A New Chapter in the Pari Passu Saga
|
|
- Reynard Freeman
- 5 years ago
- Views:
Transcription
1 A New Chapter in the Pari Passu Saga (clearly not the last one!) Dr Rodrigo Olivares-Caminal Washington DC, December,
2 Time constraint, just to ignite the discussion. A NEW CHAPTER IN THE PARI PASSU SAGA Only substantial aspects no UK/US procedural issues. Opinions are personal. 2
3 PARI PASSU STRUCTURE AND INTERPRETATION T H E P A R I P A S S U C L A U S E S t r u c t u r e & I n t e r p r e t a t i o n Clause Structure Two Limbs Clause Interpretation Two Interpretations 1. INTERNAL LIMB: the bonds rank pari passu with each other 1. NARROW or RANKING INTERPRETATION: obligations rank and will rank pari passu with all other unsecured debt 2. EXTERNAL LIMB: the bonds rank pari passu with other unsecured indebtedness of the issuer 2. BROAD or PAYMENT INTERPRETATION: when the debtor is unable to pay all its obligations, they will be paid on a pro-rata basis 3
4 THE PROSPECTUS (ARGENTINA S 1994 FAA, CLAUSE 1(C)) Internal Limb The Securities [i.e., the bonds] will constitute... direct, unconditional, unsecured and unsubordinated obligations of the Republic and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Republic under the Securities shall at all times rank at least equally with all its other present and future unsecured and unsubordinated External Indebtedness (as defined in this Agreement). External Limb With a payment element? What does this really mean? Wood: rank means rank. It does not mean will pay, nor does it mean that will give equal treatment to creditors. If the clause adopts a variant, such as rank pari passu in priority of payment, the result is the same. 4
5 NML CAPITAL v. REPUBLIC OF ARGENTINA (08-cv TPG) It is DECLARED, ADJUDGED, and DECREED that the Republic is required... at all times to rank its payment obligations pursuant to NML s Bonds at least equally with all the Republic s other present and future unsecured and unsubordinated External Indebtedness. It is DECLARED, ADJUDGED, and DECREED that the Republic violates Paragraph 1(c) of the FAA whenever it lowers the rank of its payment obligations including (and without limitation) by relegating NML s bonds to a non-paying class 5
6 Why the District Court said that there has been a breach of the clause? Lock Law It is DECLARED, ADJUDGED, and DECREED that the Republic lowered the rank of NML's bonds in violation of Paragraph 1(c) of the FAA when it enacted Law 26,017 and Law 26,547. 6
7 BREACH OF PP CLAUSE: SUBORDINATION No CACs or exit consents Argentina run out of options to enhance creditor participation creatively use of the contractual terms of the bonds, i.e. most-favored creditor clause but there was a drafting failure! Argentina passed Law 26,017 (Lock law) to reassure participating creditors that the offer was the only possible choice. The Lock law provided a basis for considering an alteration in the legal ranking of the existing unsecured creditors resulting in the involuntary subordination of the holdout creditors. Argentina opened the window to a breach of the pari passu clause on legal subordination rather than on a broad or ratable payment interpretation. The problem here is not the issuance of performing debt as result of the exchange offer formally subordinated the holdouts to non-performing status/ i.e. payments do not rank equally anymore = 2 unsecured obligations ranking differently. SEC Form 18K (Annual Report): holdouts are a category separate from its regular debt and that since 2005, it has not [been] in a legal position to pay that category. Buchheit: you can do pretty much whatever you want in discriminating among creditors (in terms of who gets paid and who does not) but do not try to justify your behavior by taking steps that purport to establish a legal basis for discrimination. 7
8 THE MFC CLAUSE A NEW CHAPTER IN THE PARI PASSU SAGA 1. Argentina reserves the right in its absolute discretion to: (a) purchase; (b) exchange; (c) offer to purchase or exchange; or, (d) enter into a settlement in respect of any eligible securities that are not exchanged pursuant to the exchange offer. And to the extent permitted by applicable law to purchase or offer to purchase eligible securities in the open market, in privately negotiated transactions or otherwise. Provided that: 2. Any such purchase, exchange, offer to purchase or exchange or settlement will be made in accordance with applicable law. 3. The terms of any such purchases, exchanges, offers or settlements could differ from the terms of the exchange offer. Therefore, 4. Holders of the new bonds will be entitled to participate in any voluntary purchase, exchange, offer to purchase or exchange extended to or agreed with holders of eligible securities not exchanged pursuant to the exchange offer [NOTE: the word settlement does not appear in this paragraph]. 8
