The bond-specific documentation will depend on the transaction, but a bond issue generally requires the following:
• A form of offering memorandum - this must contain all information and disclosure which an investor needs to make an informed investment decision. The standard of disclosure will be mandated by the rules of the relevant stock exchange and/ or applicable securities laws. The Issuer is responsible and liable for the accuracy of this document both under securities laws and contractually under indemnities given to the arrangers under the subscription arrangements for the bond. The offering memorandum sets out risk factors relating to the bonds and information on the Issuer's business, the project (including any risk mitigation), the Issuer, the Private Partner, any guarantor and the use of the bond proceeds. For a PPP Project, it also discloses the nature of the PPP Contract the Private Partner has with the relevant Contracting Authority. A public bond issuance will always involve an offering memorandum; a private placement may have a (less formal) information memorandum. In each case, as well as its legal and contractual relevance, the offering memorandum is a marketing tool, used by the arrangers to sell the bonds.
• For a public bond issuance, a Subscription or Purchase Agreement - between the Issuer and the Arranger by which the Arranger subscribes for the bonds.
• A Trust Deed (or Indenture for New York law bonds) - between the Issuer and the Bond Trustee. The bonds are constituted under this document and it may contain the covenant package (if there is more than one source of finance, a common terms agreement may be used).
• For private placements, a Note Purchase Agreement or Note Subscription Agreement - under which the privately placed bonds will be constituted and the initial holders will agree to buy the bonds.
As with a bank financing, there will also be security, equity and intercreditor documents, and the concession agreement will usually require some limited amendment as described in Section 9.3.9 below.