International Capital Markets Glossary

A must-have reference for every lawyer, client, and market participant. Created in partnership with the Forum for US Securities Lawyers in London.

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Terms by purpose

All terms

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144A for Life Offering

144A Offering

3(c)(7)

A

A/B Exchange Offer

ABL

ABS

Accelerated Bookbuild

Accelerated Filer

Acceleration Request

Accounting Circle-Up

Accounting Principles Board

Accredited Institutional Investor

Accredited Investor

Accreted Value

Acquisition Agreement

Actively Traded Securities

Additional Tier 1 (AT1)

Affiliate Transactions Covenant

Agreement Among Underwriters (AAU) or Agreement Among Managers (AAM)

AICPA

AIM

All (or Substantially All)

American Depositary Receipts (ADRs)

American Depositary Shares (ADSs)

American Institute of Certified Public Accountants (AICPA)

AMEX

Amortization

Amortization Schedule

Amortized Loan

Amortizing

Analyst Certification

Annual General Meeting (AGM)

Annual Report

Anti-Bribery Legislation

Anti-Dilution

Anti-Layering Covenant

Articles of Association

Asia Securities Industry & Financial Markets Association (ASIFMA)

ASIFMA

Asset Sale Covenant

Asset Sale Prepayment

Asset Sale Sweep

Asset-Backed Security

Asset-Based Lending (ABL)

Assignment

Association of Financial Markets in Europe (AFME)

At-the-Market (ATM) Offerings

Auditor Arrangement Letter

Auditor Engagement Letter

Auditor’s Report

Authorized US Representative

Automatic Shelf Registration

Available Amounts Basket

Average Daily Trading Volume (ADTV)

C

Capital Expenditure (CAPEX)

Central Securities Depository (CSD)

CEO

CEO/CFO Certifications

Certificate of Good Standing

Certificated Security

Change of Control Put

Clear Market Provision

Collateralized Debt Obligations (CDOs)

Co-Manager

Combined Code

Comfort Letter

Commercial Letter of Credit

Commercial Paper (CP)

Commercial Paper Program (CPP)

Committee of European Securities Regulators

Commodities Futures Trading Commission (CFTC)

Compensation Discussion and Analysis (CD&A)

Competent Person’s Report

Completion

Compliance and Disclosure Interpretations (C&DIs)

Compound Annual Growth Rate (CAGR)

Condition Precedent (CP)

Confidential Filing

Confidential Information Memorandum

Confidential Treatment Application (or Confidential Treatment Request (CTR))

Confidentiality Agreement

Confidentiality Provisions

Consent Fee

Consent Solicitation

Consolidated Financial Statements

Consolidating

Contingent Conversion

Contingent Conversion Trigger

Contingent Convertible Securities (CoCo Securities)

Contingent Interest

Contractual Subordination

Countersign Deadline Date

Cross-Border Tender Offer Rules

D

Deemed Representations

Demand Registration Rights

Demand Right

Dematerialize

Depositary Receipts (DRs)

Depository

Depository Trust Company, The (DTC)

Designated Offshore Securities Market

Direct Registration System, The (DRS)

Directed Selling Efforts

Directed Share Program

Disclosure and Transparency Rules

Disclosure Letter

Discount Notes

Discounted Cash Flow

Distribution Compliance Period

Dodd-Frank Clawback Rules

Domestic Registrant

Dow Jones Industrial Average

DTC Letter of Representations (LOR)

Dual Currency Bond

Dual Listing

Due Diligence (DD)

Due Diligence Condition

Due Diligence Defense

Due Diligence Request List (DDRL)

Due Diligence Session

Due-Bill

Dutch Auction

E

Earnings Release

EBIT

EBITDA

EBITDA to Fixed Charges Ratio

EDGAR

EDGARize

EEA

EEA Exchange Regulated Market

EEA Regulated Market

Effective Subordination

Emerging Growth Company (EGC)

Employee Retirement Income Security Act (ERISA)

Equity Commitment Letter

EU Corporate Sustainability Reporting Directive (CSRD)

EU MAR

EU Market Abuse Regulation (EU MAR)

EU Member State

EU Prospectus Regulation

EURIBOR

Euro Interbank Offer Rate

Euro Medium-Term Note Program (EMTN Program)

European Economic Area (EEA)

European Sustainability Reporting Standards (ESRS)