9 THE VIEW FROM THE BENCH A NEW CHAPTER IN THE PARI PASSU SAGA Argentina lowered the rank of plaintiff bonds in two ways: (1) when it made payments currently due under the Exchange Bonds, while persisting in its refusal to satisfy its payment obligations currently due under [plaintiffs] Bonds ; and, (2) when it enacted [the Lock Law and [the Lock Law Suspension]. in pairing the two sentences of its Pari Passu Clause, the FAA manifested an intention to protect bondholders from more than just formal subordination according to the CoA, the Pari Passu clause protects against: (1) the issuance of other superior debt (first sentence) ; and, (2) the giving of priority to other payment obligations (second sentence). 9
10 10
11 SDRM (Pub. Sector) NGO Activism Vulture Repudiation (Bills/Acts) Rogue Debtors Arg Ecuador 2008 Greece 2012? Elliott s Decision in Brussels CACs + Exit Consent (Priv. Sector) Increased Vulture Activity (mistaken) Re-emergence of Odiousness + Illegit. Mut Rogue Creditors? 11
12 RESTRUCTURING? US citizen bondholders to claim the payment of their credit (which limited the chances of achieving debt restructuring under the IMF's umbrella) vs. not allowing the claim because it would prejudice NY as a financial world centre (Pravin case, Court of Appeals) Operational ramifications that impact on the functioning of the payment systems vs. enforcement of creditors rights least of two evils = NY will lose! RATABLE PAYMENT? Temporary Restraining Order (payment method) + Permanent Injunctions (aiding and abetting)? 12
13 1. Pre-Argentina s litigation = A incorrect NEW CHAPTER IN THE PARI PASSU SAGA interpretation of the pp clause (Belgium court) 2. Post-Argentina s litigation = could have been based on a correct interpretation and an actual breach of the pp clause in its ranking or narrow form A GREAT MISSED OPPORTUNITY a new wake of litigation. keep it simple. 3. Olivares-Caminal (2009) and Gulati and Scott (2011) the clause has little or no meaning in the sovereign context boilerplates are sticky, even more after the CoA decision. 13
14 Any Questions? 谢谢. Cam rá. Efharisto. Obrigado. Gracias. Grazie. Thank You. Merci. Dankeshen. Etc. 14
15 SOME PROCEDURAL NOTES A NEW CHAPTER IN THE PARI PASSU SAGA Jan 2012 District Court issued a temporary restraining order enjoining Argentina from altering the payment process (including the use of different firms or other vehicles). Feb 2012 District Court issued an injunctive relief each time that a payment is done to exchanged bonds the same fraction of the amount due to them shall be paid to holdouts justification is equitable relief since Argentina made clear (even by a formal act) its intention not to pay any money judgment Since Argy might refuse to comply with the injunction order (under Rule 65(d)(2)) the parties, their officers, agents, servants employees, attorneys as well as other persons who are in active concert or participation with them are bound by the injunctions. Plus the injunctions expressly prohibit Argentina s agents from aiding and abetting any further violation of the order by the court. o NB: Art. 4-A of the UCC pure intermediaries cannot be affected. 15
The Pari Passu Dilemma in the Sovereign Debt Context
The Pari Passu Dilemma in the Sovereign Debt Context The Pari Passu Dilemma in the Sovereign Debt Context Prof. Rodrigo Olivares-Caminal Nottingham, UK September, 2013 1 Time constraint, just to ignite
More informationSOVEREIGN DEBT CONTRACTS: RECENT DEVELOPMENTS. Anna Gelpern Georgetown Law Peterson Institute for International Economics
SOVEREIGN DEBT CONTRACTS: RECENT DEVELOPMENTS Anna Gelpern Georgetown Law Peterson Institute for International Economics December 4, 2014 2 Collective Action Clauses: Majority Amendment Reserve Matters:
More informationDATE FILED: 1-/2311 L
Case 1:09-cv-01707-TPG Document 218 Filed 02/23/12 Page 1 of 6 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------------------------)( NML CAPITAL, LTD. Plaintiff,
More informationSovereign Debt After NML v. Argentina
Sovereign Debt After NML v. Argentina W. Mark C. Weidemaier 1. Introduction Legal enforcement has long been a peripheral concern in the sovereign debt markets. Observers disagree about why sovereigns repay
More informationSovereign Debt after NML v. Argentina
University of North Carolina School of Law Carolina Law Scholarship Repository Faculty Publications Faculty Scholarship 2013 Sovereign Debt after NML v. Argentina W. M. C. Weidemaier University of North
More informationCase 1:08-cv TPG Document 762 Filed 03/12/15 Page 1 of 16. x : : : : : : : : : x : : : : : : : : : : : : x : : : : : : : : : : : : x OPINION
Case 108-cv-06978-TPG Document 762 Filed 03/12/15 Page 1 of 16 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------ NML CAPITAL, LTD., v. Plaintiff,
More informationPartial Justice: The US Courts v Argentina
Partial Justice: The US Courts v Argentina Jeremy Smith July 2014 Partial Justice: The US Courts v Argentina By Jeremy Smith This paper provides an in-depth critique of how the US courts have interpreted
More informationEmerging Issues in Sovereign Debt What can developing countries do?
