Trust deed—first time issuer's guide
Trust deed—first time issuer's guide

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

  • Trust deed—first time issuer's guide
  • What this Practice Note covers
  • Why have a trustee and a trust deed?
  • What are the drawbacks of using a trustee?
  • What are the compensating advantages of using a trustee?
  • Nature of an issuer's relationship with a trustee
  • Trustee remuneration
  • Trustee's independent powers and discretions
  • Amendments and waivers
  • Default situations
  • More...

Trust deed—first time issuer's guide

What this Practice Note covers

The aim of this Practice Note is to provide information and practical guidance on English law trust deeds 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:

  1. begins by discussing the advantages and disadvantages of using trustees in debt capital markets transactions and the nature of the relationship between an issuer and a trustee, and then

  2. explains the practical aspects of the main provisions usually found in trust deeds for debt capital markets transactions

This Practice Note covers trust deeds for issues of both:

  1. unsecured debt securities—these are likely to be relevant mainly to issuers such as substantial emerging market corporates and financial institutions, universities, and

  2. secured debt securities—these are likely to be relevant to issuers such as housing associations, charities and small and medium-sized enterprises (SMEs)

This Practice Note should be read together with Trust deed—first time issuer's negotiation checklist, which

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