Banking & Finance Glossary—I IA 1986 The Insolvency Act 1986—an Act of the Parliament of the United Kingdom that provides the legal platform for all matters relating to personal and corporate insolvency in the UK. IBA This refers to ICE Benchmarks Administration Ltd, the administrator of LIBOR IBR Independent Business Review—an independent, objective, unbiased assessment of the trading status of a business. IBRs are used by stakeholders, mainly lenders, to assist them in assessing their options. IBOR ‘IBORs’ are benchmarks based on Interbank Offered Rates (ie the rate at which one bank will lend to another in a reasonable sized market for the relevant currency and term). The key IBORs are LIBOR, Euro Interbank Offered Rate (EURIBOR) and Tokyo Interbank Offered Rate (TIBOR). ICC International Chamber of Commerce—an body formed to promote trade, investment, open markets and the free flow of capital in international business ICMA The International Capital Markets Association—the regulatory body for the bond market Ijarah Lease. A financing arrangement commonly deployed in real estate and project finance transactions as well as forming the basis of sukuk al ijarah structures. For further details, see Practice Note: Structure of an Ijarah transaction. Ijma Literally, ‘consensus’ or ‘agreement’. A secondary source of Shari’ah, representing the historic, collective reasoning and consensus among authoritative Muslims of a particular generation on particular issues. For further details, see Practice Note: Sources of Shari'ah — Ijma. Ijtihad A process of independent reasoning deployed by Islamic scholars. Incremental facilities Incremental facilities are also sometimes known as accordion
Tips and traps for in-house lawyers—key issues in securitisation transaction A bank or financial institution may undertake multiple roles in a securitisation transaction. The extent of an in-house counsel’s involvement in that transaction will be dictated by those roles and by the nature and the complexity of the particular transaction. This Practice Note focuses predominately on ‘true sale’ securitisations (issued under Regulation S of the Securities Act of 1933, as amended) where there is a third-party originator and the bank is acting in an ‘agency’ capacity. It sets out those points to consider which are in addition to or different from those to consider in a Vanilla bond issuance (see Practice Note:Tips and traps for in-house lawyers—key issues in issuing syndicated vanilla bonds issuances). Additional considerations apply for other types of securitisation or where the assets are originated or bought by the bank or an affiliate of the bank prior to being securitised. General points to consider What role(s) is the bank being appointed to undertake? The first point to establish is what role(s) the bank is being appointed to undertake in the transaction. Has the bank been appointed as an arranger and a lead manager? If so are these appointments in a sole or joint capacity? • If the bank is a joint arranger and/or a joint lead manager, it is important to be clear what bank will be performing
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Precedent signing and closing memorandum for a residential 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 residential mortgage-backed securities (RMBS) 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 [●] Mortgage Administrator [●] Standby Mortgage Administrator [●] Special Servicer [●] Cash Manager [●] Account Bank [●] Swap Counterparty [●] Liquidity Facility Provider [●] Registrar [●] Corporate Services Provider [●] [Listing Agent] [●] Listing Authority [●] Stock Exchange [●] Rating Agenc[y] [ies] [●] Euroclear Euroclear Bank SA Clearstream Clearstream Banking, societe anonyme Common Depositary [●] Auditors [●] Issuer's Counsel [●] Arranger's Counsel [●] Trustee’s Counsel [●] Part I TIMETABLE, VENUE AND PROCEDURE 1 Timetable The following events and dates form the anticipated timetable in respect of the issue of the Notes. EVENT DATE Pricing [●] Issuer Board Meeting [●] Offering Document Stamp-off [●] Due diligence call [●] Signing [●] Closing [●] 2 Venue The signing and closing meetings will take place at [the offices of Issuer's Counsel]. 3 Procedure 3.1 It is intended that the transaction documents listed in paragraph 11 of Part III of this memorandum will be in agreed form by [●]. 3.2 The matters to be attended to in respect of the signing meeting and the closing meeting are set out in more detail in Parts II, III, IV, V and VI of this memorandum. Part
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 Agenc[y] [ies] [●] Euroclear Euroclear Bank SA Clearstream Clearstream Banking, societe anonyme Common Depositary [●] Auditor [●] Valuer [●] Issuer's Counsel [●] Arranger's Counsel [●] Trustee Counsel [●] Part I TIMETABLE, VENUE AND PROCEDURE 1 Timetable The following events and dates form the anticipated timetable in respect of the issue of the Notes. EVENT DATE Launch [●] Issuer Board Meeting [●] Offering Document Stamp-off [●] Due diligence call [●] Signing [●] Closing [●] 2 Venue The signing and closing meetings will take place at [the offices of Issuer's Counsel]. 3 Procedure 3.1 It is intended that the transaction documents listed in paragraph 11 of Part III of this memorandum will be in agreed form by [●]. 3.2 The matters to be attended to in respect of the signing meeting and the closing meeting are set out in more detail in Parts II, III, IV, V and VI of this memorandum. Part II MATTERS TO BE
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Who are the main advisers on an AIM or Main Market IPO? Written in partnership with John Holme (Senior Associate, Hogan Lovells International LLP) and Maegen Morrison (Partner, Hogan Lovells International LLP). A company seeking an initial public offering (IPO) and admission of its securities to trading on AIM, or the Main Market of the London Stock Exchange, will need to appoint a number of parties to advise on the transaction. The main advisers in the deal team are set out below. Financial adviser The financial adviser, which is typically an investment bank or corporate finance firm, will be primarily responsible for managing the IPO process and co-ordinating the other advisers. Some of its responsibilities will include advising on the deal strategy and timetable, the offer structure, the board's composition, the necessary corporate governance structures and any arrangements with selling shareholders. Additionally, it will assume some, or all, of the following roles: • sponsor—as required by Listing Rule 8 for a Main Market IPO. The sponsor assesses the applicant's suitability for listing, provides assurance to the Financial Conduct Authority (FCA) that the applicant has met its responsibilities under the Listing Rules (LRs), will act as a liaison with the FCA and will guide the company with understanding and meeting its responsibilities • nominated adviser or nomad—as required by AIM Rule 1 for an AIM IPO. The nomad is responsible to the London
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Banking & Finance analysis: Becky Bradley, senior counsel at Wells Fargo Legal Department, discusses the impact of coronavirus (COVID-19) on the debt capital markets and sets out what debt capital markets practitioners should be doing now to prepare for potential issues in the future.
Banking & Finance analysis: This analysis discusses the issues raised in Credit Suisse Asset Management LLC v Titan Europe 2006-1 Plc and others with regards to interest payments made in relation to Class X Notes.
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