Emerging Issues in Sovereign Debt What can developing countries do? Benu Schneider G24 Technical Group Meeting February 27 and 28 Policy goal: Debt crisis prevention and stabilization in stress periods
More informationA Decade of Sovereign Debt Litigation: Lessons from the NML v Argentina Case and the Road Ahead
83 A Decade of Sovereign Debt Litigation: Lessons from the NML v Argentina Case and the Road Ahead Tomás M Araya* Introduction The seemingly endless litigation that has lasted for over a decade between
More informationRe: NML Capital, Ltd. v. Republic of Argentina, cv(L) Republic or Argentina ) to submit the terms of the payment formula and schedule to which
Writer s Direct Dial: +1 212 225 2490 E-Mail: jblackman@cgsh.com March 29, 2013 BY ECF Catherine O Hagan Wolfe Clerk of the Court United States Court of Appeals for the Second Circuit Thurgood Marshall
More informationA. Introduction. 222 REVIEW OF BANKING & FINANCIAL LAW Vol ). 2 See, e.g., Stephen J. Lubben, Possible Ripples From the Argentine Bond
222 REVIEW OF BANKING & FINANCIAL LAW Vol. 32 I. Closing the Book on Argentina s Sovereign Debt Default: The Second Circuit s Decision and Its Ramifications for Sovereign Debt Restructuring in the Eurozone
More informationSOLVING THE SOVEREIGN DEBT CONUNDRUM: NML CAPITAL V. ARGENTINA: A LAW AND ECONOMICS PERSPECTIVE
Clemson University TigerPrints All Theses Theses 8-2014 SOLVING THE SOVEREIGN DEBT CONUNDRUM: NML CAPITAL V. ARGENTINA: A LAW AND ECONOMICS PERSPECTIVE Brian Park Clemson University, bpark@clemson.edu
More informationCHAPTER 3: Argentina and the Rebirth of the Holdout Problem
CHAPTER 3: Argentina and the Rebirth of the Holdout Problem A Fundamental Tension From a legal perspective, there are two noteworthy distinctions between corporate and sovereign debt. First, as already
More informationThe Argentine case: the U.S. District Court for the Southern District of New York interpretation of the pari passu
The Argentine case: the U.S. District Court for the Southern District of New York interpretation of the pari passu clause and the recent U.S. Supreme Court opinion, Argentine vs NML Capital, ltd, no. 12-842
More informationHas Argentina found a true Amicus?
Has Argentina found a true Amicus? January 15, 2003 Guillermo Mondino, Esteban Fernández Medrano & Luciano Laspina The US Government and the New York FED just entered a Statement of Interest to the Southern
More informationUnderstanding the Pari Passu Clause in Sovereign Debt Instruments: A Complex Quest
Understanding the Pari Passu Clause in Sovereign Debt Instruments: A Complex Quest DR. RODRIGO OLIVARES-CAMINAL* "Judges rule on the basis of law, not public opinion, and they should be totally indifferent
More informationParthian Advisors. Government Bonds. February 2018
Parthian Advisors Government Bonds February 2018 What we will cover The uses of government bonds How government bonds are created and issued What happens when governments default on their bonds or restructure
More informationOch-Ziff Capital Management Group LLC (Name of Issuer)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 18) Och-Ziff Capital Management Group LLC (Name of Issuer)
More information(L), (CON),
Case 16-694, Document 111, 03/25/2016, 1736788, Page1 of 19 16-0628(L), 16-639 (CON), 16-640(CON), 16-641(CON), 16-642(CON), 16-643(CON), 16-644(CON), 16-649(CON), 16-650(CON), 16-651(CON), 16-653(CON),
More informationCreating a Soft Law Regime for Sovereign Debt Restructuring Based on the UN Principles
Creating a Soft Law Regime for Sovereign Debt Restructuring Based on the UN Principles Martin Guzman and Joseph E. Stiglitz New York October 31 st 2016 Why sovereign debt restructuring matters No economic
More informationPS Business Parks, Inc.
