INTERNATIONAL HIGH YIELD - DLA Piper
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INTERNATIONAL HIGH YIELD
OUR INTERNATIONAL
HIGH YIELD INITIATIVE
DLA Piper ‘has its finger on the pulse of what clients want’
Debt Capital Markets – Legal 500 2014
UNMATCHED GLOBAL COVERAGE We help clients plan for refinancings, restructurings, dividend
recapitalisations and multi-track exits for private equity
As one of the largest law firms in the world, we can execute
portfolio companies.
high yield financings wherever they arise. DLA Piper lawyers
have relevant experience providing high yield advice on every We also recognise that operating a business in compliance
permanently inhabited continent*. with high yield covenants is a new experience for first time
issuers, so we provide on-going analysis of corporate actions
DLA Piper’s International High Yield Initiative is integrated
and myriad interpretive questions throughout the life of
across all our practice groups and offices, with seasoned high
the bond, giving management peace of mind that they can
yield practitioners working with local teams to ensure the
execute their business according to plan.
deal is being executed according to market standards.
If for any reason a leveraged finance structure needs to
Driven by lawyers with significant high yield transactional
be revisited, we have direct experience acting for issuers
experience, our International High Yield Initiative reaches
and managers in all types of liability management, including
beyond the expected London, New York and Hong Kong
exchange offers, tender offers, consent solicitations and
market coverage to ensure that current market trends and
bondholder meetings.
best practices are shared in every major financial center
worldwide. OUR LISTINGS EXPERTISE
Our unmatched size and geographic footprint includes offices We have completed listings on all major exchanges around
across the entirety of the United States, which we consider a the world, including all popular high yield listing venues,
necessary foundation to a truly global high yield practice. such as Luxembourg’s Euro MTF, Ireland’s GEM, Singapore’s
SGX-ST, and the NYSE.
SUPPORTING OUR CLIENTS THROUGH
ALL STAGES COVERAGE OF ALL SECTORS
Our up-to-date knowledge of the high yield markets enables Our high yield lawyers have advised on high yield transactions
us to offer comprehensive support to our clients at all stages in virtually every industry sector in which high yield has
of high yield/leveraged finance transactions, starting with been used for funding, from Agro-Industrial Production to
early pre-term-sheet planning, through negotiation of terms, Ultra Deepwater Drilling; from Specialty Paper to Fisheries.
drafting of appropriate disclosure, establishment of security,
closing, listing and beyond transaction completion.
PRACTICE GROWTH
■■ “DLA Piper’s ‘broad, deep and responsive team has growing credibility and quality in London’,
and has a solid reputation as issuer’s counsel High Yield” – Legal 500 2014
■■ Significant investment in global high yield capacity at the partner and counsel level,
contributing deep and relevant experience in the ever-evolving European high yield market
■■ Growth in London team complements the already well-established global high yield practice
■■ Offering practical high yield covenant, structuring and planning advice to corporate and
PE clients
■■ New clients – Vodafone and Abengoa – demonstrate existing capacity in European high
yield advice, structuring and deal execution
* When Antarctic high yield needs to be done, we’ll be there too.
02 | International High Yield
ACQUISITION FINANCE CASE STUDY
We regularly advise senior lenders, mezzanine lenders, equity
investors, investment funds and corporates on all aspects of
syndicated and bilateral debt financing. In the context of public
and private company acquisitions, refinancings, management
buy-outs and buy-ins and other institutional buy-outs. ■■ Complex, dual-currency issuance
With entrenched relationships with UK banks including Barclays ■■ First issuance of high yield
and RBS, DLA Piper is justifiably recognised as ‘a major player in “green bonds” in Europe
the mid-market’ – Legal 500 2014. ■■ Jointly run by our Madrid and
London offices
INTEGRATION ACROSS DIVERSE
PRACTICE AREAS ■■ DLA Piper lawyers provided
High yield offerings can be incredibly complex transactions. New York, US federal, Spanish,
DLA Piper is able to cover more types of legal issues in English and Netherlands law advice
more places than most firms. When structuring high yield
transactions and vetting complex disclosure, DLA Piper’s
high yield teams are often able to draw upon the expertise In September 2014, DLA Piper advised Abengoa Greenfield
of in-firm practitioners in practice areas that might otherwise S.A, a subsidiary of Abengoa, on the issuance of the European
require separate counsel, such as: high yield market’s first green bonds. The deal comprised euro
■■ Antitrust and dollar-denominated five-year tranches of €265 million and
US$300 million respectively.
