Key features in LMA PEPP documentation
Produced in partnership with Herman Park of Akin Gump Strauss Hauer & Feld and Robert Aulsebrook of Akin Gump Strauss Hauer & Feld
Key features in LMA PEPP documentation

The following Banking & Finance practice note produced in partnership with Herman Park of Akin Gump Strauss Hauer & Feld and Robert Aulsebrook of Akin Gump Strauss Hauer & Feld provides comprehensive and up to date legal information covering:

  • Key features in LMA PEPP documentation
  • Introduction
  • How does the LMA PEPP facility agreement differ from the LMA facility agreement for bank debt?
  • How does the LMA PEPP subscription agreement differ from a subscription agreement for a public bond issue?
  • Selected key features
  • Paying agent/calculation agent
  • Yield protection
  • Pari passu ranking
  • More favourable terms
  • Commercial terms
  • More...

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for lending lawyers? [Archived]

Introduction

Raising private placements in Europe is a jurisdiction-specific affair: the form of documentation, market practices and applicable law will differ from one jurisdiction to the next. For those companies looking to raise private placements in the UK or from an investor base that is familiar with English law, the Loan Market Association (the ‘LMA’) have published a suite of English law governed template documentation called the Pan-European Private Placement (PEPP) documentation. The documentation was drafted to provide a useful starting point for companies and investors, leading to greater transaction volumes and public awareness of private placements as a viable financing technique.

More specifically, the LMA PEPP documentation comprises the following documents:

  1. term facility agreement

  2. note subscription agreement

  3. term sheet

  4. confidentiality agreement, and

  5. user guide

The facility agreement and the note subscription agreement are designed to be alternative forms for a private

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