Guidelines for USPP League Table Submission:
Include all traditional 4(2) placements; 144a’s without registration rights, which were sold on a non-public style basis to 4(2) accounts; sale-leasebacks (including CTLs); and loans, structured and project deals which were sold to private placement buyers. Deals submitted will be evaluated on various criteria outlined below, and if determined to be admissible, they could be given League Table credit. However, deals which we determine do not meet all League Table criteria may still be included in market volume numbers only.
- If a deal did not appear in the Private Placement Monitor newsletter, it is automatically subject to review by the PPM. In order to receive credit, you must submit the lead investor and requested documentation (NPA, engagement letter, circle letter, etc).
- Full credit is given to the lead agent, equal credit to co-lead agents, and no credit to co-agents, unless otherwise noted in the documentation. We retain the option to allow, or not allow, LT credit to agents based on our evaluation and consideration.
- All deals must have a maturity of at least 1-year.
- Self-placed deals will not be given credit.
- We use the circle date, not the closing or funding date.
- For USPP transactions, at least one US-based investor must be approached in the marketing phase of the deal, and the documents must claim exemption from registration as a US private placement. The deal may use non-US law and non-US dollars, as long as proper US exemption is claimed and a US institutional private placement investor was approached, or is involved in the transaction.
- Any deals with registration rights will be considered a public deal and should not be submitted.
- Mezzanine deals and below-investment-grade transactions which were sold to the traditional private placement buyers are eligible for consideration.
- Confidential deals may be submitted for League Table credit, and must be marked as such. However, if we are not provided the issuer name and deal details and documents, no LT credit will be given. All confidential deals may be shown to other agents, on request, for challenge. All deals marked as confidential which appear in company filings, annual reports, or other documents, or are submitted to other League Tables for consideration, will not be classified as confidential. Certain confidential deals which are not submitted for League Table credit may be used for volume studies.
- Each deal must be submitted for only one League Table category (e.g. a USPP or a loan, but not both). But, a USPP may be counted more than once in sub categories (overall USPP, Cross-Border USPP, Country of Origin USPP, etc).
- If a 4(2) private merely contains 144a boilerplate language it may still count for traditional private placement League Table credit, based on other characteristics of the deal.
- If a 144a deal without registration rights was done in a "non-public style", mainly with traditional USPP buyers, it may count for overall PP volume without League Table credit given, based on the deal's details. It is harder for a 144a deal without reg rights to receive League Table credit, but it has been done.
- Under strict examination of supporting documentation, and based on the results of our Challenge Period, we may consider giving League Table credit for Loans, Esoteric ABS, Private Direct Lending, and other like financings, which were sold to private placement investors.
The League Table Process:
1. Submission Period - Agents are free to submit a list of the Private Placements in which they were involved during the last calendar year or period. We encourage participating agents to submit their lists using the PPM DataField template format, and to submit supporting documentation at this time, especially for transactions which did not appear in the PPM newsletters.
2. Challenge Period - Any deals not printed in the Private Placement Monitor will be automatically subject to review by the PPM. If it has not already been provided, we will ask for the lead investor and supporting documentation (NPA, engagement letter, circle letter, etc).
Afterwards, a spreadsheet with all submissions, and deals not submitted but known to the PPM, will be sent to each participating agent. That spreadsheet will indicate which transactions have already been confirmed via adequate documentation. Only participating agents 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, an updated list of all deals will be sent to participating agents 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 in other venues.
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