■■ Employment
■■ Environmental The green bond and related guarantees were offered to
traditional high yield investors as well as dedicated socially
■■ Financial regulatory responsible investments buyers with a specific mandate or
■■ Intellectual property portfolio for buying green bonds. The net proceeds will be
used to finance eligible green projects that meet certain
■■ International trade environmental, social and governance criteria set by Abengoa
■■ Litigation and Vigeo, the leading European expert in the assessment of
companies and organisations with regard to their practices and
■■ Local and international tax
performance on environmental, social and governance issues.
■■ Regulatory and government affairs
Abengoa is an engineering and clean technology company with
■■ Restructuring
operations in more than 50 countries worldwide that provides
■■ Technology and media innovative solutions for a diverse range of customers in the
energy and environmental sectors.
The effective combination of practice skills and geographic
reach is essential in an increasingly complex and global
economic environment. Our ability to deliver an efficient
integrated service allows us to offer quick and high quality
solutions with significant savings for clients in terms of
administration, management time and bureaucracy.
www.dlapiper.com | 03
REPRESENTATIVE HIGH YIELD
TRANSACTIONS
DLA Piper delivered legal advice in various capacities on each of the following high yield transactions:
Matalan as to matters of English law in connection with its
Central European Media Enterprises in its issuance of £342,000,000 67/8% First Lien Secured Notes
redemption of all outstanding 9.0% Senior Notes due 2017 due 2019 and £150,000,000 87/8% Secured Lien Secured
issued by its wholly owned subsidiary CET 21 spol. s r.o., Notes due 2020 and repurchase by way of tender offer of
which redemption was funded from the proceeds of a its existing senior secured notes
“Term B” credit facility provided by BNP Paribas and Credit
Value: £492 million
Agricole CIB and guaranteed by the company’s largest
shareholder, Time Warner Inc.
Value: €240 million (plus US$261 million financing
commitment)
Abengoa Greenfield S.A, a subsidiary of Abengoa, on Linc Energy on the Rule 144A/ Regulation S issuance
the private placement of its inaugural green bonds that by Linc USA GP and Linc Energy Finance (USA), Inc., of
were issued on 30 September 2014. The deal comprised US$125 million aggregate principal amount of 95/8% first lien
euro and dollar-denominated five-year tranches of senior secured notes due 2017
€265 million and US$300 million respectively.
Value: US$125 million
Value: US$635 million
DLA Piper advised the issuer in connection with the
DLA Piper’s high yield team has advised Vodafone
Rule 144A/Regulation S issuance by Abengoa Finance,
with respect to six series of “orphan SPV” high yield
notes and a senior secured credit facility in connection S.A.U. of €500,000,000, 6%, senior notes due 2021
with its approximately €7.2 billion acquisition of Grupo Value: €250 million
Corporativo ONO
PRIVATE EQUITY CLIENTS
Central European Media Enterprises in respect of a Two well-known PE firms with respect to high yield bond
series of corporate finance transactions including the issuance and revolving credit facility matters in connection with the
of US$400 million of senior secured notes and warrants to acquisition of a high yield bond issuer
purchase 84,000,000 shares of Class A Common Stock and
the redemption of €273 million of senior notes
Value: US$764 million
UKRAINIAN OBLIGOR
Ukrainian Obligor in its exchange offer and “amend to Hunt Companies on the private placement of
extend” consent solicitations and bondholder meetings its 9.625% Senior Secured Notes due 2021and its
settled in January, 2014 US$35 million revolving credit facility
