Our Banking practice 2020 - At the heart of the world's financial markets - Allen & Overy
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Our Banking practice
At the heart of the world’s financial markets
2020
allenovery.com2 Our Banking practice | At the heart of the world’s financial markets | 2020
A leading Banking practice
Allen & Overy fields the market’s pre-eminent banking practice
with over 1,000 lawyers worldwide. Few practices can match
our top tier position across the full range of financial products.
With such a deep team and global reach, international and OUR BANKING PRACTICE COVERS THE FULL
industry-leading ‘first-of-a-kind’ transactions are our hallmark. RANGE OF BANKING PRODUCTS AND IS SPLIT
We have been instrumental in nearly all the major developments INTO THE FOLLOWING TEN PRODUCT LINES
in the modern financial markets. Over 800 global corporate and
financial institutions entrust us with the full range of their
domestic and cross-border transactions and rely on the depth
Asset finance
and breadth of our expertise, intellectual rigour and proven track
record of finding successful and commercially astute solutions.
Asset management
Although the work of each group is distinct, the complex and
cross-border nature of many of the transactions we act on means
Financial services regulatory
that there is also a great deal of collaboration between groups.
For example, we have developed cross-practice teams to advise
Corporate lending
on key issues for our clients such as IBOR transition and
repapering projects, Britain’s proposed exit from the EU and the Islamic finance
increased importance of financial technology (Fintech)
companies in the market. Leveraged finance
Projects, energy and infrastructure
Real estate finance
Restructuring
Trade, commodities and
export finance
A&O is described as “one of the leading Band 1 Banking
banking and finance practices”. and Finance
Chambers Global 2020 Chambers Global 2020
© Allen & Overy LLP 20203
Global presence
KEY STATISTICS NORTH AMERICA EUROPE AFRICA ASIA PACIFIC
5,500
New York Amsterdam London Casablanca Bangkok
Washington, D.C. Antwerp Luxembourg Johannesburg Beijing
Barcelona Madrid Hanoi
CENTRAL & Belfast Milan MIDDLE EAST Ho Chi Minh City
SOUTH AMERICA Bratislava Moscow Abu Dhabi Hong Kong
São Paulo Brussels Munich Dubai Jakarta*
Budapest Paris Perth
People * Associated office
Düsseldorf Prague Seoul
2,300
Frankfurt Rome Shanghai
Hamburg Warsaw Singapore
Istanbul Sydney
Tokyo
Yangon
Lawyers The world’s leading transactional law firm
550
We were one of
17%
In 2019
We advised on only two firms
Partners
more deals than to surpass
any other firm
40
USD1tn
We advised on more deals
than our nearest competitor
Cross-border
Over 40 offices
In our last financial year, ending April 30 2019,
around the world our top 50 clients were advised by an average of 23 offices.
allenovery.com4 Our Banking practice | At the heart of the world’s financial markets | 2020
Market position
Project finance league tables
We consistently act as the leading adviser in terms of both deal value and the number of transactions
completed globally, as our performance in 2019 highlights below.
GLOBAL PROJECT FINANCE FOR 2019 YTD
Rank Adviser Amount (USDm) No. of deals % Market share
1 Allen & Overy LLP 73,542 64 6.8
2 Linklaters 60,145 53 5.5
3 Clifford Chance 52,885 76 4.9
Source: IJ Global 1 January 2019 to 2 December 2019
Syndicated lending league tables
In EMEA, A&O is ranked number one legal adviser for both in Allen & Overy, and demonstrates why we are the standout firm
borrowers and lenders for deal volume for the eighth successive year. in the market. Our experience advising both borrowers and lenders
Our achievement in this very competitive climate signifies the gives us a 360° view of the market and a unique understanding of
continued confidence that both borrowers and lenders have the bankability of deal terms.
2019 EMEA BORROWER ADVISER (FULL YEAR) 2019 EMEA LENDER ADVISER (FULL YEAR)
Rank Adviser Proceeds (USDm) No. of deals Rank Adviser Proceeds (USDm) No. of deals
1 Allen & Overy LLP 25,741 28 1 Allen & Overy LLP 96,945 75
2 White & Case 20,450 5 2 Clifford Chance LLP 74,365 61
3 Clifford Chance LLP 17,548 19 3 Latham & Watkins LLP 27,034 42
Source: Refinitiv Syndicated Loans EMEA Legal Advisors Review FY2019 Source: Refinitiv Syndicated Loans EMEA Legal Advisers Review FY2019
2019 EMEA BORROWER ADVISER (FULL YEAR) 2019 EMEA LENDER ADVISER (FULL YEAR)
Rank Adviser Proceeds (EURm) No. of deals Rank Adviser Proceeds (EURm) No. of deals
1 Allen & Overy LLP 33,031 44 1 Allen & Overy LLP 88,986 95
2 Linklaters 29,165 20 2 Clifford Chance LLP 78,893 89
3 Clifford Chance LLP 22,853 30 3 Linklaters 33,903 34
Source: Bloomberg EMEA Syndicated Loans Advisors League Tables FY2019 Source: Bloomberg EMEA Syndicated Loans Advisors League Tables FY2019
“Renowned for its work acting for Asian and European financial institutions on their
investments across the Asia-Pacific region”, A&O is described as being “a truly global firm”.
