The Book of Jargon® – European Capital Markets and Bank Finance

An online glossary of European-specific corporate finance and banking terms.


The definitions contained herein provide an introduction to the applicable terms and they raise complex legal issues on which specific legal advice will be required. The terms are also subject to change as applicable laws and customary practice evolve. As a general matter, the Book of Jargon® – European Capital Markets and Bank Finance is drafted from a European practice perspective but we confess to having liberally plagiarized where applicable from Latham's first Book of Jargon®.

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  • A/B Exchange Offer:
    this is the process that allows you to flip (or exchange) the private Notes that were issued in a Rule 144A Offering with Registration Rights into SEC-registered Notes. The A/B Exchange Offer is an SEC registered Exchange Offer that takes place within a certain period of time after the Closing of a Rule 144A Offering. In order to comply with its obligations under the Registration Rights Agreement, the Issuer makes an offer to holders of the Rule 144A Notes to exchange those Notes for registered, freely tradable Notes (that otherwise have the same terms). A/B Exchange Offers can be used for Investment Grade and High Yield Notes, but not Convertible Notes. Exchange Offers are also known as Exxon Capital Exchange Offers. Recent changes to Rule 144 have had significant effects on the likelihood of A/B Exchange Offers. See Latham & Watkins Client Alert No. 669, The Future of Registration Rights in Private Offerings of Debt Securities (22 January 2008), available at
    acronym for Accounting and Auditing Organisation for Islamic Financial Institutions. AAOIFI performs a review of developments in the Islamic finance sector and issues guidance papers.
    acronym for Agreement among Underwriters.
    acronym for Asset-Based Loan.
    acronym for Asset-Backed Security.
    Absolute Priority Rule:
    a term primarily used in US Bankruptcy law, being the rule which states that when a company is liquidated or reorganised, senior classes of claims and equity interests must receive full distributions on account of their claims or equity interests before junior classes may receive any distributions, unless the senior classes consent otherwise.
    Accelerated Filer:
    a category of Issuer created by SEC rules. An Issuer’s status as an Accelerated Filer, as opposed to a Large Accelerated Filer, a Non-Accelerated Filer or a Smaller Reporting Company, determines when its Financial Statements go Stale and when it has to comply with SOX Section 404. An Issuer qualifies as an Accelerated Filer if (i) its Public Float is between US$75.0 and US$700.0 million as of the last business day of the second fiscal quarter of the Issuer’s preceding fiscal year and (ii) it has been subject to the requirements of Section 13(a) or 15(d) of the US Exchange Act for at least 12 months, including the requirement to file an annual report. Once an Issuer is in Accelerated Filer land, its Public Float has to fall below US$50.0 million to get out. See Latham & Watkins Desktop Staleness Calendar, available at
    the end of the line in Bond and loan world. The definitions of Default and Event of Default describe how we get there. Following an Event of Default, the Bondholders (in accordance with the Terms and Conditions or the Indenture) or Lenders (under a Credit Agreement) have the right to “accelerate” the Due Date of their debts; in other words, they have the right to declare their Bonds or loans immediately due and payable. Note that practice in the US (and in European Indentures) is for Insolvency Events of Default to automatically lead to Acceleration, however this is uncommon in Europe bank financings. Note that Acceleration can lead to an obligation on the officers of the Issuer/Borrower to file for Insolvency, thereby precluding the ability to agree a consensual out-of-court restructuring. See also Place on Demand.
    Accordion Feature:
    so called because it resembles the expanding musical instrument whose name it shares, this is a feature in a Credit Agreement that allows the Borrower to increase the maximum commitment amount under a Revolver or to incur additional Term Loan debt under circumstances specified in the Credit Agreement. The Accordion, however, is not pre-committed financing. It is really just an advance agreement to permit the additional debt within agreed parameters and to provide for it to share in the Collateral in the future if the Borrower can find Lenders willing to provide the debt. Also known as an Incremental Facility.
