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. ◦

      confirmation to managers (which identifies the applicable the agreement among managers), and

   2. ◦

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

3. •

   signing:

   1. ◦

      subscription agreement/underwriting agreement (at signing stage this document is signed)

   2. ◦

      offer document, and

   3. ◦

      auditors' report and comfort letter

4. •

   closing:

   1. ◦

      trust deed and paying agency agreement (if a bond trustee is appointed)

   2. ◦

      fiscal agency agreement and deed of covenant (if a bond trustee is not appointed)

   3. ◦

      global note

   4. ◦

      legal opinion, and

   5. ◦

      auditors' comfort letter

Each of these stages is explained in more detail in Practice Note: Transaction structures—standalone bonds versus programmes.

This Practice Note explains the main purposes of each of those documents and who the