Key takeaways

• The conditional bond redemption feature that we introduced to the market can save a company from significant economic risk.
• An understanding between a company and the financing arranger about the agreement’s meaning will not necessarily prevail, if it has not been communicated to investors.
• Under New York law, if a court finds contract language unambiguous, it will ignore external evidence of the parties' intent, however clear. A court may find wording unambiguous even if its meaning is disputed and subject to multiple interpretations.
• The description of material terms in a bond disclosure document should be drafted and negotiated with a similar level of care as the indenture that governs the bonds.
• Borrowers, arrangers and their counsel should take special care to make the terms of financing agreements clear. Overlooking a few words can make hundreds of millions of dollars' worth of difference.