The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities
More informationRestructuring sovereign debt after NML v Argentina
224 Capital Markets Law Journal, Vol. 12, No. 2 Restructuring sovereign debt after NML v Argentina Lee C. Buchheit and G. Mitu Gulati* Key points The decade and a half of litigation that followed Argentina
More informationTERMS AND CONDITIONS OF THE BONDS
THIS DOCUMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES. SOLELY FOR THE PURPOSES OF EACH MANUFACTURER S PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT
More informationVariation in Boilerplate: Rational Design or Random Mutation?
Variation in Boilerplate: Rational Design or Random Mutation? Stephen J. Choi, Mitu Gulati & Robert E. Scott * Abstract Standard contract doctrine presumes that sophisticated contracting parties choose
More informationKING COUNTY SUPERIOR COURT COMPLAINT. 17 RCW , RCW , and RCW The Attorney General brings this
FILED 17 FEB 13 PM 1:23 1 2 KING COUNTY SUPERIOR COURT CLERK E-FILED CASE NUMBER: 17-2-03474-6 SEA 3 4 5 6 7 STATE OF WASHINGTON 8 KING COUNTY SUPERIOR COURT 9 STATE OF WASHINGTON, NO. 10 Plaintiff, COMPLAINT
More informationFinancial Products. Registered as unlimited in England and Wales under No DM30,000, per cent. Subordinated Bonds due 2018
Financial Products Registered as unlimited in England and Wales under No. 2500199 DM30,000,000 6 per cent. Subordinated Bonds due 2018 Issue price 97.85 per cent. Interest accrues on the principal amount
More informationGlobal Financial Systems Chapter 19 Sovereign Debt Crises
Global Financial Systems Chapter 19 Sovereign Debt Crises Jon Danielsson London School of Economics 2018 To accompany Global Financial Systems: Stability and Risk http://www.globalfinancialsystems.org/
More informationSchedule 2 CHARACTERISTICS OF THE NOTES
Schedule 2 CHARACTERISTICS OF THE NOTES Definitions: Affiliate Agent Anti-Corruption Laws Anti-Money Laundering Laws By-laws Change of Control Closing Date means (i) with respect to a person, any other
More informationFRAMEWORKS FOR SOVEREIGN DEBT RESTRUCTURING
FRAMEWORKS FOR SOVEREIGN DEBT RESTRUCTURING IPD-CIGI-CGEG Policy Brief November 17, 2014 Frameworks for Sovereign Debt Restructuring A policy brief by Joseph E. Stiglitz (Columbia University, University
More informationHAUT-COMMISSARIAT AUX DROITS DE L HOMME OFFICE OF THE HIGH COMMISSIONER FOR HUMAN RIGHTS PALAIS DES NATIONS 1211 GENEVA 10, SWITZERLAND
HAUT-COMMISSARIAT AUX DROITS DE L HOMME OFFICE OF THE HIGH COMMISSIONER FOR HUMAN RIGHTS PALAIS DES NATIONS 1211 GENEVA 10, SWITZERLAND Mandates of the Special Rapporteur on extreme poverty and human rights
More informationRESTATED ARTICLES OF INCORPORATION OF REYNOLDS AMERICAN INC. ARTICLE FIRST. The name of the corporation is Reynolds American Inc. (the Corporation ).
RESTATED ARTICLES OF INCORPORATION OF REYNOLDS AMERICAN INC. ARTICLE FIRST The name of the corporation is Reynolds American Inc. (the Corporation ). ARTICLE SECOND The address of the registered office
More informationCIFI Holdings (Group) Co. Ltd.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationIN THE UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT
IN THE UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT NML CAPITAL, LTD., AURELIUS CAPITAL MASTER, LTD., ACP MASTER, LTD., BLUE ANGEL CAPITAL I LLC, AURELIUS OPPORTUNITIES FUND II, LLC, PABLO ALBERTO
More informationSOVEREIGN DEBT MANAGEMENT. Edited by ROSA M. LASTRA LEE BUCHHEIT / OXFORD UNIVERSITY PRESS
SOVEREIGN DEBT MANAGEMENT Edited by ROSA M. LASTRA LEE BUCHHEIT / OXFORD UNIVERSITY PRESS CONTENTS Table ofcases Table oflegislation ListofContributors List ofabbreviations xxxv xxxix xlvii Ii I 1. Minimizing
More informationRESTRUCTURING VENEZUELA S DEBT USING PARI PASSU
RESTRUCTURING VENEZUELA S DEBT USING PARI PASSU KHALED FAYYAD & DIMITRIOS LYRATZAKIS ABSTRACT Given the depth of Venezuela s economic crisis, many fear that the government and the state-owned oil company
More informationFortescue Metals Group Limited
Policy Salary Sacrifice Share Plan Fortescue Metals Group Limited ABN 57 002 594 872 Contents 1. Definitions and interpretation... 1 1.1 Definitions... 1 1.2 Interpretation... 5 1.3 Heading... 6 1.4 Applicable
