, how they work and the rating agencies' procedures and categories, see Practice note, Credit ratings.

Regulation of UK debt capital markets

UK Prospectus regime

Practice note, UK Prospectus Regulation, for an overview of the retained EU law version of the EU Prospectus Regulation 2017/1129 (UK Prospectus Regulation).
Practice note, Prospectus Regulation Rules: debt securities: PRR 1, for a guide to the scope of the FCA's Prospectus Regulation Rules (PRRs), the requirement to produce a prospectus and the available exemptions under PRR 1.
Practice note, Prospectus Regulation Rules: debt securities: PRR 2, for a guide to the format and content requirements for producing a prospectus in the UK, under the under the FCA's Prospectus Regulation Rule 2 (PRR 2).
Practice note, Horizon scanning: prospectus regime reform, for an overview of the proposed reform of the UK prospectus regime.

UK MiFIR

UK Market Abuse Regulation (MAR)

Practice note, UK Market Abuse Regulation (UK MAR), for an overview of the retained EU law version of the Market Abuse Regulation (596/2014) (UK MAR) that has applied in the UK from the end of the Brexit transition period.

Other DCM regulation

UK selling restrictions

For an explanation of some of the restrictions that apply to offering and selling debt securities in the UK, see Practice note, Selling debt securities: UK selling restrictions.

Regulation of EU debt capital markets

For an overview of the key EU regulations and directives that apply to the debt capital markets, see Practice note, Regulation of debt securities markets: EU legislation.

Our other resources on the legislation and regulation of the debt capital markets include:

EU Prospectus Regulation

Practice note, EU Prospectus Regulation: debt capital markets: overview, for general information on the provisions of the EU Prospectus Regulation (2017/1129), including the publication requirements for prospectuses.
Practice note, EU Prospectus Regulation: DCM: when is a prospectus required?, for the requirements for producing a prospectus and the relevant exclusions and exemptions under the EU Prospectus Regulation.
Practice note, EU Prospectus Regulation: content requirements for DCM prospectuses, which describes the EU Prospectus Regulation's format and content requirements for debt securities prospectuses.

Brexit

For a note on the implications of Brexit on UK issuers of debt securities, see Practice note, Brexit and debt capital markets.

Legal opinions in debt capital market transactions

For an overview on the matters to be considered when requesting or responding to a request for an English legal opinion and the form and content of the opinion, see Practice note, Legal opinions in finance transactions: overview.

Execution of debt capital markets documents

For a note on the execution of deeds and documents which includes specimen execution clauses for various legal entities and which reflects the law on execution from 1 October 2009, see Practice note, Execution of deeds and documents.

Tax

For a summary of the tax issues that frequently arise in bond issues, see Practice note, Bond issues: tax.

For standard form tax-related clauses for inclusion in bond offering circulars, see Practice note, Bond issues: tax clauses.

An introduction to US capital markets law for UK lawyers

US securities laws

For an overview of key US laws that may be relevant to non-US issuers of debt securities, see Practice note, US securities laws for non-US debt securities issuers.

For an overview of the principal federal and state securities laws in the US, see Practical Law US, Practice note, US Securities Laws: Overview.

Regulation S

For an overview on unregistered offerings of securities under Regulation S of the Securities Act of 1933, as amended, made by issuers and subsequent holders of the securities, see Practical Law US, Practice note, Regulation S Transactions.

Rule 144A

For an overview on Rule 144A of the US Securities Act 1933, as amended, for non-US lawyers, see Practice note, Selling debt securities: Rule 144A.

Global guide to capital markets transactions

For a multi-jurisdictional guide to capital markets transactions, see Capital Markets Global Guide: Debt. The guide provides country-specific Q&As on the law and practice for debt capital markets in each of the jurisdictions listed.

Insolvency

The potential implications of insolvency law should be recognised when advising on debt capital markets transactions. For an introduction to the aims of and background to corporate insolvency law, together with a brief overview of the various insolvency procedures available, see Practice note, Corporate insolvency: a guide.

For a note that looks at the key stages involved in restructuring corporate debt, see Practice note, Corporate debt restructuring: step by step and for guides to restructuring corporate bond obligations, see Practice notes, Restructuring high yield bonds: UK and US overview and A cross-border bond restructuring toolkit.

Links to Practical Law DCM resources

Practical Law resources on debt capital markets

PL resources on debt capital markets include practice notes, standard documents with drafting notes, checklists, current awareness legal updates and articles. These can be found on the following debt capital markets topic pages:

Related Practical Law services

Links to Practical Law services covering key practice areas relevant to debt capital markets:

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