Chambers Asia-Pacific 2020
© Allen & Overy LLP 20205
Awards and accolades
International
Financial Services Band 1
Banking and
Regulatory Team
of the Year
Finance Firm 1 Islamic Finance
IFLR Europe Awards 2020
of the Year Chambers Asia Pacific
Region 2019
China Law & Practice Awards 2019
Leading Global Innovation in Ranked No.1 Leading
Transactional Law Firm Cross-border Leveraged Finance
by Volume & Value Restructuring Adviser in Europe
of Deals and Insolvency Debtwire Western Europe Leveraged
Loans Legal Advisers’ League Table
Refinitiv & Dealogic 2019 (Noble)
Report 2019
Global Restructuring Review 2019
Latin America
Transportation
Band 1 Real Downstream
Law Firm of
Estate Finance Oil & Gas Deal
the Year
Global Transport Finance
Chambers UK 2019 of the Year
Awards 2019 (Petroperú CESCE refinery)
IJ Global 2019
Ranked No.1 EMEA for Global Law
Global Law Borrower & Lender,
Firm of the Firm of the
Syndicated Loans Review Year 2018
Decade Legal Advisers 2018 PFI 2019
Infrastructure Investor 2019
Refinitiv 2019
Renewable Latin American Middle East
Energy Law Water Deal of Legal Adviser
Firm of the Year the Year of the Year 2018
Finance Monthly 2019 (Spence Desalination project) IJ Global 2019
IJ Global 2019
Ranked in the top ten, Most Innovative
Band 1 Projects by volume, across Law Firm
1 & Energy several categories in Europe
Chambers Global 2019 Debtwire’s 2018 North America Leveraged Financial Times Innovative
Loans Legal Advisers’ League Table Report Lawyer Awards 2007, 2011,
2012, 2014, 2017 and 2018
allenovery.com6 Our Banking practice | At the heart of the world’s financial markets | 2020
Asset finance
The asset finance team has extensive Our recent experience includes advising:
experience advising on transactions in
all sectors of the asset finance industry. AFIC INSURANCE GROUP YAMAL LNG
On the French tax lease financing of On the LNG shipping aspects of the
Our client base includes banks, two Boeing 737 aircraft for Royal Air project to transport LNG from its plant in
financiers, funds, owners, airlines, lessors, Maroc (RAM). This was the first AFIC Sabetta on the Yamal Peninsula in Arctic
supported financing for RAM and the Russia (currently under construction) to
manufacturers, captive finance companies, first AFIC transaction involving KfW and Asia and Europe. In particular, advising on
operators, borrowers, lessees, export credit Caixa Bank. Middle East Deal of the the construction and chartering tender
Year 2019, Airline Economics. process with shipyards and shipowners
agencies and governmental and respectively, including drafting and
international organisations. A SIGNIFICANT negotiation of shipbuilding contracts,
supplemental construction agreements
OPERATING LESSOR
We advise on both domestic and cross-border asset and long-term time charterparties, and all
On the acquisition and financing
ancillary documentation, for 15 LNG
financings, including all types of debt, lease (both tax aspects of Avolon’s entire regional
ice-class (ARC 7) carriers, two ice-class
and non-tax-based) and capital-markets-driven products, aircraft fleet, totalling 49 aircraft.
(ARC 7) condensate tankers and six
securitisations, Islamic financings, receivables financings, CERBERUS conventional (ARC 4) LNG carriers.
vendor programmes and retail finance. The team On the financing, provided by a global
advises on the sale and purchase of leasing companies FALKO REGIONAL
financial institution, of a portion of the AIRCRAFT LIMITED
and portfolios and the structuring of regional and purchase price of a portfolio of shipping
loans from NordLB. On a number of financing facilities
global leasing business networks. We also advise on arranged by Investec for two separate
aircraft repossessions and airline and ship restructurings aircraft portfolios of 18 aircraft.
OAKHILL AND VÄRDE
and insolvencies. The financing involved synchronising
On the acquisition of a USD1bn deliveries across a number of
We cover all types of vessel and offshore installations, portfolio of shipping loans from a global challenging jurisdictions and back
financial institution. The portfolio
including LNG carriers, container ships, FPSOs, included over 40 loans secured
leveraging of other aircraft.
drill ships/drilling rigs, tankers, VLCCs, cruise ships against 70 vessels. The loan portfolio CHC HELICOPTERS
and luxury yachts. We advise on all types of aircraft has underlying exposure to a diversified
pool of shipping sectors and borrowers. The lenders, SACE and Coface
(including helicopter) financing: this includes all types in connection with CHC Helicopter’s
Shipping Portfolio Deal of the Year,
of pre- and post-delivery financings, ECA-backed 2018, Global Transport Finance. Chapter 11 process, including
financing, capital-markets-backed financings, the sale advising on the leasing arrangements
and purchase of new and used aircraft, and structured AFIC in place with CHC, insurance
arrangements, repossession advice,
financing, as well as on general aviation matters such On the establishment of their pioneering enforcements against and sale
as regulatory and maintenance. new structure which uses private of helicopters which were rejected
insurance cover for the financing as part of the Chapter 11 process.
We also advise on all types of domestic and cross-border of aircraft in place of EXIM/ECA
asset financings, including rail, power plants, satellites, guarantees. Editor’s Deal of the Year O3B SATELLITE FINANCING
for Innovation, Airline Economics 2017.
wind farms, transmission lines, water treatment facilities, We advise AFIC on many of their A consortium of lenders comprising
pipelines, vehicle fleets, bridges, tunnels, office buildings, aviation transactions including on the of AFDB, DBSA, DEG, HSBC Principal
retail facilities, manufacturing plants, mining equipment, French tax lease financing of two Investments, IFC and Proparco
777-FF2 aircraft. This is the first French on the restructuring of USD260 million
films, satellites and computer and other technology debt facilities for satellite provider
tax lease supported by the AFIC group.
hardware and software. and operator O3b.
Unique leasing deal of the year 2017.
IAFC CORAL FLNG
The ECAs (including KEXIM, K-sure,
A syndicate of Islamic lenders across five
SACE, China Exim, CDB) and lenders
different syndicated financing facilities for
on the development and first-ever
the Ijara financing of 30 A320 and 20
project financing of a USD10 billion
A330 aircraft to IAFC for lease to Saudia.
floating LNG vessel (FLNG) to be
This was Saudia’s largest aircraft leasing
moored in the Area 4 Coral South
transaction and the largest aviation
Offshore Basin, Mozambique including
deal to date to be secured by Islamic
review of EPC contracts as part of
“It is a go-to firm... and has financing. Best Structured Finance Deal
EMEA 2017, Operating lease Deal of the
lender side due diligence and advising
on all maritime aspects. Midstream Oil
an excellent team with Year 2017.
& Gas Deal of the Year 2017, IJ Global;
Middle East and Africa O&G Deal of
breadth and depth.” the Year 2017, PFI; Export Project
Finance Deal of the Year 2017,
Chambers UK 2020 GTR and ECA-Backed Energy Deal
of the Year 2017, TXF.
