WHAT IS AN INDEPENDENT EXPERT?
Some transactions require the appointment of an expert and independent third party to perform specified calculations, settle disagreements or modify the documentation following an unforeseen event.
This role may be set out in the terms and conditions of the instrument (expert, independent expert, independent (financial) advisor, etc.), or simply be there to support management or the board in a decision it is required to take.
Where set out in the terms and conditions of the instrument, the expert’s opinion is normally binding on all concerned parties.
Recent Transactions
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Fixed Rate Bonds
€300 Million
Determination Agent – Make-Whole Call
Asset Backed Notes
£190 Million
Financial Advisor – Make-Whole Call
Perpetual Subordinated Notes
US$400 Million
Independent Advisor – LIBOR Transition
Inflation-Linked Bonds
NIS150 Million
Financial Advisor – Make-Whole Call
Floating Rate Notes
US$132 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$300 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$20 Million
Independent Advisor – LIBOR Transition
Reset Notes
£20 Million
Financial Advisor
Fixed Rate Bonds
£300 Million
Determination Agent – Make-Whole Call
Convertible Bond
A$250 Million
Independent Advisor
Floating Rate Notes
US$450 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$500 Million
Independent Advisor – LIBOR Transition
Asset Backed Notes
£535 Million
Financial Advisor – Make-Whole Call
Convertible Bond
A$50 Million
Independent Advisor
Perpetual Subordinated Notes
£400 Million
Independent Advisor – LIBOR Transition
Fixed Rate Bonds
£30 Million
Financial Advisor – Make-Whole Call
Additional Tier 1 Securities
US$100 Million
Independent Advisor
Floating Rate Notes
US$20 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$15 Million
Independent Advisor – LIBOR Transition
Foreign exchange hedging
US$14 Million
Independent Advisor – LIBOR Transition
Convertible Bond
€250 Million
Independent Advisor
Convertible Bond
A$50 Million
Independent Advisor
Asset Backed Notes
£535 Million
Financial Advisor – Make-Whole Call
Floating Rate Notes
US$400 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$500 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$1 Billion
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$700 Million
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
S$
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
S$
Independent Advisor – LIBOR Transition
Reset Notes
US$
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
US$
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
US$
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
US$
Independent Advisor – LIBOR Transition
Reset Notes
JPY
Independent Advisor – LIBOR Transition
Reset Notes
JPY
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$500 Million
Independent Advisor – LIBOR Transition
Reset Notes
£250 Million
Financial Advisor
Floating Rate Notes
US$20 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$20 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$20 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$100 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$115 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$20 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$250 Million
Independent Advisor – LIBOR Transition
Fixed Rate Bonds
£215 Million
Financial Advisor – Make-Whole Call
Fixed Rate Bonds
€2.2 Billion
Financial Advisor – Make-Whole Call
Reset Notes
£30 Million
Financial Advisor
Asset Backed Notes
£535 Million
Financial Advisor – Make-Whole Call
Asset Backed Notes
£535 Million
Financial Advisor – Make-Whole Call
Inflation-Linked Bonds
£40 Million
Independent Advisor – Make-Whole Call
Fixed Rate Bonds
£350 Million
Independent Advisor – Make-Whole Call
Green Bond
PHP1 Billion
Offers Calculation Agent
Green Bond
INR2.5 Billion
Offers Calculation Agent
Fixed Rate Bonds
US$500 Million
Financial Advisor – Make-Whole Call
Non-Dilutive Mandatory Convertible
£1.72 Billion
Independent Advisor
Fixed Rate Bonds
£245 Million
Financial Advisor – Make-Whole Call
Fixed Rate Bonds
£150 Million
Financial Advisor – Make-Whole Call
Additional Tier 1 Securities
CHF275 Million
Independent Advisor – LIBOR Transition
Fixed Rate Bonds
US$500 Million
Determination Agent – Make-Whole Call
Fixed Rate Bonds
€250 Million
Calculation Agent – Make-Whole Call
Fixed Rate Bonds
£350 Million
Independent Advisor – Make-Whole Call
Floating Rate Notes
US$300 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$22 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$220 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$370 Million
Independent Advisor – LIBOR Transition