Value: US$560 million (total)
04 | International High Yield
MAJOR EUROPEAN FOOD COMPANY
Major European Food Company with respect to covenant
analysis of complex corporate restructuring and specific
DriveTime Automotive Group in two separate
corporate actions under its existing high yield bonds
private offerings of 12.625% Senior Secured Notes due
2017, as well as the subsequent exchange offers for publicly
registered notes
Value: US$250 million
SNF Floerger on the refinancing by its holding company,
Rolta Americas, LLC with respect to a US$300 million S.P.C.M. SA., including the issuance of US$250 million of
follow-on offering new high yield notes and a new US$250 million senior
Value: US$300 million revolving facility agreement
Value: US$500 million (total)
The issuer/borrower on its refinancing, comprising
€200 million secured loans, €250 million secured high Austria and Ukraine advised UkrLandFarming on two
yield bonds, and €250 million convertible bonds. The issuances (Rule 144A/Reg S, US$150 million; Reg S only,
re-financing involved 11 DLA Piper offices coordinating US$75 million), of 10.875% notes due 2018
among 19 jurisdictions Value: US$225 million (total)
Value: €700 million (total)
Matalan Finance Limited as to English law on its
Rolta India Limited and the issuer, Rolta, LLC, on separate Rule 144A/Reg S issuances of £225 million 9 5/8%
the first high yield bond of its kind from India in Rolta’s Senior Notes due 2017, and £250 million 8 7/8% Senior
Rule 144A/Reg S issuance of US$200 million 10.76% Secured Notes due 2016
Senior Notes due 2018
Value: £475 million (total)
Value: US$200 million
Empire Today, LLC in its Rule 144A/Reg S offering of
Appvion, Inc., in its Rule 144A offering of 9.0% Second 11.375% senior secured notes due 2017
Lien Senior Secured Notes due 2020
Value: US$150 million
Value: US$250 million
HEALTHCARE SECTOR ISSUER
A healthcare sector issuer in relation to its issuance of
NOK1,000,000,000 of senior secured notes due 2018,
supported by an extensive security package and filed for Sunstate Equipment Co., LLC and Sunstate
listing on the Stock Exchange in Norway Equipment Co., Inc. in their joint Rule 144A/Reg S offering
of 12% second priority senior secured notes due 2016
Value: NOK1 billion
Value: US$235 million
www.dlapiper.com | 05
A SHIPPING COMPANY
A non domestic shipping sector company in its issuance of
senior unsecured bonds due 2018 in the Norwegian bond Vertellus Specialties Inc. in its Rule 144A/Reg S offering
market, and listing of the bonds on the Nordic Alternative of 9.375% senior secured notes due 2015 and entry into a
Bond Market new US$85 million senior secured ABL facility
Value: NOK900 million Value: US$345 million (total)
Erickson Air-Crane Incorporated in its Rule 144A
Regulation S offering of 8.25% Second Priority Senior The Ryland Group, Inc. (NYSE: RYL) in its offering of
Secured Notes due 2020, along with a new five-year 5.375% Senior Notes due 2022
revolving credit facility Value: US$250 million
Value: US$500 million (total)
The issuer in a Rule144A/Reg S offering of high yield
Laureate Education, Inc. in two Rule 144A/Regulation S project bonds to finance an expansion of the Port of Paita
offerings of its 9.250% senior notes due 2019, along with in Northern Peru. This was the first port-related high yield
cash tender offers to purchase existing PIK toggle notes project bond financing in Latin America
Value: US$1.4 billion (total new issuance) Value: US$110 million
A DRUG DELIVERY/MEDICAL DEVICE
MANUFACTURER
A drug delivery/medical device manufacturer in its private
placement of high yield senior notes The joint book-running managers in the Rule 144A/Reg S
offerings of 10.5% Senior Secured Notes due 2019 issued
Value: Approx. US$170 million by Advanced Lighting Technologies, Inc.