© Allen & Overy LLP 20207
Asset management
We are a market-leading funds and Our recent experience includes advising:
asset management practice providing a
full-service offering to fund managers HINES SONAE SIERRA
On the establishment and ongoing On the restructuring and subsequent
and institutional investor clients. maintenance of its European value add sale of a 25% stake in Sonae Sierra’s
With asset management, tax and real estate fund, and on the establishment Portugal Fund, which holds interests in
of its fund with Blue Noble LLP with nine operating shopping centres,
regulatory professionals in all of the respect to Italian real estate. to Madison International Realty.
major financial centres, our global
CQS AVIVA INVESTORS
coverage, local knowledge and On the establishment of a series of On the establishment of a real estate
responsiveness are second to none. hedge funds to invest in global CLO fund to principally acquire long-lease
debt securities on both the primary and real estate assets in continental Europe.
For more than 25 years, we have helped our clients secondary markets.
navigate an increasingly regulated and competitive ELECTRA PRIVATE EQUITY
environment, creating innovative solutions to complex CAIRN CAPITAL On a proposed restructuring
problems, and building long-standing relationships On the establishment of an open-ended of its UK-listed investment trust,
European loan fund to invest in secured including the removal of its existing
with our clients as a result. loans and alternative opportunities. private equity fund manager.
IFC IFC
WE CAN ADVISE ON THE On an innovative programme to create On its partnership with Investec and
FOLLOWING SPECIALISMS a fund with the global insurer Allianz Growthpoint Properties to create a
to co-invest in project finance loans diversified pan-African third-party
Authorisation
originated by IFC. Under the agreement, institutional real estate fund.
Applications Allianz intends to invest USD500m,
Lobbying and consultation
which will be channelled into IFC debt AEGON
financing for infrastructure projects in On the establishment of an SME loan
Contentious matters emerging markets. fund sponsored by the Dutch State,
Regulatory reform institutional investors and banks.
MACQUARIE CAPITAL, MIRA
Fund establishment AND USS (THE “INVESTORS”) UBS FUND MANAGEMENT
Secondary transfers On their circa GBP2bn bid to privatise (LUXEMBOURG)
the UK’s Green Investment Bank. On the conversion of SICAV into a
Investment
UCITS fund.
Management WATERTON GLOBAL
Surveys RESOURCE SEB
MANAGEMENT On the transfer of 26 securities funds to
On the establishment of its third private the Asset Servicing business unit of
equity mining fund targeting investments Hauck & Aufhäuser Privatbankiers as
into mining assets in the U.S., Canada, the new depositary.
Australia, Chile and Mexico.
M&G
NUVEEN On the launching of M&G Specialty
On the establishment of its European Finance Fund.
Cities Real Estate Fund and on the
establishment and ongoing maintenance GOODMAN GROUP
of its China Outlet Mall fund. On the restructuring of their EUR3bn
GEP logistics fund and further equity
AN ITALIAN ASSET
“The practice often advises MANAGEMENT COMPANY
raised by it.
major pensions funds, On the establishment of a fund
investing in non-performing loans.
sovereign wealth funds
and financial institutions on
investments, co-investments
and fund-of-one arrangements.”
Legal 500, 2020
allenovery.com8 Our Banking practice | At the heart of the world’s financial markets | 2020
Financial services regulatory
Regulation of the financial services sector Our recent experience includes advising:
continues to expand and international
directives may increasingly clash with A CRYPTO-ASSET WORLDPAY
CIRCULATION NETWORK On its IPO on the London
national requirements. Faced with an ever Concerning the registration Stock Exchange.
wider regulatory framework, our team can trading issues associated with
the Company’s domestic and AGRICULTURAL BANK
help you plan for and navigate these international operations pursuant OF CHINA
complex developments. to the U.S. Commodity Exchange On the establishment of a branch
Act (CEA) & regulations. in Luxembourg.
Our unrivalled expertise and experience acting on a
number of Brexit contingency planning mandates AN INTERNATIONAL BANCO SABADELL
ENERGY COMPANY
means we are at the forefront of the key regulatory On its GBP1.7bn offer for
On advice relating to the U.S. the entire issued and to be
developments across the financial services sector in
Commodity Exchange Act, issued share capital of TSB
the UK and Europe. and similar rules and regulations Banking Group.
associated with the trading of
We advise the world’s leading financial institutions and commodities and derivatives SIFMA
have invested in building a large team that can cover a
On its response to the European
very wide scope of regulations. With 80 experts across MULTIPLE FINANCIAL Banking Authority’s discussion
our global network, we offer our clients expertise in the SERVICES FIRMS paper on a new prudential regime
key regions, from our large U.S. practice to full-service On an ongoing basis on their for investment firms.
coverage of the key European jurisdictions. overseas sales/marketing
activities, working closely with LCH
Our well-established offices in the Middle East local counsel to advise these
and Asia Pacific have also been involved in setting On the development of
clients on their regulatory
Swap Agent, a new product for
up many of the regulatory systems that exist in those exposure in connection with the
the delivery of centralised
regions today. marketing/offering/provision
infrastructure for uncleared
of certain financial products
OTC derivatives business.
and services to residents in
foreign jurisdictions.
WE CAN ADVISE ON THE ISDA
FOLLOWING SPECIALISMS In supporting the working
MULTIPLE U.S.
Authorisation applications group formulating and advocating
AND INTERNATIONAL
policy positions in relation to
Bank and asset management reform FINANCIAL INSTITUTIONS central counterparty recovery
Consumer finance and retail On various rules surrounding and resolution.
U.S. persons, including inbound
Contentious matters cross-border restrictions for ASIAN AND
Derivatives non-U.S. licensed offices of global EUROPEAN BANKS
wealth management and personal
Regulatory consultation On their MiFID II compliance
and corporate banking divisions. programmes.
M&A and corporate transactions
OLD MUTUAL WEALTH UK AND
Surveys
On the planned managed EUROPEAN BANKS
separation from the Old Mutual
On a number of Brexit contingency
group of companies including
planning mandates which span
Band 1 Financial hiving off a part of the Wealth
across a wide spectrum of
1
business simultaneously.
Services Regulation The transaction has involved
engagement and firms, from
strategic planning to implementation,
complex regulatory capital
Chambers Global 2020 including applications for licences,
analysis of the various transaction
transfers of legacy books and
steps, strategic planning and
wholesale re-papering exercises.
interaction with other advisers
“The quality and thoroughness of the advice (legal, financial, accounting).
A LARGE U.S.
