The BOOK of JARGON ® US Corporate & Bank

The Latham & Watkins Glossary of US Corporate and Bank Finance Slang and Terminology

Second Edition

1 Latham & Watkins operates as a limited liability partnership worldwide with affiliated limited liability partnerships conducting the practice in France, Hong Kong, Italy, Singapore, and the United Kingdom and as an affiliated partnership conducting the practice in Japan. Latham & Watkins operates in Seoul as a Foreign Legal Consultant Office. Latham & Watkins works in cooperation with the Law Office of Salman M. Al-Sudairi in the Kingdom of Saudi Arabia. © Copyright 2018 Latham & Watkins. All Rights Reserved.

2 With this publication, we aim to the new and not-so-new members of the finance community in talking the talk of corporate and bank finance. This community is constantly adapting to the shifting economic climate, and this Second Edition is intended to keep you in the know on both new slang and timeless corporate and bank finance terminology. In this book, you will find the to the code of Wall Street’s A-Z jargon. While this publication is prepared on the basis of US law and practice, we believe it may be of to professionals in other financial centers of the world.

Latham & Watkins publishes a series of practice area-specific glossaries which are available at www.lw.com or can be downloaded on iTunes or Google Play.

The definitions contained herein are designed to provide an introduction to the applicable terms. The terms included herein raise complex legal issues on which specific legal advice will be required. The terms are also subject to change as applicable laws and customary practice evolve. As a general matter, The Book of Jargon is drafted from a US practice perspective.

The information contained herein should not be construed as legal advice.

1 ’33 Act: another name for the Securities Act. ’34 Act: another name for the Exchange Act. ’40 Act: another name for the Investment Company Act. “A” Loan: another name for a Tranche A Term Loan. “B” Loan: another name for a Tranche B Term Loan. 10b-5 Letter: another name for a Negative Assurance Letter. 10b-5 Rep: another name for a Rule 10b-5 Representation. 135 Day Rule: under SAS 72, auditors generally will only provide comfort on Financial Statements that are less than 135 days old. A Comfort Letter may be issued after this time, but the cut-off date for the auditors’ procedures (which include Negative Assurance) is generally within 134 days from the date of the latest reviewed Financial Statements. Note that comfort periods generally, but not always, coincide with Staleness dates. See Latham & Watkins Desktop Staleness Calendar, available at www.lw.com. 135(c) Release: press release announcing the commencement of a private offering by a public company in reliance on the safe harbor provided by Rule 135(c). Rule 135(c) provides that a company subject to the reporting requirements of the Exchange Act (and certain non- reporting Foreign Private Issuers) will not be deemed to make an offer of Securities under Section 5(c) if it issues a notice of a proposed or completed unregistered offering. 144A for Life Offering: a Rule 144A Financing that does not provide Registration Rights for the buyers of the Securities. Accordingly, the Issuer in a 144A for Life Offering is not required to become a Reporting Company under the Exchange Act. 144A Offering: another name for a Rule 144A Financing. 3(a)(9): an offer to exchange new debt or Equity Securities for an Issuer’s outstanding debt or Equity Securities, which offer is exempt from registration requirements pursuant to Section 3(a)(9) of the Securities Act. 3(a)(9) provides an exemption for “any exchanged by the issuer with its existing security h