Fried, Frank, Harris, Shriver & Jacobson (London) LLP
5 Experts
2 Contributions by Fried, Frank, Harris, Shriver & Jacobson (London) LLP Experts
PRACTICE NOTES
Practice Note
This Practice Note outlines the principal legal issues to consider when a company extends a public offer of securities to investors in the United States of America (US), including:
the available exemptions from SEC registration
the elements that shape disclosure
other regulatory considerations influencing who may or will buy the offered securities, eg:
the US Investment Company Act of 1940
the Employee Retirement Income Security Act of 1974
US tax rules
the US Securities Exchange Act of 1934
the financial intermediaries permitted to offer the securities in the United States
whether US investors expect to hold the non-US issuer’s securities directly or through American
Corporate
PRACTICE NOTES
This Practice Note explores portability provisions in high yield bond documentation. It explains what portability signifies before moving to the principal points in high yield documentation and how portability features in loan documentation. It proceeds on the basis that readers possess some knowledge of market terminology. For introductory material on acquisition finance, with links to more detailed resources, see Practice Note: Introductory guide to acquisition finance. For a glossary of acquisition finance terms, see: Glossary of acquisition finance terms and jargon.
What is portability?
High yield bond covenant packages commonly include provisions granting bondholders a put option—typically at 101% of par (plus accrued and unpaid interest)—triggered by a change of control (CoC). This mechanism allows bondholders to reassess their investment and, in specified circumstances where the issuer’s management and ownership are likely to have altered fundamentally, to exit without suffering a loss...
Banking & Finance
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