    Accordo di Ristrutturazione:
    a pre-Insolvency procedure for company restructuring in Italy. Filing brings about a stay on creditor action for 60 days, and the company can obtain an immediate stay preceding the agreement in certain circumstances. Must be supported by an Esperto’s report and approved by 60 per cent of the company’s creditors by value and by the bankruptcy court. Unlike the Concordato Preventivo this procedure is only effective as between the company and participating creditors.
    can mean many different things but in Bond world this term is a shorthand reference to the potential buyers of Securities in an offering.
    Account Control Agreement:
    this is how Lenders in a secured financing Perfect their Security Interest in a Borrower’s deposit and securities accounts located in the US. It is an agreement among the Borrower, the Security Agent and the bank or securities intermediary where the Borrower has its deposit or securities account.
    Accredited Investor:
    defined under SEC Rule 501 of Regulation D, this refers to people and entities that are permitted to buy Securities in a Private Placement. The term covers virtually all the types of institutions that are participants in the Private Placement market, and also includes people who are either rich or sophisticated. It is, of course, better to be both rich and sophisticated, but one will do for Regulation D purposes.
    Accreted Value:
    this is the original purchase price of a Zero Coupon Bond or Discount Note plus all non-cash Interest that has accrued on the Bond or Note since the date of issuance. The calculation of Accreted Value is set forth in the Terms and Conditions or the Indenture.
    Accrued Interest:
    Interest that has been earned but has not yet become due and payable (or which has been due but has not been paid) by the Issuer or Borrower.
    Acquisition Facility:
    a Delayed Draw Term Facility intended to be used to fund acquisitions. Often combined with a Capex Facility.
    Acquisition Proceeds Prepayment:
    a specific type of Mandatory Prepayment. This provision in a Credit Agreement requires the loans to be prepaid with the net cash proceeds of claims under the SPA and against the providers of Due Diligence reports. This prepayment requirement is often subject to a Reinvestment Right.
    Acting in Concert:
    European jurisdictions take into account the fact that a publicly listed company may be controlled by several minority shareholders who are Acting in Concert rather than one sole majority shareholder. The details of this concept varies from jurisdiction to jurisdiction but for example in the UK the City Code defines persons Acting in Concert as those persons who pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them in shares in a Target to obtain or consolidate control of the Target (see Concert Party). Other counties will use the term differently. A’d: an Islamic finance term meaning a promise (a unilateral or mutual promise); e.g., used in the context of purchase undertakings and sale undertakings in Ijara lease transactions to purchase the lease asset at the end of the term of the lease.
    Additional Cost Rate:
    another name for Mandatory Costs.
    Adjusted EBITDA:
    EBITDA on steroids. Refers to EBITDA, adjusted to eliminate the impact of certain unusual or non-cash items that the Issuer or Borrower (or its Sponsor) believes are not indicative of the future performance of its business. In Credit Agreements, this term can also refer to EBITDA adjusted on a Pro Forma basis for acquisitions and disposals, i.e., when measuring EBITDA for a particular period, any acquisition or disposal in that period is deemed to have happened on the first day of such period so the EBITDA of the acquired/disposed of asset is gained/lost for the whole period. For Reporting Issuers, disclosure of EBITDA, Adjusted EBITDA and other “non-GAAP financial measures” must be done within the confines of Item 10 of Regulation S-K (in the case of certain public filings) and Regulation G of the SEC (in all cases). A form of Adjusted EBITDA is also a component of the Leverage Ratio and Fixed Charge Coverage Ratio definitions.
    Admin Agent:
    shorthand for Administrative Agent.
    Administrador Concursal:
    person appointed by a Spanish Insolvency court to either supervise or fully manage an insolvent company. In most Insolvencies there must be three administrators: (i) a lawyer; (ii) an auditor or economist; and (iii) a creditor holding an ordinary or non-secured generally privileged claim. For more information on Spanish Insolvency, see Latham & Watkins Client Alert No. 872, Spanish Insolvency Act Changes — Paving the Way for Restructurings (29 May 2009), available at
    a formal Insolvency process in England designed to facilitate the rescue of an insolvent company or achieve a better return to creditors than if the company immediately went into liquidation. It involves the control of the company passing from the directors to an Administrator and a Moratorium on most secured claims and unsecured claims. The procedure has gained notoriety through the use of Pre-packs.