Value: US$170 million
The issuer in its Rule 144A/Reg S issuance of senior notes Mobile Mini, Inc., in its Rule 144A/Reg S offering of 7.875%
due 2016 senior notes due 2020
Value: €104 million (total) Value: US$200 million
The book running initial purchasers in the Rule 144A and The wholly owned finance subsidiaries of MagnaChip
Regulation S offering of the13% senior secured notes of Semiconductor Corporation on their Rule 144A/
American Apparel, Inc Reg S offering of 10.5% Senior Notes due 2018
Value: US$206 million Value: US$250 million
06 | International High Yield
CENTRAL EUROPEAN MEDIA ENTERPRISES
DLA Piper advised Central European Media Enterprises in its
redemption of all outstanding 9.0% Senior Notes due 2017 issued by
its wholly owned subsidiary CET 21 spol. s r.o., which redemption was
funded from the proceeds of a “Term B” credit facility provided by BNP
Paribas and Credit Agricole CIB and guaranteed by the company’s largest
shareholder, Time Warner Inc. (Time Warner). DLA Piper also advised
Central European Media Enterprises with respect to a commitment from KEY DATA
Time Warner to refinance the Company’s 5.0% Senior Secured Notes due Client: Central European Media
2015. This project was an essential move for the client because it reduced Enterprises
overall expense and addressed looming high yield maturities. Amount: €240 million (plus US$261 million
financing commitment)
Bond to loan take-out and forward commitment
LINC ENERGY
DLA Piper represented Linc Energy as advisor on an offering of US$125 million
9.625% due-2017 first-lien Senior Secured Notes. Linc’s wholly owned subsidiaries
Linc USA GP and Linc Energy Finance (USA) issued the notes.
The group’s US subsidiaries are engaged in the production, development,
exploitation and acquisition of crude oil- and gas-producing properties in the US.
The issue was part of the issuers’ debt restructuring, and the transaction KEY DATA
involved a pay-down of first lien debt and the replacement of first lien credit
Client: Linc Energy Ltd
facilities with the notes. Security comprised first priority liens on the issuers’
US-based oil and gas assets. In addition to the refinancing Linc intended to use Amount: US$125 million
the proceeds for a Gulf Coast drilling program focused on new well targets Dual US issuers – 4 DLA Piper offices
and low-cost recompletions to increase production and cash flows.
ROLTA INDIA LIMITED
DLA Piper advised Rolta India Limited on the first successful Rule 144A/
Regulation S high yield bond offering from India.
Rolta India, a technology company with operations in 40 locations around
the world, priced US$200 million of 10.75% Senior Notes in the international
markets, followed by listing on the Singapore Exchange Securities Trading Ltd.
(SGX-ST).
KEY DATA
DLA Piper implemented a complex security structure on the deal, with the bonds
Client: Rolta India Limited
being issued by one of Rolta’s US subsidiaries, Rolta LLC, and with guarantees
provided by subsidiaries in the United States, UK and UAE in addition to the
Amount: US$200 million
Indian parent company. Indian parent + US, UK and UAE guarantors
NH HOTELES
DLA Piper advised on the €700 million refinancing of NH Hoteles, one of the
largest hotel chains in Europe, operating almost 400 hotels with around 60,000
rooms in 26 countries across Europe, America and Africa.
The transaction included €200 million of credit facilities, €250 million in high
yield bonds and €250 million in convertible bonds. In acting for the lenders on
the credit facilities and creation of the security package for the high yield bonds,
the Finance & Projects team in the firm’s Madrid office worked closely with KEY DATA
DLA Piper offices in Belgium, the Netherlands, Germany, Austria, Mexico, Poland, Client: NH Hoteles
Czech Republic, Romania, Venezuela and France, and with relationship firms in
Amount: €700 million
Argentina, Luxembourg, Portugal, Switzerland, Uruguay, Chile, Colombia and the
3 instruments – 11 DLA Piper offices –
Dominican Republic.
19 jurisdictions
www.dlapiper.com | 07
FLEXIBLE APPROACHES TO
HIGH YIELD
MORE THAN PLAIN VANILLA HIGH YIELD ADVICE
Clients need flexible and durable approaches to leveraged finance, perhaps now more than ever. Our high yield lawyers have
experience with every type of “regular” high yield bond offering and bank/bond structure, but have also worked to adapt high
yield bond approaches to bespoke products and to introduce high yield concepts to new markets.
FIXED FEE PRICING UNITRANCHE SPECIAL STRUCTURES
The high yield market is in need of DLA Piper is a leading advisor Lawyers at DLA Piper have
predictable pricing from legal service for unitranche financings, having experience drawing from other
providers. Coordinated transaction helped unitranche capital providers areas of structured and specialty
management from our International to develop their base lending finance to resolve issues in the high
High Yield Initiative, coupled with documentation. yield arena, such as:
our geographic, practice area and A recent quote from Chambers ■■ Synthetic guarantees
sector scope, allows us to price and Partners identified one of the
cost-effectively. partners in our practice as “the ■■ Ring-fencing collateral pools
We can offer genuine fixed fee fount of all knowledge for non-bank ■■ “Orphan” SPV structures
pricing when certainty is paramount. lending at the moment.”