MONEY MANAGER
and guidance has been exemplary and has HSBC
On requirements to ring-fence On the establishment of an
given me a great deal of confidence in acting its retail banking operations. international shareholder disclosure
compliance programme.
based on that advice and support.”
Chambers UK 2019
© Allen & Overy LLP 20209
Corporate lending
International financial institutions and Our recent experience includes advising:
‘blue chip’ corporates continue to turn
to A&O’s corporate lending practice in COLFAX CORPORATION THE LENDERS
A leading diversified technology On the origination and syndication
ever-increasing numbers for assistance company, in connection with a of a USD2.75bn facility to support
in structuring and documenting the most USD3.025bn financing with a John Wood Group’s acquisition of
syndicate of banks and other Amec Foster Wheeler Plc.
talked about deals in the market. We are financial institutions and the joint
ranked No.1 Legal Adviser for Syndicated lead arrangers, for the company’s
USD3.7bn acquisition of the DJO
SYNGENTA AG
On the amendment and
Loans in EMEA for both borrowers Global group, a global leader in
restatement of a USD5bn target
orthopedic solutions and services.
and lenders by Thomson Reuters. facilities agreement and
USD1.5bn revolving credit facility
We act on the largest loan transactions in the world RENEWI PLC in connection with the acquisition
often driven by high profile corporate events. The documentation arrangers and of Syngenta AG by ChemChina.
sustainability arrangers to Renewi
However, we are also regularly involved on less plc on an amendment and NEDBANK
newsworthy transactions – we do more deals by number extension to its main banking
On a EUR9.9m credit facility
than any other law firm in EMEA, not just by volume. facility, converting it to a
agreement provided to Kiva 2 (CY)
This signifies the continued confidence that both borrowers EUR550m Green Loan Facility.
Capital for the purpose of
and banks have in Allen & Overy, and demonstrates SMURFIT KAPPA
on-lending to Shepstone Capital
for acquisitions and general
why we are the standout firm in the market. CORPORATION LIMITED corporate purposes.
Our experience advising both borrowers and lenders The lenders on a new syndicated
facility for general corporate THE LEAD BANKS
gives us a 360° view of the market and a unique purposes and refinancing an On a USD25bn acquisition loan
understanding of the bankability of deal terms. existing debt facility for Smurfit facility, to back the USD49.4bn
We recognise that, to the parties to any loan Kappa Corporation Limited, a acquisition of the 57.8% stake
transaction, whether in the headlines or not, FTSE 100 company and world British American Tobacco did not
leader in paper-based packaging.
efficient reliable execution is paramount. We bring already own in U.S. peer
Reynolds American Inc.
years of market-leading experience and expertise to MONDO MINERALS
every transaction on which we act. Deals today The lead arranger and underwriter BANK OF CHINA
demand a broad mix of finance capabilities. on a USD775m two stage AND BDO
syndicated financing facility and
Our corporate finance solutions offering includes an On the acquisition financing of
a USD230m bridge to equity
Udenna Group’s acquisition of a
interdisciplinary team of lawyers from our Corporate issurance facility in support of
company developing a USD1bn
Lending, Capital Markets, Corporate and Restructuring Elementis plc’s acquisition of
177 hectare logistics hub in
Amsterdam-based Mondo
teams. As a result, our coverage spans the spectrum Minerals, a leading globally active
the Clark Freeport Zone in
of debt products, including a number of hybrid finance the Philippines.
producer of talc products.
options such as bank/bond structures, high yield, THE STANDARD BANK
LBOs, margin loans, IPOs and forward-start/refinancing WARBURG PINCUS
OF SOUTH AFRICA
facilities. The team has also advised on a number of On the acquisition financing
On a USD1bn multiple facility
arrangements for a joint-controlling
firsts in emerging markets, including advising on several stake in Computer Age
provided by Industrial and
of the biggest financings in emerging market jurisdictions Management Systems Limited.
Commercial Bank of China.
to date.
STANBIC BNP PARIBAS S.A.
On the EUR5bn financing of the
On two separate loan financings
acquisition of a 76.8% RWE stake
for Actis in relation to two
in Innogy by E.ON.
shopping malls in Nigeria
Heritage Place (Lagos) and
A&O is “renowned for its work Jabi Lake (Abuja).
acting for Asian and European “Its New York-based lawyers are ‘experts
financial institutions across the in the syndicated loan market’ whose
Asia-Pacific region”. ‘overall level of service is excellent’.”
Chambers Asia-Pacific 2019: Banking & Finance Legal 500 U.S. 2018
allenovery.com10 Our Banking practice | At the heart of the world’s financial markets | 2020
Islamic finance
The Global Islamic Finance Group Our recent experience includes advising:
consists of Islamic finance experts across
DUBAI AVIATION CITY JUBALL REFINERY
Europe, including London, Paris and CORPORATION FACILITY PETROCHEMICALS
Luxembourg; the Middle East, including Noor Bank, Dubai Islamic Bank Project is notable for
Abu Dhabi, Dubai, Qatar and Saudi and National Bank of Abu Dhabi
on an AED1.1bn ijara financing in
its complexity.
Arabia; and Asia, including Singapore and relation to the development of AI SUFOUH
Dubai World Central.
Hong Kong. TRAM SYSTEM
Islamic and conventional
Allen & Overy’s Global Islamic Finance Group advises EMIRATES GLOBAL ECA-backed financing.BAE
clients on Islamic finance transactions across a number ALUMINIUM
of practice areas, including capital markets, project On its USD4.9bn Islamic and
BAE SYSTEMS
conventional facility.
finance, banking, derivatives and structured finance, On a USD750m Shari’a-compliant
asset finance, funds and taxation. sale and leaseback programme
EMIRATES NBD AND A in Saudi Arabia, financed through
SYNDICATE OF BANKS investment funds.
In connection with the USD1.2bn
conventional and Islamic facilities ABRAAJ CAPITAL
Band 1 Islamic Finance
1
for the Investment Corporation
of Dubai. On the establishment of ASAS,
Chambers Asia-Pacific Region 2019 a pan-MENA real estate fund,
structured by way of Cayman
A GLOBAL Islands exempted limited
FINANCIAL INSTITUTION partnership, with Shari’a-compliant
As mandated lead arranger on investment projects across the
two murabaha facilities for Mobily. MENA region.