Floating Rate Notes
US$13 Million
Independent Advisor – LIBOR Transition
Perpetual Convertible Bonds
US$150 Million
Independent Advisor
Additional Tier 1 Securities
€1.25 Billion
Independent Financial Advisor
Exchangeable Bond
£53 Million
Independent Advisor
Exchangeable Bond
€500 Million
Independent Expert
Exchangeable Bond
€500 Million
Independent Expert
Convertible Bond
US$107 Million
Independent Advisor
Employee Compensation Plans
LTIP Performance Testing (Ongoing)
Independent Financial Advisor
Fixed Rate Bonds
£90 Million
Independent Financial Advisor – Make-Whole Call
Non-Dilutive Exchangeable Bond
€200 Million
Independent Advisor
Convertible Bond
€200 Million
Independent Financial Advisor
Non-Dilutive Exchangeable Bond
€200 Million
Independent Advisor
Mandatory Exchangeable
€750 Million
Independent Advisor
Convertible Bond
€800 Million
Independent Expert
Fixed Rate Bonds
€250 Million
Financial Advisor – Make-Whole Call
Convertible Bond
€250 Million
Independent Financial Advisor
Fixed Rate Bonds
€250 Million
Financial Advisor – Make-Whole Call
Convertible Bond
SEK1.6 Billion
Independent Advisor
Mandatory Convertible
€1.5 Billion
Independent Advisor
Mandatory Exchangeable
€750 Million
Independent Advisor
Convertible Bond
€100 Million
Independent Advisor
Employee Compensation Plans
£607 Million
Financial Advisor
Convertible Bond
€250 Million
Independent Financial Advisor
Options
€48 Million
Valuation Advisor
Mandatory Convertible
€1.3 Billion
Financial Advisor
Fixed Rate Bonds
£235 Million
Financial Advisor – Make-Whole Call
Mandatory Exchangeable
€594 Million
Independent Advisor
Exchangeable Bond
€200 Million
Independent Advisor
Exchangeable Bond
€150 Million
Independent Financial Advisor
Exchangeable Bond
€1.0 Billion
Independent Financial Advisor
Exchangeable Bond
€1.25 Billion
Independent Financial Advisor
Fairness opinion support
Undisclosed
Financial Advisor
Convertible Bond
€173.3 Million
Independent Financial Advisor
Convertible Bond
€190.8 Million
Independent Financial Advisor
Convertible Bond
€339 Million
Independent Financial Advisor
Collar with financing
US$445 Million
Independent Financial Advisor
Convertible Bond
£400 Million
Independent Financial Advisor – Standby
Convertible Bond
€450 Million
Independent Financial Advisor
Convertible Bond
Undisclosed
Independent Financial Advisor
Collar with financing
US$575 Million
Independent Advisor
Convertible Bond
£90 Million
Independent Financial Advisor
Convertible Bond
€200 Million
Independent Financial Advisor
Convertible Bond
€450 Million
Independent Financial Advisor
Convertible Bond
SEK1.6 Billion
Independent Financial Advisor
Interest Rate Hedging
US$300 Million
Independent Financial Advisor
Foreign exchange hedging
Size Undisclosed
Independent Financial Advisor
Undisclosed Instrument
Size Undisclosed
Expert Report
Convertible Bond
€140 Million
Independent Financial Advisor
Convertible Bond
Size Undisclosed
Expert witness
THE ROLE OF AN INDEPENDENT EXPERT
The terms and conditions of certain financial instruments (including most convertible/exchangeable bonds) include reference to a third party to be appointed in future to make certain determinations. Alternatively, such third party is appointed to support management or the board in a decision it is required to take, or to clarify some uncertainty (or settle a dispute). This might be referred to as an “Independent Advisor”, “Independent Expert”, “Independent Financial Advisor”, “Independent Investment Bank”, or several other names.
The need for an independent expert typically arises in the event of a calculation or other determination which is not set out formulaically in the terms and conditions of the instrument (including any complex determination which might have been seen as unlikely from the start, and as such no party was hired in advance to perform it), or in the event of multiple events triggering an adjustment to the conversion/exchange price occurring simultaneously, or more generally in the event of uncertainty (or a dispute) as to how a calculation should be performed.
Our extensive experience and knowledge of transaction documentation and market practice allows us to consider the formulaic provisions, but also to put them into a market context (including any applicable precedents) to assist in clarifying the original intent to arrive at a fair solution.
Examples include:
- equity-linked transactions as a result of complex or overlapping corporate actions
- callable bonds where the redemption price is determined based on a make-whole formula to be calculated by a party to be appointed later
ConvEx is a market leader in providing independent expert services on convertible/exchangeable bonds, and callable bonds.