■■ Loan participation notes
NORWEGIAN HIGH YIELD BESPOKE SOLUTIONS PROJECT FINANCE
As the only multinational law firm Whether creatively approaching Our lawyers have adapted high yield
with an office in Norway, we are work-outs and out-of-court approaches to project finance and
uniquely positioned to introduce restructurings, pre-emptively solving asset finance.
our clients to the Norwegian high change-of-control issues, navigating
For example, both as initial
yield market, where sub-investment complex intercreditor questions
financing, or refinancing to replace
grade issuers may access small to or addressing “never been done”
or supplement existing project
mid-market financing levels with scenarios, DLA Piper attorneys will
finance facilities, high yield bonds
lower legal costs due to standardised bring years of high yield experience
have been used to finance ports,
documentation and practices. to the process. We customise
airports, aircraft purchases and
so-called “private high yield”
ultradeepwater drill ships.
solutions for our clients.
Most Innovative Firm in Finance
Law Firm Of The Year – 2014 Legal Law – Financial Times’ Innovative
Business Awards Lawyers Awards 2012
LEGAL BUSINESS IN-HOUSE SURVEY
DLA Piper was in Top 5 for each of
■■ “Best Firms: Value for Money”
■■ “Best Firms: All Categories”
Most Innovative Law Firm in Client
■■ “Best Firms: Pragmatic Commercial Advice and Strong
Service – Financial Times’ Innovative
Service Delivery” Lawyer Awards 2013
08 | International High Yield
KEY CONTACTS
EUROPE
UK AUSTRIA
Tony Lopez Christian Temmel
Partner Partner
T +44 20 7153 7208 T +43 1 531 78 1505
tony.lopez@dlapiper.com christian.temmel@dlapiper.com
FRANCE
Sabrina Fox
Counsel
T +44 20 7796 6729 Maud Manon
sabrina.fox@dlapiper.com Partner, Paris
T +33 1 40 15 66 39
maud.manon@dlapiper.com
Martin Bartlam
Partner ITALY
T +44 20 7796 6309
martin.bartlam@dlapiper.com
Ugo Calo
Alexander Griffith Partner
Partner T +39 02 80 618 533
T +44 20 7796 6158 ugo.calo@dlapiper.com
alexander.griffith@dlapiper.com
NORWAY
George Barboutis
Partner Camilla Wollan
T +44 20 7796 6754 Partner
george.barboutis@dlapiper.com T +47 2413 1659
camilla.wollan@dlapiper.com
Matthew Christmas SPAIN
Partner
T +44 161 235 4033
matthew.christmas@dlapiper.com Ignacio Gomez-Sancha
Partner
T +34 91 788 7344
Smridhi Gulati ignacio.gomez-sancha@dlapiper.com
Senior Associate
T +44 20 7153 7869
THE NETHERLANDS
smridhi.gulati@dlapiper.com
Iryna Nagayets Gerard Kneppers
Partner
Senior Associate
T +31 20 541 9811
T +44 20 7796 6759
gerard.kneppers@dlapiper.com
iryna.nagayets@dlapiper.com
www.dlapiper.com | 09
UKRAINE BALTIMORE
Oleksandr Kurdydyk Jason Harmon
Partner Partner
T +380 44 490 9570 T +1 410 580 4170
oleksandr.kurdydyk@dlapiper.com jason.harmon@dlapiper.com
AMERICAS LOS ANGELES
NEW YORK
Ann Lawrence
Partner
Jamie Knox T +1 213 330 7755
Partner ann.lawrence@dlapiper.com
T +1 212 335 4992
jamie.knox@dlapiper.com PHOENIX
Christopher C. Paci Steve Pidgeon
Partner Partner
T +1 212 335 4970 T +1 480 606 5124
christopher.paci@dlapiper.com steven.pidgeon@dlapiper.com