European Union (EU)

European Union Blocking Statute

Exchange Regulated Market

Exchangeable Notes

Exchange-Traded Fund (ETF)

Exxon Capital Exchange Offer

F

Facility Agent

Facility Agreement

Fair Market Value

Fair Value Accounting

Financial Accounting Standards Board (FASB)

Financial Conduct Authority (FCA)

Financial Covenant

Financial Industry Regulatory Authority (FINRA)

Financial Reports

Financial Services Authority (FSA)

Financial Statement(s)

Financing Statement

FINRA

Firm Commitment Offering

Firm Commitment Underwriting

Fiscal Agent

Fiscal Year

Fitch

Fixed Charge Coverage Ratio

Fixed Charges

Fixed Price Deal

Fixed Rate

Fixed-Income Security

Fixing America’s Surface Transportation Act (FAST Act)

Foreign Account Tax Compliance Act (FATCA)

Foreign Corrupt Practices Act (FCPA)

Foreign Extortion Prevention Act (FEPA)

Foreign Private Issuer

Foreign Private Issuer Guide

Form F-1 Registration Statement

Form F-3 Registration Statement

Form F-4

Form S-1 Registration Statement

Form S-3 Registration Statement

Form S-4 Registration Statement

Form S-8 Registration Statement

Form T-1

Forms 3, 4, 5

Forum for US Securities Lawyers in London (the “Forum”)

Forward Contract

Forward-Looking Statements

FPI

Free Float

Free Stock

Freedom of Information Act (FOIA)

Free-Riding

Free-Writing Prospectus

FSA

FTSE 100

Fully Paid and Non-Assessable

Funds Flow Memorandum

I

Immobilized Securities

Inadvertent Investment Company

Income Statement

Incorporated by Reference

Incurrence Covenants

Indebtedness Covenant

Information Memorandum

Institutional Accredited Investor

Institutional Investor

Integrated Disclosure System

Integration

Intention to Float (ITF)

Intercreditor Agreement

Interest Coverage Ratio

Interest Payment Date

Internal Downstreaming

Internal Revenue Service

International Accounting Standards Board (IASB)

International Accounting Standards Committee

International Capital Market Association (ICMA)

International Counsel

International Financial Reporting Standards (IFRS)

International Organization of Securities Commissions (IOSCO)

International Securities Depository (iCSD)

International Swaps and Derivatives Association (ISDA)

In-the-Money

Investment Advisers Act

Investment Company Act

Investment Company Act Opinion

Investment Company/Investment Companies

Investment Decision

Investment Grade

Investment-Grade Bonds

Investor Representation Letter

ISDA Master Agreement

Issuer Letter of Representations (ILOR)

Issuer’s Counsel

Item 10

ITF

J

JOBS Act

Junior Debt

Junk Bond

K

Kick-Off Meeting

Know Your Client (KYC)

M

MAC

Mailing Agent

Main Market (United Kingdom)

Maintenance Covenant

Make Whole

Management Buy-Out

Management Due Diligence Session

Management Representation Letter

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

Market Abuse Regulation

Market Capitalization

Market Flex

Market MAC (Market Material Adverse Change)

Market Maker

Markets in Financial Instruments Directive (MiFID)

Mark-to-Market Accounting

MAS

Master Agreement Among Underwriters

Material

Material Adverse Change (MAC)

Material Non-Public Information (MPNI)

Minimum Requirement for Own Funds and Eligible Liabilities (MREL)

Modeling

Modified Dutch Auction

Monetary Authority of Singapore (MAS)

Money Market

Moody’s

Morgan Stanley Letter

Morrison v. National Australia Bank

Most Favored Customer Provisions

Most Favored Nation Pricing

N

Naked Short Selling

Named Executive Officers (NEOs)

NASD

NASDAQ

NASDAQ Capital Market

NASDAQ Global Market

NASDAQ Global Select Market

NASDAQ NM

National Association of Securities Dealers, Inc. (NASD)

Nationally Recognized Statistical Rating Organizations (NRSROs)

Negative Assurance

Negative Assurance Letter

Negative Covenant

Negative Pledge

Negotiable Instrument

Net Present Value (or NPV)

Net Share Settlement

Net Working Capital

New Security Doctrine

No Registration Opinion

No-Action Letter

NOMAD

NOMAD Agreement

Nominated Adviser (NOMAD)

