Clifford Chance

On 27 July 2021, the FCA published its eagerly anticipated changes to the Listing Rules for SPACs following recommendations from Lord Hill in his UK Listing Review report published on 3 March 2021. In so doing, these rules seek to strike a balance between promoting London as a competitive venue for European SPAC listings whilst maintaining strong investor protections. These new rules comprise a set of conditions that a SPAC must satisfy in order to avoid having its listing suspended on anno /content/cliffordchance/briefings/2021/08/fca-publishes-its-final-rules-for-spacs uncement of a business combination or upon a leak. The new rules come into effect from 10 August 2021.

In the face of imminent LIBOR cessation, regulators and market participants continue to grapple with tough legacy instruments linked to LIBOR. We saw developments in the US this Spring for certain New York law governed bonds. In April, New York Governor Cuomo signed into law Senate Bill 297B/Assembly Bill 164B to mitigate risks and provide continuity for certain financial products at the time that U.S. dollar LIBOR is no longer published or is determined to not be representative. The legislation addresses the position of financial instruments that do not have effective language to accommodate the transition away from U.S. dollar LIBOR. Corporates with outstanding U.S. dollar floating rate notes will be keen to understand if the new legislation applies to their debt securities.

The European Commission has published a proposal for a Corporate Sustainability Reporting Directive (CSRD) as part of a package of measures aiming to direct capital flows towards sustainable activities. Many organisations are already required to carry out non-financial reporting under the Non-Financial Reporting Directive (NFRD). However, current requirements lack detail so levels and standards of reporting vary enormously. As well as making it difficult for organisations to determine what information to report, it makes it almost impossible for investors and stakeholders to compare performance between different organisations. The proposed amendments under the CSRD aim to address these concerns.

Expansion of the ECB's Corporate Sector Purchase Programme (CSPP) – to include corporate commercial paper – and the launch of the Pandemic Emergency Purchase Programme (PEPP) has focused the attention of corporate issuers keen to optimise the pricing and take-up of new bond issues on the ECB's criteria for eligible collateral. Our table illustrates key criteria to consider when assessing the potential eligibility of corporate bonds and commercial paper as ECB collateral, or under the CSPP or PEPP.

Heading into the COVID-19 crisis, demand from overseas investors for "trophy" real estate assets in the UK translated into significant sale and lease-back opportunities as businesses looked to alternative sources of finance. With liquidity becoming paramount in the face of the economic fallout from COVID-19, we are seeing a steady increase in companies looking at sale and lease-back transactions as a possible way to unlock cash that is tied up within their real estate, which can then be used to invest in their businesses, to discharge existing debt or to pursue alternative investments. Sale and lease-back deals may also offer tax advantages to the seller and strengthen its balance sheet, as this briefing explains.

On 9 June 2020, the International Capital Market Association (ICMA) published the Sustainability-Linked Bond Principles (the Principles), a set of voluntary guidelines aimed at fostering the development of a sustainability-linked bond (SLB) market. SLBs are "any type of bond instrument for which the financial and/or structural characteristics can vary depending on whether the issuer achieves predefined sustainability / ESG objectives".

We take a look at the basics of the Principles and how they might be used. In addition, we discuss some of the points corporate issuers should consider when bringing this product to market.