Jack Kantrowitz Greg Hall
Partner Partner
T +1 212 335 4845 T +1 480 606 5128
jack.kantrowitz@dlapiper.com greg.hall@dlapiper.com
Roger Meltzer David Lewis
Partner Partner
T +1 212 335 4550 T +1 480 606 5126
roger.meltzer@dlapiper.com david.lewis@dlapiper.com
SILICON VALLEY
Shmuel Klahr
Partner
T +1 212 335 4721 Curtis Mo
shmuel.klahr@dlapiper.com Partner
T +1 650 833 2015
curtis.mo@dlapiper.com
Jeffrey Susskind
Associate BRAZIL
T +1 212 335 4717
jeffrey.susskind@dlapiper.com
Jeffrey Susskind
Associate
T +1 212 335 4717
jeffrey.susskind@dlapiper.com
10 | International High YieldASIA/PAC HONG KONG
AUSTRALIA
Stephen Peepels
Partner
Neil Campbell
T +852 2103 0594
Senior Foreign Legal Associate
stephen.peepels@dlapiper.com
T +61 2 9286 8297
neil.campbell@dlapiper.com
Paul Lee
Partner
Bill Glover
T +852 2103 0886
Partner
paul.lee@dlapiper.com
T +61 3 9274 5255
bill.glover@dlapiper.com
Hugo Thistlewood
Partner
T +61 2 9286 8474
hugo.thistlewood@dlapiper.com
DLA PIPER RELATIONSHIP FIRMS
AUSTRALIA BRAZIL GERMANY KUWAIT POLAND SLOVAK UNITED ARAB UNITED STATES New York ALGERIA ETHIOPIA NAMIBIA TANZANIA
Brisbane São Paulo Berlin Kuwait City Warsaw REPUBLIC EMIRATES Albany Northern Virginia Algiers Addis Ababa Windhoek Dar es Salaam
Canberra CHINA Cologne LUXEMBOURG QATAR Bratislava Abu Dhabi Atlanta Philadelphia BOSNIA- GHANA NEW ZEALAND Mwanza
Melbourne Frankfurt SOUTH KOREA Dubai Atlantic City Phoenix HERZEGOVINA Auckland TURKEY
Beijing Luxembourg Doha Accra
Perth Hong Kong Hamburg Seoul UNITED Austin Raleigh Sarajevo Wellington Ankara
MEXICO ROMANIA INDONESIA
Sydney Shanghai Munich KINGDOM Baltimore Sacramento BOTSWANA Istanbul
Mexico City Bucharest SPAIN Jakarta PORTUGAL
AUSTRIA HUNGARY Birmingham Boston San Diego Gaborone
CZECH NETHERLANDS RUSSIA Madrid IRELAND Lisbon UGANDA
Vienna Budapest Edinburgh Chicago San Francisco BURUNDI
REPUBLIC Amsterdam Moscow THAILAND Dublin RWANDA Kampala
Leeds Dallas Seattle Bujumbura
BAHRAIN Prague ITALY St. Petersburg Bangkok Kigali VENEZUELA
NORWAY Liverpool Houston Short Hills CROATIA KENYA
Manama FRANCE Milan Caracas
Oslo SAUDI ARABIA UKRAINE London Los Angeles Silicon Valley Zagreb Nairobi SOUTH AFRICA
BELGIUM Paris Rome
OMAN Riyadh Kyiv Manchester La Jolla Tampa MAURITIUS Cape Town ZAMBIA
Antwerp JAPAN DENMARK
GEORGIA Muscat SINGAPORE Sheffield Miami Washington, DC Port Louis Johannesburg Lusaka
Brussels Tokyo Copenhagen
Tbilisi Minneapolis Wilmington
Singapore EGYPT MOZAMBIQUE SWEDEN
Cairo Maputo Stockholm
www.dlapiper.com | 11www.dlapiper.com DLA Piper is a global law firm operating through various separate and distinct legal entities. Further details of these entities can be found at www.dlapiper.com. Note past results are not guarantees of future results. Each matter is individual and will be decided on its own facts. Tony Angel, 3 Noble Street, London, EC2V 7EE, United Kingdom, T: +44 (0)207 153 7500. Attorney Advertising. Copyright © 2015 DLA Piper. All rights reserved. | FEB15 | 2795870
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