A Euro Private Placement (“Euro PP”) is a medium or long-term financing transaction between a company and a limited number of institutional investors, based on a deal-specific documentation negotiated between the borrower and the investors, usually with the participation of an arranger.
The work of the Euro PP Committee began in 2012 as part of the CCI Paris-Ile-de-France initiative aiming at the establishment and implementation of a framework of best practices to raise the Euro PP (Euro Private Placement) as a benchmark market for companies' financing in Europe. Various actors (borrowers, investors, arrangers and other stakeholders) under the auspices of the Banque de France and the French Treasury have been involved in such work which resulted in the publication of a charter (the "Euro PP Charter
") which has received a wide endorsement by the market.
Among other working groups, one composed of borrowers, investors, arrangers and law firms, drafted model forms, in bond and loan formats, which can be used by borrowers and investors for their private placement transactions. These model forms are available in French, English and Italian. The terms and conditions of such documentation are intended to serve as a basis to be adapted when negotiating a Euro PP transaction, depending on the borrower’s profile, the features of the transaction and market conditions.
The Euro PP Charter and the model forms (loan and bond) were updated in October 2019 in order to take into account market developments and to strengthen its efficiency. The Euro PP Charter and the model forms remain an evolving set of documents and may be subject to further modifications.
In addition to the work conducted by the Euro PP Committee, the Association française des marchés financiers (AMAFI) published on 13 January 2016, a "Code of best practice for Euro PP arrangers" which is designed to standardize the best practices for financial intermediaries acting as arrangers in Euro PP transactions. With this Code, the AMAFI underlines the key role played by arrangers in ensuring a smooth and successful conduct of Euro PP transactions. The Paris leading arrangers have already undertaken to apply the AMAFI Code. A list of such financial intermediaries, available at www.amafi.fr
, is updated periodically.
The Euro PP Committee set up a working group dedicated to the legal and regulatory environment of Euro PPs, composed of representatives of borrowers, intermediaries and investors and co-headed by Hubert de Vauplane (Kramer Levin), Hubert du Vignaux (Gide) and Marc-Etienne Sébire (CMS Francis Lefebvre Avocats), which answered in march 2016 to "Frequently Asked Questions" on the Euro PP (Euro Private Placement) market: What is a Euro PP (Euro Private Placement)? What is the timetable of a Euro PP transaction? Who are the members of the Euro PP Committee? What is the Euro PP Charter? Where can I find the Euro PP model form documentation? Are the Euro PP model form contracts tailored to my situation? How is the representation of investors organized under French law? What is a “masse”? Should I apply for a listing of my Euro PP? Which law should govern my Euro PP transaction? What are the consequences in the event of an insolvency of the borrower? Click here >>
In January 2016, the Euro PP Committee decided to establish a Working Group on Financial Analysis and Credit Risk Governance issues. This work has mobilized nearly a hundred professionals, who shared their experience and their historical and prospective vision of the Euro PP market. This document is intended to be upgradable and may be completed in the future. Download the guide >>