ICMA Primary Market Certificate (PMC)



PMC - Livestreamed format
Live sessions: November 3-4, 10-11, 17-18, 24-25 and December 1-2
10.00-13.30 CET | 09.00-12.30 GMT

OVERVIEW
COURSE SYLLABUS
COURSE DETAILS
TESTIMONIALS
TEST YOUR KNOWLEDGE
The ICMA Primary Market Certificate (PMC) is an essential qualification for those with an interest or involvement in the debt primary markets.

The course examines the entire life cycle of bond issuance, from considering the financing choices through to the closing of transactions in the marketplace. While the training examines the theoretical principles underpinning the markets and the instruments and financing techniques that are available, emphasis is placed on interpreting and using that knowledge in practical case studies. Candidates who gain this qualification will have all the requisite tools to add value to their company’s activities in the primary markets.


Test your knowledge

Unsure if this is the right course for you? Take our short quiz to find out.


Course Outcomes


By completing this course you will be able to:
  • Understand what is involved with syndication and origination
  • Review pricing decisions and launch requirements
  • Assess current liability management techniques, their applicability and outcomes
  • Explore events of default, debt ranking and covenants
The course places emphasis on current market practice and this is reflected in the delivery, by a combination of ICMA trainers and key market professionals including senior representatives from renowned organisations within the Debt Capital Markets.


Who should attend?

The programme is intended primarily for those working in the origination, syndication and transaction management areas of investment banks or securities houses. It is also a valuable qualification for capital markets lawyers looking to expand their understanding of the workings of the primary markets and for those employed in institutions that may be looking to raise funds in the international capital markets.


Course Trainer

Kate Craven
Duncan Philips
With the support of former course director and ICMA Senior Advisor Chris O'Malley
The PMC syllabus is organised around key areas, broken down into subtopics delivered by the course director and guest speakers. The programme concludes with the PMC exam:

  • Sources of Finance
    Financing choices
    Cost of equity and debt
    Weighted Average Cost Of Capital
    Financial leverage
    Purpose of funding
    Market conditions
  • Use of Proceeds / Borrowers   
    Borrower requirements
    Loans v. bonds
    Corporates – IG / High Yield
    SSAs – Sovereigns / Supranationals / Agencies
    FIs - Capital adequacy / Basel 3
    Minimum capital and buffers Leverage Ratio / LCR & NSFR
    Common equity Tier 1 / Additional Tier 1 / Tier 2
  • Credit Overview   
    Credit Ratings Overview
    Basic Corporate Credit Analysis
    Credit rating process
    Credit Rating Agencies various approaches
    Calibrating the business profile
    Assessing the financial risk profile
    CRA Regulation
  •  Investment Grade Markets
    Introduction to the IG market
    Funding Programmes
    Sovereign case studies
  • High Yield / Sub-IG
    Introduction to HY / non-IG, understanding the difference
    Review of Covenants
  • Bond Types
    Domestic, Foreign & Eurobond
    Development of the cross-border market
    International bonds
    Public or private
    Floating Rate Notes / Fixed Rate
    Medium Term Notes
  • Investor Protection
    Events of Default
    Debt Ranking
    Hybrid Capital / Debt / Equity Continuum
    Covenants
    Force Majeure
    Tax Gross Up / Redemption
  • Selling Restrictions & US Regs
    Selling restrictions
    Regulation S
    Rule 144A
    10b 5 Due Diligence
    TEFRA C & D
    FATCA

  •  Legal & Documentation
    Overview of New Issue timetable
    Underwriting risk - reps & warranties, DD, Legal opinions, Comfort letters, Conditions precedent, Force Majeure
    Product Governance (MiFIDII/IR)
    Obligations for Manufacturers & Distributers
    ICMA 1 & ICMA 2
    The Due Diligence process
    EEA Prospectus Regulation/Directive
    The passport
    Disclosure & listing - Who discloses and what? / Relevant facts? / Why list?
    Investment risk - Events of default / Cross default / Tax gross up & call / Negative pledge / Event risk covenant
  • Securitisation
    Definitions
    The Collateral Pool
    Role of Seller, Servicer and SPV
    Capital Structure
    CDOs
    Why Securitise?
    MBS
    Credit Cards & other types of asset-backed
    Securitisation since the crisis
    EU Regulation of asset-backed
    ECB Loan Level Initiative
    Capital Markets Union (CMU) and the STS initiative
    STS Requirements
    Homogenous
    Historical performance data
    Risk retention
  • Covered Bonds
    Definitions / Key features
    Types of covered bonds
    Covered bond ratings
    Legal Frameworks
    EU Covered Bond Directive / Developing a harmonised EU framework
    Regulatory treatment
    Recent structural developments
  • Hybrid Capital
    Uses and benefits
    Regulatory developments
    More Capital of higher quality
    SREP
    Components of capital structure
    PONV
    MREL
    AT1 and T2 under Basel 3
    BRRD and the ‘Bail in’ regime
  • Liability Management
    Rationale
    Bond buybacks
    Tender offers
    Exchanges
    Consent solicitations
    Regulatory considerations
  • Deal Process
    Pre-Mandate
    Pre-Marketing
    Marketing
    Bookbuilding
    Pricing
    Swaps
    Post-Pricing
  • Documentation & Closing
    Confirmation to Managers
    Subscription Agreement
    Selling Group Agreement
    Trustee / Fiscal agent
    Listing
    Signing
  • Clearing & Settlement
    Introduction to CSDs and ICSDs
    Range of securities and currencies
    Functions of the ICSDs
    New Issues Acceptance
    ISINs
    New Issues Distribution / Syndicated / Non-Syndicated
    Role of the Common Depository
    Eurosystem Collateral Eligibility
  • Residual Regulation