More informationDESCRIPTION OF THE PREFERRED SECURITIES
DESCRIPTION OF THE PREFERRED SECURITIES The Preferred Securities are preferred securities of the Issuers, and their terms will be set forth in the Memorandum and Articles of Association of the relevant
More informationProspectus Supplement (To Prospectus dated September 1, 2005)
Prospectus Supplement (To Prospectus dated September 1, 2005) JPMorgan Chase Capital XXIII $750,000,000 Floating Rate Capital Securities, Series W (Liquidation amount $1,000 per capital security) Fully
More informationMaking the international financial architecture work for development
TRADE AND DEVELOPMENT REPORT 15 Making the international financial architecture work for development Division on Globalization and Development Strategies Trade and Development Board Sixty-second executive
More informationIntercreditor Distribution in Sovereign Debt Restructuring
WP/04/183 Intercreditor Distribution in Sovereign Debt Restructuring Ousmène Jacques Mandeng 2004 International Monetary Fund WP/04/183 IMF Working Paper Western Hemisphere Department Intercreditor Distribution
More informationCaesars Entertainment Corporation
Form 8-K http://www.sec.gov/archives/edgar/data/858339/000119312515257430/d19530d8k.htm Page 1 of 19 8-K 1 d19530d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
More informationNexteer Automotive Group Limited
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationDBS BANK (HONG KONG) LIMITED
Preference Shares SCHEDULE B ABOVE REFERRED TO DBS BANK (HONG KONG) LIMITED FORM OF PREFERENCE SHARES AND FORM OF PREFERENCE SHARE PRICING TERMS The Preference Shares shall have the rights and be subject
More informationTHE EVOLUTION OF CONTRACTUAL TERMS IN SOVEREIGN BONDS
THE EVOLUTION OF CONTRACTUAL TERMS IN SOVEREIGN BONDS Stephen J. Choi, Mitu Gulati, and Eric A. Posner 1 ABSTRACT In reaction to defaults on sovereign debt contracts, issuers and creditors have strengthened
More informationSupreme Court of the United States
No. 12-1494 din THE Supreme Court of the United States REPUBLIC OF ARGENTINA, v. NML CAPITAL, LTD., ET AL. Petitioner, Respondents. ON PETITION FOR WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS
More informationEmployee Share Option Plan
Employee Share Option Plan Kalina Power Limited Dated: 11 October 2016 Level 25, Bourke Place 600 Bourke Street Melbourne VIC 3000 Australia T +61 3 9252 2555 F +61 3 9252 2500 Ref: DLG: Contents 1. Purpose
More informationNational Bank of Greece S.A. Representing
PROSPECTUS SUPPLEMENT (To Prospectus dated May 27, 2008) 25,000,000 American Depositary Shares, Series A National Bank of Greece S.A. Representing 25,000,000 Non-cumulative Preference Shares, Series A
More informationPari passu to Gunboats: NML v. Argentina
Bocconi University From the SelectedWorks of Bocconi Legal Papers April, 2014 Pari passu to Gunboats: NML v. Argentina Vassilis Paliouras Available at: https://works.bepress.com/bocconi_legal_papers/49/
More informationFrom Article at GetOutOfDebt.org
STATE OF NORTH CAROLINA COUNTY OF WAKE '"'.'! 4,, '. IN THE GENERAL COURT OF JUSTICE 11, $UPERIOR COURT DIVISION '. i.. 16CV005373 STATE OF NORTH CAROLINA, ex rel. Josh Stein, Attorney General, V. Plaintiff,
More informationINDICATIVE TERM SHEET GDP BONDS
DRAFT: 21/09/16 LONDON TERM SHEET (ENGLISH LAW VERSION) INDICATIVE TERM SHEET GDP BONDS REPUBLIC OF ARCADIA This Term Sheet sets out the indicative terms for a GDP-linked bond (GDP Bond) of a fictitious
More informationINDICATIVE TERM SHEET GDP BONDS
DRAFT: 13/03/2017 LONDON TERM SHEET (ENGLISH LAW VERSION) INDICATIVE TERM SHEET GDP BONDS REPUBLIC OF ARCADIA This Term Sheet sets out the indicative terms for a GDP-linked bond (GDP Bond) of a fictitious
More informationGaps in the Architecture for Sovereign Debt Restructuring
Gaps in the Architecture for Sovereign Debt Restructuring Benu Schneider The views expressed do not necessarily represent those of the Financing for Development Office, Department of Economic and Social
More informationSCHULDSCHEIN LOAN AGREEMENT (SCHULDSCHEIN-DARLEHENSVERTRAG)
SCHULDSCHEIN LOAN AGREEMENT (SCHULDSCHEIN-DARLEHENSVERTRAG) dated [] relating to a loan in the amount of EUR [] ( Eur] []) (the Loan Amount) repayment due on [] granted to BANQUE INTERNATIONALE À LUXEMBOURG,
