Issuing debt securities—key documentation
Issuing debt securities—key documentation

The following Banking & Finance guidance note provides comprehensive and up to date legal information covering:

  • Issuing debt securities—key documentation
  • Overview of documents involved in a bond issue
  • Mandate letter
  • Invitation telex
  • Allotment telex
  • Agreement among managers
  • Subscription agreement/underwriting agreement
  • Offer document
  • Auditors' report, consent letter and comfort letter
  • Fiscal agency structure—documents
  • more

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be treated by the EU as a Member State for many purposes. As a third country, the UK can no longer participate in the EU’s political institutions, agencies, offices, bodies and governance structures (except to the limited extent agreed), but the UK must continue to adhere to its obligations under EU law (including EU treaties, legislation, principles and international agreements) and submit to the continuing jurisdiction of the Court of Justice of the European Union in accordance with the transitional arrangements in Part 4 of the Withdrawal Agreement. For further reading, see: Brexit—introduction to the Withdrawal Agreement. This has an impact on this Practice Note. For guidance, see Practice Note: Brexit—impact on finance transactions—Brexit planning and impact—key issues for debt capital markets transactions and Brexit—impact on finance transactions—Derivatives and debt capital markets transactions—key SIs.

Overview of documents involved in a bond issue

Each stage of a bond issue involves the negotiation and/or execution of particular documents. These are:

  1. mandate stage:

    1. mandate letter

  2. launch stage:

    1. invitation telex/allotment document (which includes the agreement among managers), and

    2. subscription agreement/underwriting agreement (at launch stage, a draft of this document is sent to the co-managers), and

  3. signing:

    1. subscription