    Administrative Agent:
    another name for the Facility Agent.
    a licensed UK Insolvency practitioner (usually an accountant) who is appointed by the court, the company’s directors or by certain qualifying Secured Parties for the purposes of Administration.
    Admission and Disclosure Rules:
    the rules, published by the UKLA, containing the admission requirements and the ongoing disclosure requirements which companies with Securities admitted to trading on the markets of the LSE have to observe. The rules do not apply to companies admitted to AIM.
    acronym for Alternative Dispute Resolution or American Depositary Receipt.
    defined slightly differently in different types of agreements and jurisdictions, but generally refers to a subsidiary, corporation, partnership, or other person controlling, controlled by or under common control with another entity. For US folk, the official SEC definition is found in SEC Rule 144.
    Affiliate Transactions Covenant:
    a Negative Covenant that protects against disguised dividends by preventing the Issuer or Borrower from entering into non-arm’s-length transactions with its Affiliates, such as paying excessive management fees to deal Sponsors, selling assets to equityholders for less than fair market value or overpaying equityholders/employees through excessive salaries. In Bond world, the Affiliate Transactions Covenant typically does not flatly prohibit Affiliate transactions, but rather requires that they be on arm’s-length terms and, at certain value thresholds, be approved by disinterested directors. Fairness Opinions are also sometimes required.
    acronym for The Association for Financial Markets in Europe.
    AFME / EHYA:
    AFME’s activities in leveraged finance are conducted through the European High Yield Association, now known as AFME / EHYA.
    Agency Fee:
    another name for the Facility Agent Fee.
    generic term used to describe any of the Facility Agent, Security Agent, Documentation Agent and Syndication Agent.
    Agreed Security Principles:
    used most frequently in loan world, these are typically contained in a schedule to the Credit Agreement and provide the negotiated framework for which Collateral is required to be given in respect of the relevant transaction. Agreed Security Principles will contain a description of the secured obligations (including any limitations), guidelines with respect to how Collateral will be taken and Perfected, and what obligations the Collateral giver will be under in the relevant Security Agreement.
    Agreement among Initial Purchasers or Underwriters:
    the agreement that governs the relationship among the Initial Purchasers (in a Rule 144A Financing and Regulation S offering) or Underwriters (in an SECRegistered Offering). See EHYA Agreement among Initial Purchasers and Master Agreement among Underwriters. There is no directly comparable document among the members of a bank loan Syndicate, mostly as a matter of custom. See, however, Syndication Agreement.
    acronym for the American Institute of Certified Public Accountants, Inc.
    originally known as the Alternative Investment Market and abbreviated as AIM, the market is operated by the LSE and now known simply as AIM. It provides a more flexible regulatory environment than the Main Market of the LSE. AIM does not require a particular financial track record or trading history, an established management team or any minimum market capitalisation, nor does it require minimum thresholds regarding size or number of shareholders, and so it enables smaller and growing companies to access the public market.
    acronym for Actos Jurídicos Documentados, the Spanish version of Stamp Duty.
    KFC but in the Western Province of Saudi Arabia only. If you are looking up Islamic finance terms, you might be somewhere, or about to go somewhere, where this knowledge comes in useful.
    All In Cost:
    the total cost to a Borrower of obtaining the Credit Facilities, including fees, OID, Interest and other charges.
    see Allotment.
    also described as Allocation, when used in Bond world, this is the amount of a new issue of Securities allotted to each Syndicate member by the Lead Manager after the final terms of the issue have been fixed. Following Allotment, the Syndicate members will sell the Securities allotted to them to their investor clients.
    Allotment Telex:
    the telex from the Lead Manager to the Syndicate members offering Allotments of the relevant Securities. Unlikely to have actually been sent by telex however for the last few decades.
    Alternative Dispute Resolution:
    any process of dispute resolution out of court (and, in some uses of the term, also out of arbitration). Often preferred or required in addition to or in place of standard enforcement and jurisdiction provisions in certain emerging markets.
    Alternative Transactions Language:
    a provision in the Fee Letter that says that the investment bank that has committed to a Bridge Facility will still get paid all or some of its agreed fees if the Borrower ends up funding the applicable facilities through a different bank. Sometimes this is negotiated down to either giving the original bank a right to play in any new deal (but not a guarantee of payment), or giving the original bank an amount of fees equal to what the alternative bank gets. Rarely seen with respect to Senior Secured Credit Facilities.
    an Islamic finance term for a trust, such as a bank account deposit.
