European Commission: Study on EU markets for private placements

16 February 2018

The study shows that private placement of debt instruments with institutional investors could play a greater role in financing medium-sized companies in the future and highlights a considerable growth potential for private placements in the EU due to new domestic markets and increased cross-border activities.

From an economic perspective, private placement of debt has considerable potential as it complements traditional funding instruments and offers specific advantages to the different stakeholders, namely issuers, investors and arrangers. Most notably, private placements allow medium-sized firms to access new funding opportunities and diversify their investor portfolio, and investors to diversify their investment portfolio to unrated, private firms while earning an attractive return. More generally, private placements are just one more important pillar of funding in the debt portfolio of an issuer.

In addition, the growth of alternative funding and investment instruments supports the European Commission’s goal to reduce reliance on bank funding and thereby increase financial stability.

This study demonstrates that the two existing domestic markets in the EU, the German SSD and the French Euro-PP market, are generally well functioning and are expected to grow further. Moreover, no significant regulatory obstacles that prevent further growth of private placements in the EU have been identified. Market participants and industry experts do not see an immediate need for regulatory or legislative actions.

Notwithstanding, the study demonstrates that legislative action at a national level can facilitate the development of private placement markets, as has been the case in France and Italy for example. In addition to the promotion of best practices from existing markets, the following actions are proposed:

• First, information campaigns should be launched to increase the awareness of private placements among potential issuers and also investors and support further market participation across the EU.
• Second, the EU should facilitate communication between institutions of different Member States to ensure the exchange of experience and best practices.
• Third, further promotion of standardisation should be encouraged by the EU and Member States. In particular, the use of standardised documentation should be promoted and the further development of standardised processes should be supported.
• Fourth, the EU should consider the course of action in the US market and evaluate cost and benefits from providing an independent, cost efficient third-party opinion on the credit quality of private placement issuers.
• Fifth, the EU should seek to clarify the application of the EU regulatory framework to European private placements and encourage efforts at a national level to adjust the application of the regulatory framework to private placements by further relaxing overly restrictive laws and creating private placement specific provisions aimed at facilitating the issuance of, and investment in, private placement instruments.

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