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VAT is applicable on virtual programmes to delegates attending from the UK*. If participating from the EU, a valid VAT number is required to ensure VAT will not be charged under the reverse charge mechanism. VAT is not applicable to attendees from all other countries.
*For virtual courses ran through our Asia office, VAT may be applicable to HK and Singapore residents only. Find out more by contacting


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VAT IT have spent two decades identifying, researching and perfecting the foreign VAT Reclaim process and built the best back end technology in the industry. By partnering with Euromoney Learning, we can provide you with a fast and effective way to reclaim your VAT which helps reduce the cost of your training.

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Debt Capital Markets

Learn the rationale for debt financing, borrowers & debt capital markets
  • Course Objectives

    The Primary Markets have always been the main focus of attention by competing banks and by the media when looking at the international capital markets. And yet to date there exists no comprehensive guide as to how the debt primary markets work. This course is designed to give those who need to understand the markets a solid grounding in how they work, and helps to unravel the jargon of the new issues business. The course covers the rationale for debt financing, the types of borrowers and the types of instruments available. It considers the investor's requirement for returns and security against the balance sheet implications for the issuer. The course reviews the various syndication customs, and practices and looks at the legal and regulatory requirements involved in bringing issues to the international markets.

    This 3-day course: 

    • Provides a comprehensive review of the structure and workings of the International Primary Markets for Debt
    • Takes newcomers to the Debt Primary Markets from the reasons for financing through to the conclusion of successful transactions
    • Looks at structuring the most appropriate financing for a particular borrower and how such an offering should be syndicated and documented

    Who should attend:

    • Those newly involved in syndication and/or origination and corporate
    • Those responsible for managing these activities or needing to supply middle / back office support
    • Heads of New Issues
    • Heads of Origination
    • Heads of Debt Capital Markets
    • Heads of Corporate Finance
    • Heads of Funding
    • Heads of Syndication

    Note - A good level of spoken and written English is required to attend this course. Delegates should be of an intermediate standard in English at a minimum. Please refer to the Common European Framework of Reference for Languages - as a guide the level required is B2. 

  • Day 1

    Sources of Finance
    • Financing choices
    • Cost of equity and debt
    • Weighted Average Cost Of Capital (WACC)
    • Financial leverage
    • Purpose of funding
    • Market conditions
    • Borrower requirements
    • Loans v. bonds
    • Corporates
    • SSAs
      - Sovereigns
      - CACs
      - Supras

    • FIs
      - Capital adequacy
      - Basel I and Basel II

    • Basel 3
      - New capital framework
      - The buffers and the leverage ratio
      - Liquidity coverage ratio
      - Net stable funding ratio
      - Permitted capital instruments
            - Common equity Tier 1
            - Additional Tier 1
            - Tier 2
      - Contingent capital and “Bail-ins”

    • EU Banking Union


    • Credit ratings
    • Credit rating agencies
    • Credit rating performance
    • Credit rating process
    • CRA regulation

    Bond Types

    • Domestic, foreign and Eurobond
    • Globals
    • International bonds
      - Public or private
      - Floating rate notes
      - Fixed rate
      - Medium term notes

    • Covered Bonds


    • Definitions
    • The collateral pool
    • Role of seller, servicer and SPV
    • Capital structure
    • CDOs
    • Why securitise?
    • MBS
    • Credit cards and other types of asset-backed
    • Securitisation since the crisis
    • Regulation of asset-backed

    Day 2

    Working with Swaps

    • Definitions
    • Interest rate swaps
    • Asset swaps
    • Liability swaps
    • Exploiting comparative advantage

    Investor Protection

    • Events of default
    • Debt Ranking
    • Hybrid capital
      - Debt /equity continuum

    • Covenants
    • Force majeure
    • Tax gross up / redemption

    Revision Exercise:
    Participants will break into syndicates and be given various borrower profiles subject to certain market conditions. Syndicates must devise the most appropriate borrowing strategy for the client drawing on the first day’s analysis.


    • Syndicate roles and their development
    • The ‘Pot’ system
    • Active v. passive
    • Stabilisation

    Day 3

    Selling Restrictions and US Regulations

    • Selling restrictions
    • Regulation S
    • Rule 144A
    • 10b 5 Due Diligence
    • TEFRA C & D
    • FATCA


    • The pitch book
    • The mandate
    • Due diligence
    • The prospectus
    • EEA Prospectus Regulation/Directive
    • Retail summaries

    The Deal Process

    • ‘Initial Syndicate Communication’
    • Announcement
    • Organising the syndicate
    • The roadshow
      - Deal or non-deal
      - ‘Sounding out'
      - Conflicts of interest
      - EEA MAD & MAR

    • Bookbuilding
      - Duration

    • Assessing demand
      - ‘De-duping’
      - Order inflation

    • Allocation
    • Pricing

    Bond Pricing Exercise
    : Participants are given comparative pricings and are required to price a new issue and fill out the New Issue Term Sheet
    • Launch
    • ‘Confirmation to Managers’

    Legal and Documentation

    • Offering circular
    • ‘Due diligence’
    • Subscription agreement
    • Agreement among managers
    • Base prospectus and final terms
    • Auditors comfort letters
    • Legal opinions
    • Trustee / fiscal agent
    • Listing

    Distribution and Closing

    • Conflicts of interest and investment research
    • Distribution
    • Allotment
    • Role of the ICSDs and the common depository
    • Closing procedure

    The ICMA Primary Market Handbook

    • Purpose
    • Content
    • Who does it apply to?
    • Standard documentation

    Liability Management

    • Bond buybacks
    • Tender offers
    • Exchanges
    • Consent solicitations
    • Regulatory considerations

    Course summary and close


  • Our Tailored Learning Offering

    Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.

    If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.

    We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.

  • We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.

    We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:

    • Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
    • Track record – 10/10 of the world’s largest banks have chosen us as there training provider and we have delivered training across the largest banks and have trained over 25,000 professionals.
    • Knowledge – our 100+ strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
    • Reliability – if we promise it, we deliver it. We have delivered over 25,000 events both in person and online, using simultaneous translation to delegates from over 99 countries.
    • Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 4.2/5 on service and 4.7/5 on Coursecheck
This course can be run as an In-house or Tailored Learning programme


  • Chris O’Malley


    The Course Director is an economics graduate with more than 35 year experience in the international debt markets entirely on the sales and origination side of the business. For 12 years he managed sales teams: firstly heading the London sales team for Credit Suisse First Boston and then managing sales globally for Samuel Montagu, Midland Montagu and subsequently HSBC. He has worked closely with sales teams in London, New York, Tokyo and Hong Kong and has extensive experience and knowledge of the needs and behaviour of international investors For HSBC he then transferred to the origination desk establishing a new issue business for the Middle East, India and Africa, successfully bringing many new issues to the loan and bond markets. The Course Director is a Senior Advisor to the International Capital Market Association (ICMA) focussing on training, market practice and membership initiatives. He has a very focussed yet interactive training style and a depth of experience that allows participants to gain knowledge through his well-constructed, practical case studies and pragmatic approach to the role. The Course Director is the author of “Bonds without Borders: A History of the Eurobond Market” published in the Wiley Finance Series.



The course will take place at a Central London hotel.

The map attached details some of our most frequently used venues

If you need help booking accommodation for your visit, please contact and one of our partners will help you get the best rate possible.