    Ameen (also spelt Amin):
    an Islamic finance term for a custodian or guardian, similar to a custodian or guardianship in common law jurisprudence.
    Amend and Pretend:
    slang for entering into an Amendment or Waiver of Defaults rather than fixing more fundamental problems with a Capital Structure. The Amendment or Waiver is made and everyone then pretends all is OK. Is there anything really wrong with the head in the sand approach?
    a change to the provisions of an existing agreement. For instance, a Borrower might agree with its Lenders to amend its Credit Agreement to allow for more indebtedness to be incurred or an Issuer may amend its Terms and Conditions or Indenture to add a Call Option. See also Technical Amendment.
    American Depository Receipt:
    a negotiable certificate issued by a bank or trust company and traded in the US markets that represent ownership of Securities of a non-US company. ADRs are denominated in US dollars, with the underlying Security held by a US financial institution overseas. ADRs are US Securities and are thus subject to US Securities regulations.
    acronym for Anti-Money Laundering. Same as KYC.
    the required periodic repayment in instalments of portions of the principal of a Term Loan prior to its final maturity. Facility B Loans, Facility C Loans, Revolving Facilities, Second Lien Facilities, Mezzanine Facilities and Bonds generally do not Amortise. In accounting speak, Amortisation is the same concept as Depreciation, except that intangible assets are Amortised and tangible assets are Depreciated. See Depreciation.
    Amortisation Schedule:
    the schedule of regularly timed repayments of principal prior to the maturity of a Term Loan. The Amortisation Schedule may be set forth in the Commitment Papers, or instead the maximum or minimum Average Life will be stated there and the Amortisation Schedule itself will be negotiated after and set out in the Credit Agreement. See also Amortisation.
    Amortising Loan:
    usually a reference to a Facility A Loan.
    Ancillary Facility:
    a facility made available on a bi-lateral basis by a Lender using mechanics established under a Revolving Facility and which reduces that Lender’s commitments under the Revolving Facility accordingly. Established for operational ease when a Revolving Facility has been Syndicated since Ancillary Facilities are typically of a type such that they are best made available bi-laterally — examples of such facilities include overdrafts, short term loan facilities and foreign exchange facilities. Much more common in Europe than Swing Line Loans which are however frequently seen in the US.
    Angel Investor:
    an investor (usually an individual as opposed to a corporation) that provides capital for a business start-up, usually in exchange for Preference Shares or equity ownership. Think “Dragons Den”, a series of reality television programmes broadcast internationally featuring entrepreneurs pitching their business ideas in order to secure investment finance from a panel of insufferably smug Angel Investors/Venture Capitalists (the eponymous “dragons”).
    Anti-Layering Covenant:
    a Covenant that prohibits an Issuer or Borrower from Layering in another series of debt between the Senior Debt and the Subordinated Debt. This is essentially a no-cheating rule and in Bond world is only used in Senior Subordinated deals and in loan world has become more common in transactions with Senior Debt and a Mezzanine Financing. Back in Bond world, Senior Notes include an analogous provision that requires that all debt that Subordinates itself to any Senior Secured Credit Facilities also Subordinate itself to the Senior Notes. The Anti-Layering Covenant ensures that the Subordinated Debt occupies the second class slot and not the third or fourth. This clause is an important consideration when looking to add a Second Lien Facility, “sandwiched” in-between the First Lien Facilities and unsecured Bonds, as they may be prohibited by the Anti-Layering Covenant.
    Anti-Money Laundering:
    see KYC.
    a certificate issued pursuant to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (Convention), which facilitates the circulation of public documents between state parties. It does so by replacing the cumbersome and often costly formalities of a full legalisation process with the mere issuance of a certificate called an Apostille. Instead of legalisation by the appropriate embassy, the notary’s certificate and seal are certified as genuine by the competent authority of the state on whose territory the document has been executed. The Convention applies to public documents (such as a notarial act or a document with notarial authentication of signatures) executed in one state party to the Convention and to be used in another state party to the Convention. So now you know.
