Do we have key questions for local counsel when instructing them with respect to the security package for a note or bond issuance?
local counsel
A: SenseCheck
- 1 Yes
- 0 No
- 0 Other
- 04 Jun 2024
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Yes
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Complex
Yes we do - we have a sort of template instruction for counsel which can be found in our templates section on Clio. @Julie Fairbrother will add the link here. But make sure to consult a member of the legal team about using it.
The ask of counsel is:
We require the following services:
- Drafting a [ ] all assets pledge / debenture (the “Pledge”) on the assets of [ ] in [ ] in favour of [ ] to secure its obligations under the English law loan agreement (the “Loan Agreement”) between [ ] and [ ] ;
- Register the Pledge and carry out any other steps required under [ ] law to perfect the security granted by [ ] to [ ] and make it enforceable;
- Considering that the rights of [ ] against [ ] in respect of the Pledge that will be assigned to Truva as note and security trustee for the noteholders of [ ] under an English law deed of charge, and advise on (i) whether the assignment under the English law deed of charge will be sufficient for this purpose and recognised under [ ] law or (ii) if a [ ] law assignment (the “Assignment”) is also required, and if so draft the Assignment and carry out all the steps required for registration and perfection
- Issue a capacity and enforceability opinion (the “Opinion”) with respect to the Pledge addressed to [ ] and Truva (as security trustee for the noteholders), which should cover: (i) the capacity of [ ] to enter into the Loan Agreement, Pledge and Assignment; (ii) the enforceability of the Loan Agreement, Pledge and Assignment under [ ] law, and in particular confirming that a judgment in an English court in respect of the Loan Agreement will be recognised in [ ] ; and (iii) that all steps required for the registration and perfection of the Pledge and Assignment have been carried out.
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Comment