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The aim of this Practice Note is to provide information and practical guidance on English law subscription agreements to lawyers advising first time issuers of debt securities.

This Practice Note focuses on first time issuers because debt capital markets documentation for subsequent issues tends to follow very closely the documentation which the issuer used for its first issue—the documentation stage of the first issue is therefore the time when an issuer and its advisers have an opportunity to consider the documentation in depth and (within the constraints imposed by accepted debt capital markets practice) to influence the form of the documentation.

This Practice Note assumes that first time issuers are not likely to be the major corporates, financial institutions, multilateral agencies (like the World Bank) or sovereigns which traditionally raise funds in the international investment-grade public debt capital markets, but rather issuers which may be active in particular sectors of the debt capital markets when market conditions are favourable or funding from other sources (such as bank lending) is