    Applicable Margin:
    the additional percentage that is added to a particular Interest Rate index to determine the Interest Rate payable on variable rate debt. Generally, the Credit Agreement will set the Interest Rate at LIBOR or EURIBOR (as applicable) plus a specified percentage plus the Mandatory Cost. The specified percentage is usually referred to as the Applicable Margin or the Margin.
    to take advantage of a price differential between two or more markets, such as by buying an investment in one market and then immediately selling it at a higher price in another market.
    Arrangement Fee:
    the fee paid to the Arranger for arranging and underwriting the Credit Facilities. Calculated as a percentage of the Credit Facilities that are being provided. Also known as an Underwriting Fee or Upfront Fee.
    Arrangement Letter:
    see Auditor Arrangement Letter.
    the bank or financial institution that “arranges” (alone or with other co-Arrangers) a Credit Facility by negotiating original terms with the Borrower and Syndicating the facility to a larger group of Lenders. An Arranger generally has no ongoing obligations under a Credit Agreement after the Closing Date. Also used to describe the bank taking the lead on arranging an EMTN or GMTN Programme.
    acronym for Auction-Rate Security.
    Asset Sale Covenant:
    the Covenant in Terms and Conditions, an Indenture or a Credit Agreement that governs the sale of assets. In the Terms and Conditions or an Indenture, the Covenant assures that the Issuer’s Balance Sheet stays in balance by making sure that if assets shrink, the Issuer either replaces the assets with new assets or reduces its debt. The company is allowed to sell assets under the Covenant, but it must get fair market value and mostly cash (typically 75-85 per cent). The proceeds must be used to repay certain types of debt, reinvested in longterm assets useful in the business or used to make an offer to repurchase Bonds at Par. In a Credit Agreement, by contrast, this Covenant strictly limits the Borrower’s ability to sell assets, except as may be specifically negotiated on a deal-by-deal basis with limited Carveouts and Baskets. In the Credit Agreement context, see also Asset Sale Prepayment.
    Asset Sale Prepayment:
    a specific type of Mandatory Prepayment. This provision in a Credit Agreement requires the loans to be prepaid with the net cash proceeds of certain (or, in some cases, all) non-ordinary course asset sales of the Borrower and its subsidiaries. The idea is that secured loans are made partly based on the knowledge that a certain amount of asset value is held by the Borrower and pledged as Collateral. To the extent the Collateral is disposed of, the loans are prepaid with the proceeds. This prepayment requirement is often subject to a Reinvestment Right.
    Asset Stripping:
    not nearly as exciting as it sounds, this is buying a business whose market value is below its asset value with the intention of breaking it up (rather than running it), selling the most profitable assets. Think Richard Gere’s character in Pretty Woman (Touchstone Pictures 1990).
    Asset-Backed Security:
    a generic term describing Tranched, exchangedlisted Bonds issued by Special Purpose Entities backed by financial assets as mundane as residential mortgages (“residential mortgage-backed securities” or RMBS), commercial mortgages (“commercial mortgagebacked securities” or CMBS), automobile loans and leases, and credit card obligations, or as esoteric as casualty insurance claims (“catastrophe or “cat” bonds”), life insurance claims (“viatical settlement bonds”) or changes in survival rates (“longevity bonds”). CBOs, CDOs, CFOs and CLOs are all also types of Asset-Backed Securities.
    Asset-Based Loan:
    a Revolving Facility where the total amount that can be borrowed fluctuates based upon the value of the Borrowing Base at a given time. Asset-based lending is a way for companies to meet their short-term cash needs by borrowing against their short-term assets at favourable rates. Asset-Based Loans are particularly popular among retailers and other businesses with large amounts of accounts receivable and inventory but can be tricky (and therefore expensive) to structure in Europe given the difficulties in some jurisdictions in taking Security over the categories of assets used for the Borrowing Base. The Asset-Based Loan market in the US is therefore significantly more developed than that in Europe. See Borrowing Base and Borrowing Base Loan.
    a Lender’s transfer of its rights and (if possible — see later) obligations under a Credit Agreement to a new Lender. Borrowers frequently like to maintain a degree of control over the Assignment process through consent rights and, in rare cases, Blacklists. Lenders prefer to limit such consent rights in order to maximise Syndication options and keep the loans more freely tradable but may provide the Borrower with prior consultation rights. It would be extremely unusual for the Borrower to retain consent or consultation rights (as applicable) with respect to transfers to existing Syndicate members or to Affiliates of existing Syndicate members or when an Event of Default is continuing. Note that a Borrower’s right to consent to transfers is an important fact that helps distinguish loans from Securities. Under English law however, whilst you can assign rights, you are not able to assign obligations (see therefore Assignment and Assumption and also Novation).
