Subscription agreement—first time issuer's guide
Produced in partnership with Charles Farnsworth of Baker McKenzie and Adam Farlow of Baker McKenzie
Subscription agreement—first time issuer's guide

The following Banking & Finance practice note Produced in partnership with Charles Farnsworth of Baker McKenzie and Adam Farlow of Baker McKenzie provides comprehensive and up to date legal information covering:

  • Subscription agreement—first time issuer's guide
  • What is a subscription agreement?
  • Who signs the agreement and when?
  • Key terms in a subscription agreement
  • Key areas of negotiation
  • Amendments to the subscription agreement

The aim of this Practice Note is to provide information and practical guidance on English law subscription agreements to lawyers advising first time issuers of debt securities.

This Practice Note focuses on first time issuers because debt capital markets documentation for subsequent issues tends to follow very closely the documentation which the issuer used for its first issue—the documentation stage of the first issue is therefore the time when an issuer and its advisers have an opportunity to consider the documentation in depth and (within the constraints imposed by accepted debt capital markets practice) to influence the form of the documentation.

This Practice Note assumes that first time issuers are not likely to be the major corporates, financial institutions, multilateral agencies (like the World Bank) or sovereigns which traditionally raise funds in the international investment-grade public debt capital markets, but rather issuers which may be active in particular sectors of the debt capital markets when market conditions are favourable or funding from other sources (such as bank lending) is not available, such as:

  1. emerging market corporates and financial institutions

  2. universities

  3. housing associations

  4. charities, and

  5. small and medium-sized enterprises (SMEs) (see Practice Note: SMEs and the debt capital markets)

For an explanation of the expression 'investment grade', see Practice Note: Credit ratings.

This Practice Note also assumes that first time issuers will issue debt securities on a standalone basis,

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