More informationUS$300,000,000 BDO Unibank, Inc per cent. Bonds due 2017 TERMS AND CONDITIONS
US$300,000,000 BDO Unibank, Inc. 4.50 per cent. Bonds due 2017 TERMS AND CONDITIONS The following (subject to completion and amendment) other than the words in italics is the text of the Terms and Conditions
More informationEUR 250 million Convertible Bonds due 2020 Convertible into Ordinary Shares of Deutsche Wohnen AG
This is not an offering memorandum or offering circular or prospectus and should not be treated as offering material of any sort and is for information purposes only. NOT FOR DISTRIBUTION IN OR INTO THE
More informationKeys For the Adoption of an Effective Regime on Sovereign Debt Restructurings 1
N2015-3 Think 20 Turkey Keys For the Adoption of an Effective Regime on Sovereign Debt Restructurings 1 Sovereign debt restructuring mechanisms are critical elements in the international financial system
More informationLAW ON FOREIGN CURRENCY TRANSACTIONS ("Official Herald of the Republic of Serbia", Nos. 62/2006, 31/2011 and 119/2012)
LAW ON FOREIGN CURRENCY TRANSACTIONS ("Official Herald of the Republic of Serbia", Nos. 62/2006, 31/2011 and 119/2012) The present Law shall govern: I GENERAL PROVISIONS Article 1 1) Payments, collections
More informationFrequently Asked Legal Questions on Venezuela s and PDVSA s bonds, with a reference to promissory notes issued by PDVSA
Frequently Asked Legal Questions on Venezuela s and PDVSA s bonds, with a reference to promissory notes issued by PDVSA by D Empaire (Carlos Omaña) Are PDVSA s bonds guaranteed by Venezuela? No. The bonds
More information[Company Name] CROWD NOTE
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
More informationISSUANCE OF US$125,000, % SENIOR NOTES DUE 2017
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationCMS Energy Corporation % Junior Subordinated Notes due 20
The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities
More informationLavabit LLC. Crowd SAFE. Series 2019
THIS INSTRUMENT HAS BEEN ISSUED PURSUANT TO SECTION 4(A)(6) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), AND NEITHER IT NOR ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE BEEN REGISTERED
More informationCarnival Group International Holdings Limited 嘉年華國際控股有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 00996)
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationDANAOS CORPORATION (Name of Issuer)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DANAOS CORPORATION (Name of Issuer) Common Stock, par
More informationTERMS AND CONDITIONS OF THE CAPITAL SECURITIES
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES The following (other than the italicised text) is the text of the terms and conditions of the Capital Securities. The U.S.$ 2,536,000,000 4.90 per cent. Non-Cumulative
More informationmdr LIMITED (Incorporated in the Republic of Singapore) Company Registration No.: G
mdr LIMITED (Incorporated in the Republic of Singapore) Company Registration No.: 200009059G ANNOUNCEMENT ENTRY INTO DEBT RESTRUCTURING AGREEMENT AND BOND ISSUE AGREEMENT ISSUE OF S$12,000,000 IN PRINCIPAL
More informationKEY TERMS OF THE CONTINGENT CONVERTIBLE SECURITIES 1 ( CCS 1 )
KEY TERMS OF THE CONTINGENT CONVERTIBLE SECURITIES 1 ( CCS 1 ) The key terms stated herein are subject to any approval of the Central Bank of Cyprus and / or any other competent authorities and may be
More informationFINAL TERM SHEET. Scatec Solar ASA Senior Unsecured Bond Issue 2017/2021 (the Bonds or the Bond Issue )
FINAL TERM SHEET Scatec Solar ASA Senior Unsecured Bond Issue 2017/2021 (the Bonds or the Bond Issue ) ISIN: NO0010809684 Issuer: Scatec Solar ASA (a company incorporated under the laws of Norway with
More informationThird Progress Report on Inclusion of Enhanced Contractual Provisions in International Sovereign Bond Contracts
December 2017 Third Progress Report on Inclusion of Enhanced Contractual Provisions in International Sovereign Bond Contracts IMF staff regularly produces papers proposing new IMF policies, exploring options
More informationSECTION IIIB - INTERNATIONAL ISSUERS - DEBT SECURITIES