“The quality of the firm’s Middle One facility was supported by
Finnvera, and the other supported
Eastern, Malaysian and Indonesian by EKN.
ETIHAD ETISALAT
(MOBILY)
offices gives it the capacity to advise on THE KINGDOM
On the SAR10bn financing on one
of the largest general syndicated
OF SAUDI ARABIA
cross-border Islamic finance matters, Acting through the Ministry of
Islamic financing deals to date.
including sukuk transactions.” Finance on the update of its Trust
Issuance Programme and the
IPIC
issue of USD2bn Trust Certificates AED5bn facility comprising both
Chambers Global 2020 conventional and Islamic
by KSA Sukuk Limited under
this programme. murabaha facilities.
Allen & Overy has “excellent HSBC
As dealer-manager on the
SAUDI ELECTRICITY
COMPANY
cross-border capabilities” and is novation exercise by Sime Darby
in relation to its USD1.5bn
On a syndicated SAR5bn
murabaha facility made available
“particularly well regarded in multi-currency sukuk programme. by a syndicate of Saudi banks.
Islamic finance”. ISDA AND IIFM SUKUK’S INCLUDE:
On developing market standard – Garuda
Chambers Asia-Pacific Region 2019 – Government of Hong Kong
Shari’a-compliant foreign
exchange forward documentation. – DIFC
– Emirates ECA-guaranteed
– Government of Pakistan
A SYNDICATE OF BANKS
– Grand Duchy of Luxembourg
On setting up their Shari’a-compliant – Republic of South Africa
structured product platforms. – Emaar Malls Group
– Saudi Telecom programme
NOOR BANK PJSC – Emirates Airlines
On the establishment of – Axiata programme
its USD1bn structured – GACA
certificates programme. – GE Capital
– Government of Dubai
programme
– Indonesia
– Saudi Electricity Company
© Allen & Overy LLP 202011
Leveraged finance
Allen & Overy has a market-leading leveraged Our recent experience includes advising:
finance practice (comprising an integrated
CURIUM PHARMA SRS DISTRIBUTION INC.
high yield bonds and loans practice) which is
The mandated lead arrangers on The agent and other lead arrangers
supported by pre-eminent Private Equity, the senior loan financing for on a USD1.330bn term loan facility
Equity Capital Markets, Debt Capital Markets, Curium Pharma, a nuclear
medicine company.
and USD375m ABL revolving credit
facility and the initial purchasers on a
Securitisation and Restructuring teams. Rule 144A/Reg. S offering by SRS
WEBHELP Distribution Inc. of USD350m
This collective expertise combined with in-depth sector The mandated lead arrangers on the aggregate principal amount of
insights, makes us one of very few firms with the ability senior facilities supporting Groupe 8.250% senior notes due 2026 to
to advise on complex cross-border leveraged finance Bruxelles Lambert’s acquisition of finance Leonard Green & Partners’
WebHelp, the French business acquisition of SRS Distribution Inc.
transactions across the full spectrum of the capital structure,
process outsourcing company.
as well as on all types of “crossover” and emerging markets HEARTHSIDE FOOD
loan and bond transactions. CARDINAL HEALTH, CHINA SOLUTIONS
Bank of Tokyo-Mitsubishi UFJ and a The lead arranger on a USD1.295bn
Our leveraged finance practice provides clients, including acquisition financing and the initial
global financial services group on
major banks, financial sponsors and direct lending funds the financing for the acquisition of purchasers on a Rule 144A/Reg. S
with a full service offering for senior, second-lien, Cardinal Health’s China business by offering of USD350m aggregate
mezzanine and PIK debt, bridge-to-bond financings, Shanghai Pharma Century Global. principal amount of 8.500% senior
notes due 2026 to finance the
bank/bond financings, high yield debt offerings, acquisition of Hearthside Food
WESTINGHOUSE
securitisation take-outs and restructurings. As a result of our ELECTRIC COMPANY Solutions by Partners Group
breadth of expertise, we are well placed to advise our clients (USA) Inc. and Charlesbank
The lead arrangers in connection with Capital Partners.
on the latest terms and structures in the marketplace. a USD3.7bn debt financing package
for Brookfield Business Partners’ QUALITEST
Our high yield team, comprising more than six partners acquisition of Westinghouse Electric
and 25 associates, has led many of the deals that continue Company, a leading global provider Bridgepoint on the acquisition
to influence the direction of the European high of infrastructure services to the power financing of Qualitest, a provider of
generation industry. software testing and quality
yield market. assurance products.
We also have the ability to execute New York law loan TARSUS GROUP
FLORA FOOD GROUP
financings through both our London and New York teams. Charterhouse Capital Partners on the
public to private financing in relation The mandated lead arrangers on
Our global sector teams bring real commercial insight to Tarsus Group plc, an operator of the senior term loan financing and
high yield financing for KKR’s
to clients across a range of sectors, including Retail, business-to-business exhibitions.
successful acquisition of Unilever’s
Financial Institutions, Private Equity, Energy, baking, cooking and spreads
UNIVERSIDAD ALFONSO
Infrastructure, Life Sciences and TMT. This allows us to X EL SABIO business, Flora Food Group.
bring sector expertise to situations where this knowledge CVC on the senior term loan B and NETS A/S
is vital for the successful completion of the transaction. revolving credit facilities to finance
its partnership with and investment The mandated lead arrangers in
in Universidad Alfonso X El Sabio, relation to the first lien loan facilities
a Spanish private educational in support of the acquisition by
“Regularly mandated on complex services provider. Hellman & Friedman LLC of Nets
A/S, a publicly listed Danish
cross-border transactions by eminent PRESS GANEY
ASSOCIATES, INC.
payment services company.
TDC A/S
lenders, sponsors and borrowers.” The joint lead arrangers and
bookrunners on the large-cap The mandated lead arrangers in
Chambers Global 2020: Banking & Finance U.S. syndicated financing for the relation to the senior loan and notes
acquisition by Ares Management financing in support of the public
Corporation and Leonard Green & bid by Macquarie Infrastructure of
Partners, L.P. of Press Ganey TDC A/S, a publicly listed Danish
telecommunications company.
