The following Banking & Finance precedent Produced in partnership with Ranajoy Basu of Reed Smith provides comprehensive and up to date legal information covering:
This is a template closing memorandum for use in a high-yield bond transaction. It sets out steps to be taken during the course of a high-yield bond transaction. Additional documents or steps (such as escrow arrangements) may be required, depending on the specific transaction. This pro forma closing memorandum has been drafted on the basis of a high-yield bond issuance which is secured, has the benefit of guarantees from the issuer group, is rated and is listed on a stock exchange, and where the issuer is relying on Regulation S and Rule 144A of the US Securities Act 1933. You may come across a deal which does not use a closing memorandum. Rather, counsel only drafts the certificates typically appended to the closing memorandum. If this is the case, be sure that all certificates are drafted and that all necessary documents and steps are covered. The preference would be to put the full closing memorandum together for completeness.
€[●][Floating OR Fixed] Rate Senior [Secured] Notes due [●]
The following is a list of the names of certain parties mentioned and of certain terms used in this Closing Memorandum, together with the designations used herein:
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What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of association, and•any resolutions and agreements affecting a company’s constitutionThe CA 2006 definition of 'constitution' is not exhaustive and also
LiabilityFalse imprisonment consists of the complete deprivation of liberty without a lawful basis. Claims will in practice be made against a public body that exercises detention powers, usually a local police force, the Secretary of State for the Home Department or the Secretary of State for
This Precedent letter covers disclosure obligations under CPR 31. It does not apply to proceedings subject to the disclosure pilot scheme under CPR PD 51U. For guidance on the disclosure pilot scheme, see Practice Note: Business and Property Courts—the disclosure pilot scheme. For a client letter on
Brexit: The UK's departure from the EU on exit day ie Friday 31 January 2020 has implications for practitioners dealing with provisions in the CPR relevant to cross border matters, including CPR 5.4C (discussed below). For guidance on the impact of Brexit on the CPR, see Cross border
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