LISTING REGULATIONS - INTERNATIONAL ISSUERS - DEBT SECURITIES Millennium Edition January 2002 THE BERMUDA STOCK EXCHANGE All rights reserved Bermuda Stock Exchange 1 TABLE OF CONTENTS CHAPTER 4... 4 QUALIFICATIONS
More informationInvesting in the trust preferred securities involves risks. See Risk Factors beginning on page S-14. PRICE $25 PER TRUST PREFERRED SECURITY
PROSPECTUS SUPPLEMENT (To Prospectus Dated September 21, 2006) $150,000,000 Citizens Funding Trust I 7.50% Enhanced Trust Preferred Securities (Liquidation amount $25 per trust preferred security) Fully
More informationStatement of Limiting Conditions
Statement of Limiting Conditions The following non-binding term sheet ( Term Sheet ) summarizes the key terms of a consensual alternative restructuring transaction ( Transaction ) for Samarco Mineracao
More informationPage 1 of 117 424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) File Nos. 333-135006 and 333-135006-01 Title of Each Class of Securities Offered Maximum Aggregate Offering
More informationCARMAX, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION ARTICLE I NAME ARTICLE II PURPOSES ARTICLE III CAPITAL STOCK
CARMAX, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION ARTICLE I NAME The name of the Corporation is CarMax, Inc. ARTICLE II PURPOSES The purpose for which the Corporation is organized is to engage
More informationDATED 24 JUNE 2015 NEWDAY FUNDING LOAN NOTE ISSUER LTD AS LOAN NOTE ISSUER NEWDAY FUNDING RECEIVABLES TRUSTEE LTD AS RECEIVABLES TRUSTEE
CLIFFORD CHANCE LLP EXECUTION VERSION DATED 24 JUNE 2015 NEWDAY FUNDING LOAN NOTE ISSUER LTD AS LOAN NOTE ISSUER NEWDAY FUNDING RECEIVABLES TRUSTEE LTD AS RECEIVABLES TRUSTEE HSBC CORPORATE TRUSTEE COMPANY
More informationU.C.C. - ARTICLE 8 - INVESTMENT SECURITIES (REVISED 1994)
U.C.C. - ARTICLE 8 - INVESTMENT SECURITIES (REVISED 1994) Copyright 1978, 1987, 1988, 1990, 1991, 1992, 1994, 1998, 2001 by The American Law Institute and the National Conference of Commissioners on Uniform
More informationFORM OF PROVISIONS ATTACHING TO 5.50% NON-CUMULATIVE PERPETUAL FIRST PREFERRED SHARES, SERIES C-1 OF ROYAL BANK OF CANADA (the Bank )
FORM OF PROVISIONS ATTACHING TO 5.50% NON-CUMULATIVE PERPETUAL FIRST PREFERRED SHARES, SERIES C-1 OF ROYAL BANK OF CANADA (the Bank ) The C-1 series of First Preferred Shares will consist of 175,000 shares
More informationFor personal use only. Baby Bunting Group Limited Long Term Incentive Plan Plan Rules
Baby Bunting Group Limited Plan Rules CONTENTS CLAUSE PAGE 1. DICTIONARY... 1 1.1 Definitions... 1 1.2 Rules for interpreting this document... 3 2. OBJECT... 3 3. OFFERS UNDER THIS PLAN... 4 3.1 Offers
More informationHenkel AG & Co. KGaA Düsseldorf, Federal Republic of Germany
Information Memorandum 6 July 2015 Henkel AG & Co. KGaA Düsseldorf, Federal Republic of Germany EUR 1,000,000,000 Multi-Currency Commercial Paper Programme Arranger Citigroup Dealers BayernLB BofA Merrill
More informationArticles of Incorporation
Articles of Incorporation (As amended and restated through April 21, 2008) ELI LILLY AND COMPANY (an Indiana corporation) AMENDED ARTICLES OF INCORPORATION 1. The name of the Corporation shall be ELI LILLY
More informationUS$25,000,000,000 Senior Medium-Term Notes, Series D
Prospectus Supplement to Prospectus dated April 27, 2017 Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-217200 US$25,000,000,000 Senior Medium-Term Notes, Series D Terms of Sale We may
More informationAMENDED AND RESTATED CERTIFICATE OF INCORPORATION DELTA AIR LINES, INC. *
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DELTA AIR LINES, INC. * The name of the Corporation is Delta Air Lines, Inc. (the Corporation ). The original Certificate of Incorporation of the Corporation
More informationDESCRIPTION OF THE PREFERRED SECURITIES
DESCRIPTION OF THE PREFERRED SECURITIES The Preferred Securities are preferred securities of the Issuer, and their terms will be set forth in the Memorandum and Articles of Association of the Issuer. The
More informationThe Republic of Côte d Ivoire
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN APPROPRIATELY
More informationDescription of the Preferred Shares
