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8/16/2019 Our Banking Practice Brochure
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www.allenovery.com
Our Banking practice – at the heart
of the world’s nancial markets2015
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© Allen & Overy LLP 2015
Our Banking practice – at the heart of the world’s nancial markets | 20152
Leveraged
Finance
Asset
Finance
Restructuring
Asset
Management
Projects,
Energy andInfrastructure
Corporate
Lending
Real Estate
Finance
Our Banking practice
With over 700 lawyers worldwide, we have one of the largest and most
international teams of banking lawyers of any global law rm. Few practices
can match our top-tier position across the full range of nancial products.
With such a deep team and global reach, international and industry-leading
‘rst-of-a-kind’ transactions are our hallmark. We have been instrumental in
nearly all the major developments in the modern nancial markets.
The past few years have been the most challenging in the history of the
international nancial markets and have required fresh thinking as the markets
adjust to continually changing economic, political and regulatory conditions.
Renowned for our intellectual rigour, our banking lawyers draw on in-depthproduct expertise and regularly work alongside our regulatory, litigation,
restructuring and other specialists – particularly important in light of
recent market conditions – to develop innovative solutions for our clients,
often incorporating complex nancing techniques that lead the industry.
That is why over 800 corporate and nancial institution participants in the
nancial markets entrust us with the full range of their domestic and
cross-border transactions.
Although the work of each group is distinct, the complex, cross-border
nature of many of the transactions we act on means that there is also a
great deal of collaboration between groups.
“They have good strength anddepth across the law rm
and in various jurisdictions.”
Chambers Global 2015
Trade,
Commodities
and Export
Finance
Our Banking practice is split into nine product lines. These are:
Financial
ServicesRegulatory
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Top-ranking Banking practice
Source: Thomson Reuters Syndicated Loans EMEA Legal Advisers Review 2014
Allen & Overy has again emerged as the clear leader in the global projects market. The project nance league tables
for 2014 show us ranked 1st by both value and volume of deals advised on according to all key industry publications.
We were also ranked rst in Project Finance International’s Legal Survey of rms that advised on transactions with
a value of USD500m or above.
DEALOGIC
Rank Legal Adviser Value (USDm) No. of deals
1 Allen & Overy 34,018 78
2 Latham & Watkins 21,275 52
3 Herbert Smith Freehils 17,141 51
IJ GLOBAL
Rank Legal Adviser Value (USDm) No. of deals
1 Allen & Overy 71,614 62
2 Clifford Chance 37,757 56
3 Norton Rose Fulbright 15,660 47
INFRASTRUCTURE INVESTOR
Rank Legal Adviser Value (USDm) No. of deals
1 Allen & Overy 31,541 89
2 Ashurst 26,539 76
3 Clifford Chance 17,476 53
THOMSON REUTERS EMEA BORROWER ADVISER 2014
Rank Adviser Proceeds (USD bn) No. of deals
1 Allen & Overy 146,919 91
2 Clifford Chance 41,846 32
3 Slaughter & May 40,075 27
THOMSON REUTERS EMEA LENDER ADVISER 2014
Rank Adviser Proceeds (USD bn) No. of deals
1 Allen & Overy 228,345 218
2 Clifford Chance 167,963 110
3 Linklaters 45,877 35
BLOOMBERG EMEA LENDER ADVISER 2014
Rank Adviser Proceeds (USD bn) No. of deals
1 Allen & Overy 175,478 163
2 Clifford Chance 160,688 135
3 Linklaters 53,574 31
BLOOMBERG EMEA BORROWER ADVISER 2014
Rank Adviser Proceeds (USD bn) No. of deals
1 Allen & Overy 134,283 76
2 Clifford Chance 46,198 33
3 Slaughter & May 40,058 27
INFRANEWS
Rank Legal Adviser Value (USDm) No. of deals
1 Allen & Overy 42,724 67
2 Clifford Chance 36,786 54
3 Ashurst 34,751 40
2014 global project nance league tables
2014 syndicated lending league tables Allen & Overy has once again emerged as the clear leader in syndicated lending for EMEA, according to the latest
data from Thomson Reuters and Bloomberg. We advised both borrowers and lenders on more deals by value and
volume than any other law rm in 2014.
For the fourth year running, we have been ranked rst by Thomson Reuters, acting on 59 more deals for borrowers
and 108 more deals for lenders in EMEA than any other rm. We now account for almost 11.9% of the borrower
side market by value and 18.6% of the lender side market by value.
Bloomberg’s inaugural EMEA Loans Legal Advisor League Tables reinforce our position in the market: according to
their data, we account for almost 36% of the borrower side market and 33% of the lender side market.
Source: Bloomberg EMEA Loans Legal Adviser League Tables 2014
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British Airways
British Airways on the rst Enhanced
Equipment Trust Certicate (EETC) transaction
for a non-American airline and also the rst
to incorporate Japanese Operating Leases.
Most Innovative Deal of the Year,
Airnance Journal Awards 2014.
