Course description
The ICMA Primary Market Certificate (PMC) is an essential qualification for those with an interest or involvement in the debt primary markets.
The course examines the entire life cycle of bond issuance, from considering the financing choices through to the closing of transactions in the marketplace. While the training examines the theoretical principles underpinning the markets and the instruments and financing techniques that are available, emphasis is placed on interpreting and using that knowledge in practical case studies. Candidates who gain this qualification will have all the requisite tools to add value to their company’s activities in the primary markets.
Upcoming start dates
Suitability - Who should attend?
The programme is intended primarily for those working in the origination, syndication and transaction management areas of investment banks or securities houses. It is also a valuable qualification for capital markets lawyers looking to expand their understanding of the workings of the primary markets and for those employed in institutions that may be looking to raise funds in the international capital markets.
Outcome / Qualification etc.
By completing this course you will be able to:
- Understand what is involved with syndication and origination
- Review pricing decisions and launch requirements
- Assess current liability management techniques, their applicability and outcomes
- Explore events of default, debt ranking and covenants
The course places emphasis on current market practice and this is reflected in the delivery, by a combination of ICMA trainers and key market professionals including senior representatives from renowned organisations within the Debt Capital Markets.
Training Course Content
The PMC syllabus is organised around key areas, broken down into subtopics delivered by the course director and guest speakers. The programme concludes with the PMC exam:
Sources of Finance
- Financing choices
- Cost of equity and debt
- Weighted Average Cost Of Capital
- Financial leverage
- Purpose of funding
- Market conditions
Use of Proceeds / Borrowers
- Borrower requirements
- Loans v. bonds
- Corporates – IG / High Yield
- SSAs – Sovereigns / Supranationals / Agencies
- FIs - Capital adequacy / Basel 3
- Minimum capital and buffers Leverage Ratio / LCR & NSFR
- Common equity Tier 1 / Additional Tier 1 / Tier 2
Credit Overview
- Credit Ratings Overview
- Basic Corporate Credit Analysis
- Credit rating process
- Credit Rating Agencies various approaches
- Calibrating the business profile
- Assessing the financial risk profile
- CRA Regulation
Investment Grade Markets
- Introduction to the IG market
- Funding Programmes
- Sovereign case studies
High Yield / Sub-IG
- Introduction to HY / non-IG, understanding the difference
- Review of Covenants
Bond Types
- Domestic, Foreign & Eurobond
- Development of the cross-border market
- International bonds
- Public or private
- Floating Rate Notes / Fixed Rate
- Medium Term Notes
Investor Protection
- Events of Default
- Debt Ranking
- Hybrid Capital / Debt / Equity Continuum
- Covenants
- Force Majeure
- Tax Gross Up / Redemption
Selling Restrictions & US Regs
- Selling restrictions
- Regulation S
- Rule 144A
- 10b 5 Due Diligence
- TEFRA C & D
- FATCA
Legal & Documentation
- Overview of New Issue timetable
- Underwriting risk - reps & warranties, DD, Legal opinions, Comfort letters, Conditions precedent, Force Majeure
- Product Governance (MiFIDII/IR)
- Obligations for Manufacturers & Distributers
- ICMA 1 & ICMA 2
- The Due Diligence process
- EEA Prospectus Regulation/Directive
- The passport
- Disclosure & listing - Who discloses and what? / Relevant facts? / Why list?
- Investment risk - Events of default / Cross default / Tax gross up & call / Negative pledge / Event risk covenant
Securitisation
- Definitions
- The Collateral Pool
- Role of Seller, Servicer and SPV
- Capital Structure
- CDOs
- Why Securitise?
- MBS
- Credit Cards & other types of asset-backed
- Securitisation since the crisis
- EU Regulation of asset-backed
- ECB Loan Level Initiative
- Capital Markets Union (CMU) and the STS initiative
- STS Requirements
- Homogenous
- Historical performance data
- Risk retention
Covered Bonds
- Definitions / Key features
- Types of covered bonds
- Covered bond ratings
- Legal Frameworks
- EU Covered Bond Directive / Developing a harmonised EU framework
- Regulatory treatment
- Recent structural developments
Hybrid Capital
- Uses and benefits
- Regulatory developments
- More Capital of higher quality
- SREP
- Components of capital structure
- PONV
- MREL
- AT1 and T2 under Basel 3
- BRRD and the ‘Bail in’ regime
Liability Management
- Rationale
- Bond buybacks
- Tender offers
- Exchanges
- Consent solicitations
- Regulatory considerations
Deal Process
- Pre-Mandate
- Pre-Marketing
- Marketing
- Bookbuilding
- Pricing
- Swaps
- Post-Pricing
Documentation & Closing
- Confirmation to Managers
- Subscription Agreement
- Selling Group Agreement
- Trustee / Fiscal agent
- Listing
- Signing
Clearing & Settlement
- Introduction to CSDs and ICSDs
- Range of securities and currencies
- Functions of the ICSDs
- New Issues Acceptance
- ISINs
- New Issues Distribution / Syndicated / Non-Syndicated
- Role of the Common Depository
- Eurosystem Collateral Eligibility
Residual Regulation
Course delivery details
Livestreamed Course
Our livestreamed courses are delivered via video conferencing accessed on our digital learning platform, using the most effective pedagogical approaches and incorporating interactive functions like virtual breakout rooms.
The PMC livestreamed sessions are delivered in 10 webinars spread over the course of four weeks. You will be given access to the course materials a week before the live sessions begin, and you will have access to those for a total of six months. During these six months you will have the option to keep working through the course materials at your own pace. Please note to ensure you book and take the exam within these six months.
Classroom Course
Our classroom courses are delivered in-person at a confirmed location.
The PMC classroom sessions will be delivered in London over 5 full days of training. Tea, coffee and light refreshments will be provided during the course but please note these courses are not catered. If you have any dietary requirements please let us know when you complete the registration form.
Delegates will be given access to our learning management system and the course materials before the live sessions, and will have access to those for a total of six months. During these six months you will have the option to keep working through the course materials at your own pace. Please note to ensure you book and take the exam within these six months.
Expenses
Livestreamed course fees
- ICMA Members: EUR 3,950 + VAT (if applicable)
- Non Members: EUR 4,950 + VAT (if applicable)
Classroom course fees*
- ICMA Members: EUR 4,400 + VAT (if applicable)
- Non Members: EUR 5,650 + VAT (if applicable)
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