Model transaction documentation

An ECPP may take the form of an ECPP Loan or an ECPP Note. Both the Loan Market Association (LMA) and the Euro PP Working Group have drafted complementary standard documentation relevant for each type of ECPP and issuer. This documentation is described below with related links to access it.

LMA Documentation

The LMA has produced four template documents for use in European private placement transactions (the "LMA Private Placement Documents"), which include:

a recommended form of facility agreement (the "LMA PP Facility Agreement");
a recommended form of subscription agreement (the "LMA PP Subscription Agreement");
a new recommended form of term sheet;
a confidentiality agreement for use with the LMA PP Facility Agreement and LMA PP Subscription Agreement;
an associated User Guide.

The initial templates are governed by English law, assume unsecured transactions and are aimed primarily at investment grade borrowers.

The LMA Private Placement Documents have been compiled by a working party consisting of a selection of banks, non-banks and City law firms, all of whom are active in the private placement market (both in the US and across Europe). The project has also been coordinated alongside both ICMA and the Association of Corporate Treasurers (ACT), which have provided contributions on the note format of the documentation, and from a borrower perspective, respectively.

The LMA Private Placement Documents are available to LMA members via its website.

Euro PP Working Group documentation

Following the publication of the Charter for Euro Private Placements in March 2014, the Euro PP Working Group has released standard documentation for each type of European Private Placement transaction, comprising:

a form of loan agreement for ECPP Loans (the “Euro PP Loan Agreement”);
a form of subscription agreement and terms and conditions for ECPP Notes (together with the Euro PP Loan Agreement, the ”Euro PP Working Group Documents”), which has been co-ordinated with ICMA.

The Euro PP Working Group Documents build upon existing market practices and refer to the standards developed in the Charter for Euro Private Placements. They assume unlisted, unrated and unsecured transactions, but are nonetheless explicitly intended to be adapted as part of negotiations, depending on the Borrower’s situation, the characteristics of the ECPP transaction and market conditions. Resulting from a cross-market initiative, the Euro PP Working Group Documents represent a fair and balanced standard between the interests of Borrowers and Investors. They are governed by French law but may be adapted to any other legal system and were developed for international use.

Expanding upon practices developed in the Euro private placement market since 2012, the Euro PP Working Group Documents are the result of consensual cross-market efforts between representatives from the market’s major participants, borrowers, intermediaries and investors active in the private placement market and with the assistance of international law firms CMS Bureau Francis Lefebvre, Kramer Levin Naftalis & Frankel and Gide Loyrette Nouel.

The Euro PP Working Group Documents are available free of charge, in English, French and Italian.