Assessment

The exam consists of 75 multiple choice questions of which candidates must answer a minimum of 45 questions, or 60%, correctly in order to pass.

If you are taking the livestreamed course, you have six months to study the material, book and complete an online, fully invigilated exam.

If you’re taking the classroom-based course, the training is delivered Monday to Friday, with the final exam taking place on Friday afternoon.



Livestreamed Course


ICMA courses are delivered via video conferencing accessed on our digital learning platform, using the most effective pedagogical approaches and incorporating interactive functions like virtual breakout rooms.

The PMC live sessions are delivered over the course of five weeks, with two sessions of 3.5 hours every week. You will be given access to the course materials before the live sessions, and will have access to those for a total of six months. During these six months you will have the option to keep working through the course materials at your own pace. Please note to ensure you book and take the exam within these six months.

Live sessions: November 3-4, 10-11, 17-18, 24- and December 1-2
10.00-13.30 CET | 09.00-12.30 GMT





Livestreamed course fees

ICMA Members: EUR 2,900 + VAT (if applicable)
Non Members: EUR 3,550 + VAT (if applicable)

Costs include full access to the online campus, associated learning materials and the examination fee. Please note that payment must be received before the start of the course.




Contact

Should you have any queries, please contact education@icmagroup.org.



PMC certificate holders

The names of the successful candidates from previous examinations are included in our list of certificate holders.



Johannes von Selle


Organisation: DekaBank Deutsche Girozentrale
Job title: Senior Legal Counsel

Describe what you do on a day to day basis in your job:
I am the in-house legal counsel to the departments involved in the process of the issuance or syndication, maintenance and repayment of debt capital market instruments, including various kinds of stand alone issues and note programmes.

Reasons for taking the course:

The main reason for taking the course was to get a comprehensive idea of the entire life cycle of a bond issue and a more profound knowledge of market practice in the primary market.

Benefits of taking this course:
The course exceeded my expectations by involving senior market participants as lecturers and stimulating active discussions between the participants.




Pierre-Yves Druenne

Organisation: BNP Paribas Fortis
Job title: Company Lawyer

Describe what you do on a day to day basis in your job:
I am working as in the Capital Markets Securities-Legal CIB group of BNP Paribas Fortis in Brussels. I am in charge of the negotiation of the structure and the preparation of the documentation relating to securitisation transactions arranged by BNP Paribas Fortis for external or internal originators (through conduits or not). I am also in charge of the preparation of the documentation relating to the bond issues/structured products issued by external corporate/banking issuers, or issuing entities of the BNP Paribas group. My role involves daily contact with the dealing room and the corporate customers of BNP Paribas Fortis.

Reasons for taking the course:
I was wishing to improve my general knowledge of the primary market process, in all its various aspects (legal, operational, finance, pricing, strategic, rating…). I really wanted to have a global picture of the process… which I do have now!

Benefits of taking this course:

I am happy to have now a global picture of the primary market process, which will definitely help me in my day-to-day job.




Tim Mohn

Organisation: DekaBank Deutsche Girozentrale
Job title: Dept Capital Markets, Vice President

Describe what you do on a day to day basis in your job:
Covering German issuers like German Hypotheken Banks, German states, special purpose banks/agencies/supras, beside this I am also responsible for some European issuers (EIB, etc.);
Responsible for the primary business for private placements, as well as benchmark issues;
Promote funding levels of the issuers to the sales groups at DekaBank;
Create funding ideas, provide regular market updates to issuers;
Finding the right new issue product which meets the requirements of the investors.

Reasons for taking the course:
Theoretical and regulatory background of the business (docs, 144A, RegS, Basel, workflow new issues, etc.).

Benefits of taking this course:

Broaden and deepen the knowledge of the business;
Regulatory and documentary knowledge;
Exchange ideas and thoughts with colleagues and market participants (networking).



Primary Market Certificate (PMC)

A FRN is issued at LIBOR minus a spread
A borrower issues a bond and receives fixed in swap to achieve sub-LIBOR funding
A borrower issues a bond and pays fixed in the swap to achieve sub-LIBOR funding
None of the above
A change of control provision
A disposal of assets restriction
A typical Eurobond negative pledge clause
Minimum net worth
Force majeure clause
Representations and warranties
Indemnity
Provision requiring closing certificate
Fixed-spread tender
Modified Dutch auction
Partial tender
Fixed-price tender
Financial covenants
Negative pledge
Cross default
‘Pari Passu’
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