“Regarded as a leader in the leveraged Associates, Inc., a leading provider of
safety, quality, patient experience and
KCA DEUTAG
finance market... Houses expertise workforce engagement solutions for
healthcare organisations. KCA Deutag on its offering of
USD400m senior secured notes
in transactions spanning the ALTICE LUXEMBOURG S.A. due 2023.
capital structure.” The underwriters on the offering by
Altice Luxembourg S.A. of EUR2.8bn
Chambers UK 2019: Banking & Finance (equivalent) senior notes due 2027.
allenovery.com12 Our Banking practice | At the heart of the world’s financial markets | 2020
Projects, energy and infrastructure
A&O’s Projects group comprises over 70 Our recent experience includes advising:
partners globally and includes some 250
lawyers, advising sponsors, project and ROVUMA LNG NACHTIGAL
Prospective ECA and lenders – HYDROPOWER PLANT
construction companies, governments, in relation to the proposed PPP PROJECT
and lenders on projects and project financings multi-billion dollar Rovuma LNG IBRD on the USD1.3bn
Project in Mozambique. development of the 420MW
around the world. run-of-river hydropower plant
SFR FTTH FIBRE OPTIC PPP project, located on the
We are independently recognised as a global leader NETWORK PROJECT Sanaga River in the central region
in projects, ranked in the top tier in all the The lenders on the USD2.2bn of Cameroon.
major directories and have consistently closed more acquisition of a minority stake in
project finance transactions globally than any other SFR FTTH, a subsidiary of Altice DUMAT AL JANDAL
law firm since 2000. France, for the roll-out of a WIND FARM
fibre-optic network to five million The lenders to a bidder on this
We advise sponsors, governments, construction homes in medium and low density 400MW wind power IPP to be
companies and lenders on projects and project areas of France. located at Dumat Al Jandal in Saudi
financings across energy, infrastructure, mining and Arabia. This is the first wind IPP
GUINEA BAUXITE MINE tender to be conducted under
telecoms throughout the world. We provide our clients PROJECT (GAC) KSA’s National Renewable Energy
with a totally integrated service on all aspects of project The lenders (including, IFC, AfDB, Programme (NREP) and the first
work. Our lawyers win praise for their technical ability EDC and ING) on the USD750m wind project tendered by the newly
as well as their commercial approach and can provide financing of Emirates Global formed Renewable Energy Project
Aluminium’s development of a Development Office (REPDO).
a comprehensive service, including advising on joint
bauxite mine in Guinea,
ventures, project structures (BOT, BOOT, DBFO, together with supporting rail TALARA OIL REFINERY
DBFM, PPP, 3P, PFI and others), conducting legal due and port infrastructure. The lenders on the USD1.3bn
diligence, risk allocation and reviewing the “bankability” capacity expansion of the refinery
of project agreements, financing arrangements (bank and HORNSEA ONE located north of Lima in Peru.
The finance providers to Global Winner of Latin American
bond) and relevant security packages and considerations Downstream Oil and Gas Deal of
Infrastructure Providers of senior
across the globe. bank, ECA and institutional and the Year 2018, IJ Global 2019.
debt and mezzanine debt to
We wrote the book…the recently published (Gareth Price, project finance the acquisition and PORT OF MELBOURNE
David Lee and Graham Vinter) new edition of build out of a 50% interest in the The sponsors in relation to the
Project Finance, a major update to the 2005 classic 1200MW Hornsea One offshore USD1.216bn refinancing of the
Vinter on Project Finance. wind farm developed by Ørsted. Port of Melbourne container port
terminal in Victoria, Australia.
BELGRADE AIRPORT
EBRD, IFC and Proparco on the DUQM REFINERY
Belgrade Airport Project, Serbia. The company on all aspects of the
Winner of European Airports Deal development and financing of a
of the Year 2018, IJ Global 2019. world scale greenfield oil refinery
“Project Finance International JAWA I
project located in the Duqm
Special Economic Zone Oman.
(PFI) has named A&O as Global Export credit agencies and
multilaterals and commercial
This is the largest ever project
financing in Oman.
Law Firm of the Year 2018, lenders in relation to the gas-fired
independent power project in BAPCO REFINERY
highlighting that it has put some Indonesia. This is the first
gas-to-power project in Asia and
The export credit agencies and
lenders to the USD6bn expansion
‘serious distance between itself and winner of APAC Power (Gas) Deal
of the Year 2018, IJ Global 2019.
of the refinery project in Bahrain.
its global competitors’ as it described TRANS ADRIATIC
MINERA
The eleven commercial banks on
A&O as ‘the world’s foremost law PIPELINE AG
TAP on the project which is the
the greenfield desalination plant in
Chile. This is only the second
firm for project finance’.” European leg of the Southern Gas
Corridor. The pipeline will connect
desalination plant to have been
project financed in South America
PFI 2019 to the Trans Anatolian Pipeline at (and we have advised the lenders
the Greece-Turkey border and will on both projects) and is one of the
transport Azeri natural gas to few project finance deals in the
Europe, passing through Greece market with long tenors.
and Albania and then under the
Adriatic Sea to an exit point in Italy.
© Allen & Overy LLP 202013
Real estate finance
Recognised as the market’s leading real estate Our recent experience includes advising:
finance practice, clients have described us as
‘pre-eminent’. We advise the world’s most AN ALTERNATIVE THE SPONSOR
INVESTMENT MANAGER On the USD1.1bn Dubai Parks &
advanced investment banks, specialist real In relation to the acquisition and Resorts financing (including
estate lenders, borrowers, funds and investors capex facilities provided by a Marriott hotel).
global financial institution to
on their most critical and pioneering finance a portfolio of 277 COLONY CAPITAL
transactions. No other practice can match our residential and non-residential On the financing of the
properties in Portugal. acquisition of Continental
depth of experience and unique understanding Property Investments (CPI)
of every aspect of real estate finance in both AEW AND THE and the refinancing of CPI’s
RELATED CONSORTIUM French office and light industrial
domestic and international markets. property portfolio comprising of
On the equity financing
65 assets predominantly located
As financing techniques have evolved, we have grown arrangements and debt financing
in the Paris region, Toulouse and
with them, cementing our reputation for leading arrangements in connection with
the French Riviera.
the acquisition of Innov Tower, a
developments in the market and structuring the most commercial property in
complex deals. Our practice includes advising on large THE STANDARD BANK
Caohejing, Shanghai.