Description of the Preferred Shares Issuance and Offering Issuer and number of Preferred Shares to be issued Bank of Beirut SAL (the Bank or the Issuer ), a duly organized joint stock company under the
More informationBREAKING THE IMPASSE: A TWO-PRONGED APPROACH FOR RESOLVING SOVEREIGN DEBT HOLDOUT DISPUTES
BREAKING THE IMPASSE: A TWO-PRONGED APPROACH FOR RESOLVING SOVEREIGN DEBT HOLDOUT DISPUTES Alexander Shapos* ABSTRACT Sovereign debt holdout disputes implicate billions of dollars. For nearly a decade,
More informationFan and Ventilation Ltd, Terms & Conditions
What you need to know before you order from Fan and Ventilation Ltd... 1 Definitions 1.1 In these Conditions the following words have the following meanings: "Fan and Ventilation Ltd."- Fan and Ventilation
More informationGeorgeson Securities Corporation
Georgeson Securities Corporation Member FINRA, SIPC Dear Investor: Please find enclosed a prospectus describing the General Motors Financial Company, Inc. Variable Denomination Floating Rate Demand Notes,
More informationGUERRIERO v. COMMISSIONER
Supreme Judicial Court of Massachusetts. Essex. GUERRIERO v. COMMISSIONER 745 N.E.2d 324 (Mass. 2001) JEANNETTE GUERRIERO vs. COMMISSIONER OF THE DIVISION OF MEDICAL ASSISTANCE SJC-08194 Supreme Judicial
More informationStranger Holdings plc (Incorporated in England and Wales with Registered No )
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a person authorised under the Financial Services and Markets
More informationFortis Bank nv-sa 51,000,000,000
Offering Memorandum Fortis Bank nv-sa 51,000,000,000 4.625% Directly Issued Perpetual Securities (par value of 550,000 each) having the benefit of a support agreement entered into by Fortis SA/NV (incorporated
More informationUNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA
Case :-cv-0-cjc-jc Document Filed /0/ Page of Page ID #: 0 KENNETH J. GUIDO, Cal. Bar No. 000 E-mail: guidok@sec.gov Attorney for Plaintiff Securities and Exchange Commission 0 F Street, N.E. Washington,
More informationCOMPOSITE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GULF ISLAND FABRICATION, INC. (includes amendments through March 25, 2009) ARTICLE I NAME
Exhibit 3.1 The name of the corporation is Gulf Island Fabrication, Inc. COMPOSITE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GULF ISLAND FABRICATION, INC. (includes amendments through March 25,
More informationTERMS AND CONDITIONS OF THE CONVERTIBLE BONDS
TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS THE SECURITIES SUBJECT TO THESE TERMS AND CONDITIONS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
More informationFIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENTS AND RELATED ISSUES
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENTS AND RELATED ISSUES An Introduction to the ABA Model Intercreditor Agreement Presented by: Michael S. Himmel, Chapman and Cutler LLP ABA Business Law Section
More informationINDICATIVE HEADS OF TERMS FOR FACILITY WITH HURRICANE LINKED EXTENDIBLE FEATURE (DEBT SERVICE DEFERRAL VERSION)
Clifford Chance/ICMA Discussion Draft Dated: 23 November 2018 Loan Term Sheet INDICATIVE HEADS OF TERMS FOR FACILITY WITH HURRICANE LINKED EXTENDIBLE FEATURE (DEBT SERVICE DEFERRAL VERSION) The following
More informationGRYPHON ONLINE SAFETY, INC.
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
More informationDC: AVNET, INC. VOLUNTARY EMPLOYEE SEVERANCE PLAN
DC: 4069808-3 AVNET, INC. VOLUNTARY EMPLOYEE SEVERANCE PLAN Avnet, Inc. Voluntary Employee Severance Plan TABLE OF CONTENTS Introduction... 1 Eligibility... 2 Eligible Employees... 2 Circumstances Resulting
More informationSchedule 10 describes, and sets out specifications in respect of, Warrants traded on ASX s market.
SCHEDULE 10 WARRANTS Schedule 10 describes, and sets out specifications in respect of, Warrants traded on ASX s market. 10.1 WARRANT RULES 10.1.1 Warrant Rules This schedule 10 applies to Warrants. 10.1.2
More informationConstitution. Litigation Capital Management Limited
Constitution Litigation Capital Management Limited Contents page Part 1 - Preliminary 4 1. Name 4 2. Nature of Company 4 3. Replaceable rules 4 4. Application of the AIM Rules 4 Part 2 Shares 6 5. Issue
More information