    Assignment and Assumption:
    when an Assignment doesn’t work due to the inability under English law to assign obligations, and/or where a Novation isn’t practicable due to loss of security implications, English law uses an Assignment and Assumption — the rights are transferred and the new Lender also assumes the obligations of the old Lender which is then released from those obligations.
    Associated Costs Rate:
    another name for Mandatory Costs.
    At Par:
    see Par Value.
    Auction-Rate Security:
    short-term debt Securities with Interest Rates set at weekly or monthly Dutch Auctions to appeal to investors seeking short-term investments.
    Auditor Arrangement Letter:
    letter that sets forth the scope of the engagement between the auditors and the Issuer and Initial Purchasers with respect to the Reg S Comfort Letter and related work, which only attaches to the Reg S portion of a deal. The letter permits the Initial Purchasers to use and rely on the Reg S Comfort Letter and other work outside the US and specifies that the letter does not apply to or affect rights or obligations in connection with the use of the 144A Comfort Letter in the US or elsewhere in the world in connection with any potential or actual proceedings or disputes under US federal or state Securities laws in connection with the US portion of the offering. Also sometimes called Auditor Engagement Letter.
    the signing of a Security (in global or definitive form) by the Registrar or Principal Paying Agent in order to give it legal effect.
    Authorised Person:
    a person who is authorised for the purposes of FSMA to carry out Regulated Activity.
    Automatic Stay:
    the rule under Bankruptcy law in the US that once a Bankruptcy case is commenced, creditors and other parties generally are not permitted to collect on claims against the debtor or otherwise obtain or exercise control or possession over property of the debtor’s bankruptcy estate outside of the Bankruptcy proceedings. Creditors may seek relief from the Automatic Stay by filing a motion with the Bankruptcy court. There are also a number of exceptions to the Automatic Stay, such as governmental entities exercising their police power and the termination or liquidation of certain financial contracts. Equivalent (or similar) restrictions exist in certain European jurisdictions — consult your favourite Latham lawyer for more information.
    this is a term used most frequently in the world of Revolving Facilities. It is a measure of the amount of additional borrowings or other extensions of credit (such as the issuance of Letters of Credit or obtaining of Ancillary Facilities) that would be permitted under the Revolver at any particular point in time. Term Loan Facilities are generally drawn once on the Closing Date, although some allow for delayed draws during a specified period (see Delayed Draw Term Facility). Revolving Facilities are lines of credit that generally may be drawn, repaid and redrawn throughout the life of the facility, but only if there is Availability (in the case of an Asset-Based Loan, under the Borrowing Base formula). The Availability terms are found in the Senior Secured Facilities Term Sheet and then documented in full in the Credit Agreement.
    Availability Period:
    the period of time from signing the Credit Agreement during which the Credit Facilities may be drawn, assuming satisfaction of CPs and absence of a Drawstop.
    Available Amounts Basket:
    an extra Basket (included in some Credit Agreements but certainly far from common) that may be used for dividends, Capital Expenditures, investments or the prepayment of other (usually Subordinated) debt. This is a bank land replica of the way Restricted Payment capacity works in most High Yield Indentures. The Available Amounts Basket generally starts with 50 per cent of consolidated net income or that portion of Excess Cash Flow that is not captured by the Excess Cash Flow Sweep, and builds cumulatively over time (perhaps with the receipt of equity proceeds, in deals where no Equity Sweep is present). Though available for Capex, prepayments of other debt, dividends and investments, the Available Amounts Basket is a single Basket, so usage for one purpose reduces the amount available for other purposes.
    Average Life:
    another name for the Weighted Average Life.
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