OF SOUTH AFRICA
loan, mezzanine, A/B and preferred equity origination,
A GLOBAL FINANCIAL On a USD21.7m development
loan workouts, securitisation, the formation of real estate and term facilities provided to
investment funds, secondary market debt acquisitions, SERVICES GROUP
Krystal Investments for the
On the acquisition financing of
NPL pool acquisitions, real estate mergers and development and construction
Network Rail’s “arches” portfolio,
acquisitions, joint venture structuring and complex of GM Plaza in Nairobi, Kenya;
the largest landlord to small and
and on the ZAR3.5bn term and
real estate acquisitions. medium enterprise business in
revolving credit facility for Steyn
the UK.
Our international footprint and depth of resource is City Properties.
backed up by our experience. Allen & Overy has been THE LENDERS THE ARRANGERS
involved in the real estate finance market since its On the Gazeley logistics portfolios. AND LENDERS
inception and boasts uniquely strong practices in On the financing, with a volume of
Europe, the U.S. and Asia Pacific. With Real Estate A GLOBAL FINANCIAL
around EUR1.7bn, in connection
SERVICES GROUP
finance specialists based throughout our global office with the acquisition of OfficeFirst
As mandated arrangers of the Immobilien AG (Office First)
network, we offer our clients a truly integrated service. senior bonds on a bespoke real by Blackstone. It has been
estate bond financing for a the largest acquisition of office
consortium of buyers through its properties and the largest
special purpose vehicle, C.H.M.T. acquisition financing in Europe
A&O is praised for it’s “exceptional Peaceful Development Asia
Property Limited. The deal won
in the past ten years.
real estate finance offering,” and Debt Market Deal of the Year from
Asian Legal Business Hong Kong
A GLOBAL FINANCIAL
SERVICES GROUP
it’s ability to “develop pragmatic Law Awards 2018 and
Real Estate Deal of the Year from
In connection with an acquisition
financing for KKR managed funds
solutions under time pressure, China Business Law Journal 2018.
of four hotels in Ibiza and
Mallorca (Spain).
even in complicated situations”. LANDESBANK
BADEN-WÜRTTEMBERG
VIVA ENERGY
Chambers Europe 2020: Real Estate Finance On the EUR1.1bn re-financing AUSTRALIA PTY LTD
Potsdamer Platz in Berlin.
On U.S. securities law matters in
IGIS ASSET connection with the AUD911m
“They are a fantastic firm that MANAGEMENT AND HANA
initial public offering by Viva
Energy REIT, a newly established
FINANCIAL INVESTMENT
always delivers a top-notch service... On the acquisition and financing
real estate investment trust
housing 425 petrol retail outlets
of the acquisition of the Frankfurt
The authoritative firm for real “Trianon” high-rise building from
under Shell and Coles Express
branding. The deal was awarded
U.S. investor. “Equity Market Deal of the Year”
estate finance.” at The Australasian Law
SCB Awards 2017.
Chambers UK 2020: Real Estate Finance
As arranger on a USD1.5bn
syndicated facility for Atlantis,
the Palm Dubai.
allenovery.com14 Our Banking practice | At the heart of the world’s financial markets | 2020
Restructuring
Our unrivalled restructuring and insolvency Our recent experience includes advising:
team, with more than 150 lawyers specialising
O.W. BUNKER SEA TRUCKS
in restructuring in over 40 offices globally, The security agent and receivers GROUP LIMITED
is truly world class. in relation to the collapse of the On the restructuring of their
O.W. Bunker group (at that time, financial indebtedness under
With such an extensive and dedicated team, we advise the world’s largest supplier of ship several series of secured bonds.
on the largest and most complex restructurings, and pride bunkers) in November 2014,
ourselves on providing pioneering solutions as well as involving over 1,000 arbitrations to BARTEC /
collect payments over USD850m PROJECT SALUTEM
delivering real commercial results. We specialise in from customers, arresting
cross-border restructurings and insolvencies, utilising the Commerzbank in its capacity as
almost 200 vessels, liaising with
facility agent upon its resignation
full range of international options including U.S. Chapter insolvency officeholders in 23
and replacement with GLAS
11 reorganisations, UK schemes of arrangement, sets of insolvency proceedings
following instructions to this effect
in 12 jurisdictions.
pre-packaged sales and debt for equity swaps. from the majority lenders. This
involved co-ordinating with local
Our expertise covers advice on contingency THOMAS COOK
counsel regarding the transfer of
planning, debt restructuring and reschedulings, The RCF Lenders in relation to security in 10 jurisdictions.
the GBP1.8bn restructuring and
distressed acquisitions/sales, credit bidding, formal liquidation of the Thomas Cook A DISTRESSED
insolvency proceedings, out-of-court refinancings and Group. Thomas Cook is a DEBT FUND
distressed debt trading. We advise lenders and investors global travel group operating in
Europe that was placed into In connection with the acquisition
at all levels of the capital structure as well as corporates/ of the senior loan out of the
compulsory liquidation on
directors, central banks, insolvency officeholders/trustees 23 September 2019. MESDAG Delta securitisation
and government institutions. We work closely with structure and the subsequent
specialists in related practice areas including finance, STEINHOFF enforcement proceedings against
the underlying borrower.
corporate, real estate, employment, pensions, tax, The co-ordinating committee of
environment, regulatory, capital markets and litigation to creditors and facility agents and THE LENDERS
the security agent of Steinhoff
provide our clients with a seamless and integrated service. Europe AG in relation to the On the refinancing and debt
EUR9.6bn restructuring of the restructuring of Interserve, the
Steinhoff group. The restructuring international support services and
included a US Chapter 11, construction group.
an English scheme of
arrangement, COMI shifting two CHINA DEVELOPMENT
companies from Austria to the BANK
“The strengths of Allen & Overy UK, a corporate reorganisation,
two inter-conditional English
As creditors of the Suntech Power
group. The transaction involved an
are their good understanding of our company voluntary arrangements
and a CVA challenge.
onshore restructuring under
domestic PRC law, an on-going
commercial considerations and sound LIBERTY INDUSTRIES
offshore liquidation and a
consensual restructuring in
co-ordination amongst their offices FRANCE
The CoCom, Lenders and Agent
connection with the client’s
exposures to European
across various jurisdictions.” in relation to the restructuring of
the USD330m senior secured
subsidiaries. Suntech is the
world’s largest producer of solar
Chambers Europe 2020: Restructuring facilities. Liberty Aluminium panels with worldwide operations.