Non-Accelerated Filer

Non-Compete Agreement

Non-Deal Roadshow

Non-Disclosure Agreement (NDA)

Non-Executive Director

Non-Investment-Grade Bonds

Non-Solicitation Agreement

P

P&L Statement

Panel on Takeovers and Mergers (Takeover Panel)

Par

Pari Passu

Passive Foreign Investment Company (PFIC)

Payment-in-Kind (PIK)

Piggyback Registration Rights

Post-Effective Amendment

Post-Effective Period

PPM

Pre-Closing

Pre-Emption Rights

Preferred Stock (or Preferred Shares)

Pre-Filing Period

Preliminary Prospectus

Premium Listing

Prepayment Premium

Price Range

Price Sensitive Information

Private Investment in Public Equity (PIPE)

Private Offering

Private Placement

Private Placement Memorandum

Pro Forma Financial Statements

Pro Supp

Process Agent

Profit and Loss Statement

Prospectus

Prospectus Regulation

Prospectus Regulation Rules

Prospectus Supplement

Public Company Accounting Oversight Board (PCAOB)

Public Float

Public Offering

Public Offering System

Public Offers and Admissions to Trading Regulations 2024 (POAT Regulations)

Publicity Guidelines

Publicity Restrictions

Q

QIB

QIU

Qualified Independent Underwriter (QIU)

Qualified Institutional Buyer (QIB)

Qualified Purchaser (QP)

Quarterly

Quarterly Reports

Quiet Period

R

Registration Rights Agreement

Registration Statement

Regulation S Offering

Regulation S-K

Regulation S-X

Regulatory News Service (RNS)

Related-Party Transactions

Reset Date for Bond Securities

Restricted Securities

Restricted Subsidiary

Rule 10b5-1 Trading Plan

S

S-3 Eligible

SAF

Safe Harbor

Safe Harbor Statement

Sarbanes-Oxley Act (SOX)

SAS 100

SAS 72

SAS 72 Auditor Representation Letter

SAS 76

Say on Frequency

Say on Golden Parachutes

SEC Climate Disclosure

Section 12 of the Exchange Act

Section 12 of the Securities Act

Section 4(a)(1) (formerly Section 4(1))

Section 4(a)(1-1/2)

Section 4(a)(2) (formerly Section 4(2))

Securities Admission Form

Securities and Exchange Commission (SEC)

Securities Exchange Act

Securities Industry and Financial Markets Association (SIFMA)

Securities Offering Reform

Senior Secured Credit Facilities

Senior Subordinated Notes

Share Purchase Agreement (SPAs)

Shares (or Stock)

Sharia (or Shari’a)

Shelf Registration

Shelf Registration Statement

Significant Transaction

Singapore Code of Corporate Governance

Singapore Exchange Limited (SGX)

Singapore Exchange Securities Trading Limited (SGX-ST)

Singapore Financial Reporting Standards (SFRS)

Singapore Interbank Offer Rate (SIBOR)

SLAP

SLB

Small and Medium Enterprises (SMEs)

Smaller Reporting Company

Special Purpose Acquisition Company (SPAC)

Special Purpose Vehicle (SPV)

Specially Designated National and Blocked Persons List (SDN List)

Staff Accounting Bulletin

Standard & Poor’s (S&P)

Standard Listing

Standby Letter of Credit

Standstill Agreement

Statutory Underwriting Liability

Sticker

Stock

Stock Exchange Daily Official List (SEDOL)

Stock Exchange of Hong Kong Limited (SEHK)

Stock Options

Stock Purchase Agreement (SPAs)

Stock Split

Stock-For-Stock Transaction

Straits Times Index

Strike Price

Structural Subordination

Subordination Agreement

Subrogation

Subscription Agreement

Substantial US Market Interest (SUSMI)

Sukuk (singular Sakk)

Supplemental Listing Application

Supplementary Prospectus

Syndicated Investment

Syndication

Syndication Agent

V

X

XBRL

Y

Yield

Z

Zero Coupon Bond

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International Capital Markets Glossary

A must-have reference for every lawyer, client, and market participant. Created in partnership with the Forum for US Securities Lawyers in London.

Terms by purpose

Buy-Side

Due Diligence

Financing

Fundraising

General/Cross-Purpose

IPOs

Mergers & Acquisitions

Restructuring