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  • 1.

    Discuss the major differences between high-yield debt securities and bank loans in your jurisdiction. What are some of the critical advantages and disadvantages?

  • 2.

    Are you seeing increased regulation regarding either high-yield debt securities or bank loans in your jurisdiction?

  • 3.

    Describe the current market activity and trends in your jurisdiction relating to high-yield debt securities financings.

  • 4.

    Identify the main participants in a high-yield debt financing in your jurisdiction and outline their roles and fees.

  • 5.

    Please describe any new trends as they relate to the covenant package, structure, regulatory review or other aspects of high-yield debt securities.

  • 6.

    How are high-yield debt securities issued in your jurisdiction? Are there particular precedents or models that companies and investors tend to review prior to issuing the securities?

  • 7.

    What is the typical maturity and call structure of a high-yield debt security? Are high-yield securities frequently issued with original issue discount? Describe any yield protection provisions typically included in the high-yield debt securities documentation.

  • 8.

    How are high-yield debt securities offerings launched, priced and closed? How are coupons determined? Do you typically see fixed or floating rates?

  • 9.

    Describe the main covenants restricting the operation of the debtor’s business in a typical high-yield debt securities transaction. Have you been seeing a convergence of covenants between the high-yield and bank markets?

  • 10.

    Are you seeing any tightening of covenants or are you seeing investor protections being eroded? Are terms of covenants often changed between the launch and pricing of an offering?

  • 11.

    Are there particular covenants that are looser or tighter, based on a particular industry sector?

  • 12.

    Do changes of control, asset sales or similar typically trigger any prepayment requirements?

  • 13.

    Do you see the inclusion of ‘double trigger’ change of control provisions tied to a ratings downgrade?

  • 14.

    Is there the concept of a ‘crossover’ covenant package in your jurisdiction for issuers who are on the verge of being investment grade? And if so, what are some of the key covenant differences?

  • 15.

    Describe the disclosure requirements applicable to high-yield debt securities financings. Is there a particular regulatory body that reviews or approves such disclosure requirements?

  • 16.

    Are there any limitations on the use of proceeds from an issuance of high-yield securities by an issuer?

  • 17.

    On what grounds, if any, could an investor be precluded from investing in high-yield securities?

  • 18.

    Are there any particular closing mechanics in your jurisdiction that an issuer of high-yield debt securities should be aware of?

  • 19.

    Outline how guarantees among companies in a group typically operate in a high-yield deal in your jurisdiction. Are there limitations on guarantees?

  • 20.

    What is the typical collateral package for high-yield debt securities in your jurisdiction?

  • 21.

    Are there any limitations on security that can be granted to secure high-yield securities in your jurisdiction? Are there any limitations on types of assets that can be pledged as collateral? Are there any limitations on which entities can provide security?

  • 22.

    Describe the typical collateral structure in your jurisdiction. For example, is it common to see crossing lien deals between high-yield debt securities and bank agreements?

  • 23.

    Who typically bears the costs of legal expenses related to security interests?

  • 24.

    How are security interests recorded? Is there a public register?

  • 25.

    How are security interests typically enforced in the high-yield context?

  • 26.

    How does high-yield debt rank in relation to other creditor interests?

  • 27.

    Describe how intercreditor arrangements entered into by companies in your jurisdiction typically regulate voting and control between holders of high-yield debt securities and bank lenders?

  • 28.

    May issuers set off interest payments on their securities against their tax liability? Are there any special considerations for the high-yield market?

  • 29.

    Is it common for issuers to obtain a tax ruling from the competent authority in your jurisdiction in connection with the issuance of high-yield bonds?

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Borenius provides services in all areas of law for corporate clients. We are one of the largest and most experienced law firms in Finland. We have been providing high quality services in all areas of law since 1911.

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