Dunkerque is the largest primary The collapse of Suntech was a
aluminium smelter in Europe. major event that triggered
insolvency proceedings in
“One of the best firms for BEACON
The CoCom in relation to the
multiple jurisdictions.
THE AGENT AND
restructuring at the moment, restructuring (and eventual debt
transfer) of a USD750m Global
STEERING COMMITTEE
with its very deep bench.” Borrowing Base Facility of the
group whose parent company is
On the successful restructuring of
Vinashin. This was the first
Chambers Global 2019: Restructuring Aegean Marine Petroleum restructuring of a key state owned
Network Inc, a company enterprise in Vietnam and was
incorporated in the Marshall achieved through the ground
Islands and trading in Greece. breaking use of an English
scheme of arrangement.
© Allen & Overy LLP 202015
Trade, commodities and export finance
With the recent drop in oil prices, Our recent experience includes advising:
geopolitical tensions and returning volatility,
A CONSORTIUM NAFTOGAZ
the commodities markets are going through
On the development of the The mandated lead arrangers
turbulent changes. In addition, commodities pioneering blockchain-based, on the USD500m World Bank-
finance documentation and security structures multi-jurisdictional commodity
trade and finance platform known
guaranteed Gas Supply Security
Facility in favour of Naftogaz of
are becoming increasingly complex, whilst stricter as Forcefield. Forcefield, is being Ukraine, financing spot purchases
launched by a consortium from the international gas markets
regulatory regimes pose further challenges. comprised of Accenture, ABN by Naftogaz. GTR Trade Finance
Amro, Anglo American, CMST Awards Best Deal – Trade Finance
A&O’s Trade, Commodities and Export Finance team
International, Hartree Partners, ING Awards 2018 – Winner.
can translate complexity and the increased scrutiny of Bank, Mercuria and OCBC Bank
security structures into practical and efficient solutions. amongst others. GUNVOR
Our in-depth knowledge of the sector and track record A syndicate of banks on USD615m
A EUROPEAN BANK Off-BalanceSheet Instruments
in documenting trade and commodity financings,
On a new and innovative supply revolving credit facilities for
and our litigators’ experience of advising on a large chain finance structure. Gunvor Group Ltd, arranged by
number of disputes in the trade, commodities and ABN AMROBank and ING Bank.
export sector allows us to identify and solve any issues AN INTERNATIONAL BANK
On various bilateral prepayment ABC INCO
upfront, providing clients with both practical and
facilities for a major trader including Banco Rabobank International
commercial advice. in respect of copper and cobalt. Brasil S.A. as lead arranger and
administrative agent on the
Whether trading in physical commodities or commodity AN INTERNATIONAL BANK USD140m soybeans and soy
derivatives, using commodities to generate cash flows On a USD550m facility agreement by-products pre-export financing
within Shari’a-compliant financings, entering into a for Mercuria Energy Trading S.A. extended to ABC Indústria e
commodities financing, or structuring a complex Comércio S/A – ABC Inco,
A CONSORTIUM OF a Brazilian soybean producer
commodities arbitrage transaction, there are a plethora SIX BANKS and crusher. The facility will be
of diverse legal issues to consider – from documentation On a USD470m commodity guaranteed by Algar Agroalimentar
to credit mitigation and from regulatory approvals to securitisation issued by Trafigura S.A. Global Trade Review Best
reputational issues. At Allen & Overy, we bring our Commodities Funding Pte Ltd, Deal of the Year.
expertise in each legal discipline under one product a non-recourse, stand-alone
A GLOBAL FINANCIAL
special purpose vehicle launched
umbrella to offer our clients a seamless solution. by Trafigura Pte Ltd. Commodity INSTITUTION
Trading Company Deal of the year – On three complex oil monetisation
TXF Perfect 10 Awards 2018 transactions that provided working
WE CAN ADVISE ON THE GTR Trade Finance Awards. capital solutions to several oil
FOLLOWING SPECIALISMS Best Deal – Trade Finance Awards refineries (including the Heide
2018 – Winner. Refinery in Germany and the Tesoro
Export credit agency-backed financing refinery in Hawaii) on ISDA terms.
STANDARD CHARTERED
Pre-export financing and prepayment facilities
AND SOCIÉTÉ GÉNÉRALE
Reserves-based lending As arrangers on the financing to
Borrowing base lending support the acquisition of Fertilizers
and Inputs Holding by Helios
Corporate financing Investment Partners. Fertilizers and
Structured commodity finance Inputs Holding carries out Louis
Dreyfus Company’s Africa-based
Commodity derivatives
fertilisers and inputs operations,
Regulatory advice distributing fertilisers, crop protection
products, seeds and industrial
Dispute resolution/litigation
chemicals throughout Angola,
Burkina Faso, Cameroon, Ivory
Coast, Madagascar, Mali and
Senegal. The financing combines a
number of leveraged finance and
trade finance techniques in order to
provide acquisition financing as well
Best Trade Finance Law Firm as ongoing working capital financing
for the business. Commodity
Trade Finance Global Awards, 2020 Acquisition Finance Deal of the Year
– TXF Perfect 10 Awards 2018.
allenovery.comFOR MORE INFORMATION, PLEASE CONTACT:
Philip Bowden Vicki Liu
Partner – London Partner – Hong Kong
Tel +44 20 3088 2511 Tel +852 2974 7027
GLOBAL PRESENCE
Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in over 40 offices worldwide.
Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales
with registered number OC306763. Allen & Overy (Holdings) Limited is a limited company registered in England and Wales with registered number 07462870.
Allen & Overy LLP and Allen & Overy (Holdings) Limited are authorised and regulated by the Solicitors Regulation Authority of England and Wales.
The term partner is used to refer to a member of Allen & Overy LLP or a director of Allen & Overy (Holdings) Limited or, in either case, an employee or
consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings.
A list of the members of Allen & Overy LLP and of the non-members who are designated as partners, and a list of the directors of Allen & Overy
(Holdings) Limited, is open to inspection at our registered office at One Bishops Square, London E1 6AD.
UK
© Allen & Overy LLP 2020. This document is for general guidance only and does not constitute definitive advice.
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