Guidelines for EPP League Table Submission

Full credit is given to the lead agent; equal credit to co-lead agents; no credit to co-agents, unless explicitly expressed by the Issuer in an engagement letter. No credit is given to advisors. Self-placed deals will not be given credit. Underwritten deals may be counted, based on other characteristics of the transaction, such as: a small institutional investor group; negotiated terms; and standalone documentation.

Deals done in either Loan format or Note format will be accepted.

Institutional term loans may be submitted for League Table credit.
  - Fixed rate and floating rate to be included.
  - Institutional investors only. No deals with banks as investors will count for EPP LT credit.
  - Listed MTNs may not be included.
  - Institutional term loans will be considered on a case-by-case basis.

Project finance deals may count, depending on the details of the placement and the offering. Project financings which involve a government must be done on a credit-basis and be a stand-alone financing.

All deals must have a maturity of at least 3-years.

The investors must be institutional investors, or funds representing less than 100 investors. The total number of investors should be less than 35.

The denomination of the bonds purchased must be larger than retail size. Anything less than 100K denomination may not count, depending on the circumstances.

Credit will be given to transactions which were circled/priced during the calendar year, or period of the LT, regardless of the funding date. Untapped shelf facilities will not be counted until they are drawn down and priced.

Documentation should have reference to the reason why the new-issue does not qualify as a "public offering" and should be considered a private placement. The Purchase Agreement must be shown to a “limited” number of institutional investors.

The transaction may be structured under the law of an EU member country.

If the transaction is listed on an Exchange, considering current regulatory and accepted practices, the deal may count for League Table credit, based on other characteristics of the transaction.

Deals may not be issued, or guaranteed, by national, state or local authorities/governments.

Deals placed with cross-border institutional investors in Europe will be given credit. No credit will be given to deals placed within the USPP market or claim a 4(2) exemption. If a deal is done both with US and European investors it may count for EPP credit, or USPP credit, but not both. No deal will be split between USPP and EPP markets for credit which is based on the location of the investors. No credit will be given for deals which are submitted for league table consideration in other markets.

EMTN documentation will not be accepted.

Confidential deals may be marked as such, and will be treated as such during the LT process. However, if the issuer name and basic deal terms cannot be provided to the PPM, no credit will be given. All deals not marked as confidential may be shown to other agents for challenge purposes. All deals marked as confidential which appear in company filings, annual reports, or other public sources will not be classified as confidential. For LT purposes it is recommended that the Issuer agree in the Engagement Letter to allow a simple disclosure of basic deal details for LT credit.

Credit will be given after the deal is vetted during the Challenge Period.

Deals not submitted but known to the Private Placement Monitor will be included in the LT and sent out for challenge. If an agent is not known on a transaction, and it passes the challenge process without an agent claiming credit, the deal will be counted as a direct placement.

The EPP LT Process

1. Submission Period - Agents are free to submit a list of the European Private Placements in which they were involved during the last calendar year, or period.

2. Challenge Period - Any deals not printed in the Private Placement Monitor will be automatically challenged. Afterwards, a spreadsheet with all submissions (and deals not submitted but known to the PPM) will be sent to each participating bank. Only participating banks will have the opportunity to challenge transactions. A reason must be provided for each challenge. The PPM will reach out to the agents involved in those transactions that have received legitimate challenges, and may ask for additional information. All documents, excerpts of documents, and correspondence submitted to defend a challenge will be treated as confidential.

3. Last Look – After the Challenge Period, a revised list of all deals that have passed the challenges will be sent to participating banks before the League Tables are printed. Agents will also get a preview of the final rankings before the tables are published in the PPM, on its website, or other venues.

Guidelines for EPP League Table Submission

The EPP LT Process

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