Yamal LNG
Yamal on the LNG shipping aspects of its project
to transport LNG from its plant in Sabetta on the
Yamal Peninsula in Arctic Russia (currently under
construction) to Asia and Europe.
Scorpio Tankers
Korean Export Import Bank (KEXIM) and DNBBank in pioneering the use of a new structure
which saw the very rst ECA-backed capital
markets bond in the shipping sector. Combined
with debt funding to value the total deal at
USD300 million the proceeds were used to
nance 18 new specialist product tankers.
Structured Finance and Securitisation Deal of
the Year, IFLR 2015 Americas Awards.
Aldus Aviation Limited
The issuer in an asset-backed securitisation
in respect of an all Embraer regional aircraft
portfolio – the second ABS to be issued on an
all Embraer eet. The USD540m proceeds will
be used to renance 30 Embraer regional
aircraft on lease to 11 airlines.
Falko Regional Aircraft Limited
Falko Regional Aircraft Limited on a range of
aircraft acquisitions and leasing transactions.
These include the purchase of new aircraft from
Bombardier, a portfolio of mid-life aircraft from
SAS and Augsburg Airways and operating
lease transactions with airlines including Adria
Airways, Borajet, Cobham Aviation and Volotea.
Emirates
Emirates on its USD1 billion amortising Sukuk.
Middle East Deal of the Year, Airnance Journal
Awards 2014.
Avianca
Avianca on its 15 ATR 72-600 purchase and
the rst transaction to take advantage of
Coface’s ability to offer guarantees on ATR
aircraft purchases. Regional Jet/Turboprop Dealof the Year, Airnance Journal Awards 2014.
Puerto Rico Electric Power
Authority (PREPA)
PREPA on its landmark Aguirre GasPort Project
with Houston-based Excelerate Energy for the
chartering of a oating storage and regasication
unit (FSRU) and construction and operation of
an offshore gasport terminal (for the berthing
of the FSRU and the reception and transfer
of LNG from a wide array of LNG carriers)
and pipeline (for receipt of natural gas off theFSRU and delivery into PREPA’s Aguirre power
plant). The conversion of PREPA’s power plant
to dual (and cleaner) fuel follows new airpermit requirements of the Environmental
Protection Agency.
Spanish Operating Lease
A syndicate of banks utilising a Spanish
Operating Lease for the rst time on a new
asset class (offshore wind turbine installation
vessels). Leasing Deal of the Year,
Marine Money Offshore Awards 2013.
Asset nance
The Asset Finance team has extensive experience advising on transactions in all
sectors of the asset nance industry. Our client base includes banks, nanciers,
airlines, lessors, manufacturers, captive nance companies, operators, borrowers,
lessees, export credit agencies and governmental and international organisations.
We advise on both domestic and cross-border asset nancings, including all
types of debt, lease (both tax and non-tax-based) and capital-markets-driven products,
securitisations, receivables nancings, vendor programmes and retail nance. The team
advises on the sale and purchase of leasing companies and portfolios and the structuring
of regional and global leasing business networks. We also advise on aircraft
repossessions and airline and ship restructurings and insolvencies.
We cover all types of vessel and oshore installations, including LNG carriers, container
ships, FPSOs, drill ships/drilling rigs, tankers, VLCCs, cruise ships and luxury yachts.
We advise on all types of aircraft (including helicopter) nancing; this includes all types
of pre- and post-delivery nancings, ECA-backed nancing, capital-markets-backed
nancings, the sale and purchase of new and used aircraft, and structured nancing,
as well as on general aviation matters such as regulatory and maintenance. We also
advise on all types of domestic and cross-border asset nancings, including rail,
power plants, wind farms, transmission lines, water treatment facilities, pipelines,
vehicle eets, bridges, tunnels, oce buildings, retail facilities, manufacturing
plants, mining equipment, lms, satellites and computer and other technology
hardware and software.
“They are truly global, with
a big footprint in thecommon law jurisdictions
including the USA, and astrong diverse network.”
Chambers Global 2014
“‘Exceptionally strong teamand with a great breadthof work to draw upon’.”
Chambers UK 2014
“‘World class on
all counts’.”
Legal 500 UK 2013
Our recent experience includes advising:
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Asset management
Our team advises asset managers, institutional investors and investment funds on
legal, regulatory and tax matters. Areas of expertise include establishing both private
and listed funds, negotiating investment management documentation, and creating
bespoke investment platforms.
We work across all the major asset classes, drawing on the support of our sector
teams in areas such as infrastructure, private equity and real estate. To ensure our
clients receive support across the full lifecycle of their funds we work closely with
our colleagues in our Corporate Finance, Banking, Capital Markets and Litigation
teams and can advise on the acquisition and disposal of underlying assets or fund
interests, the use of innovative funding techniques and the resolution of anydisputes between managers and investors.
With over 75 experts across our oce network we cover all the world’s principal
nancial markets. We are able to oer our clients expertise in the key regions,
with teams in the U.S. and UK, Luxembourg and the other main European nancial
centres. In addition we have invested to expand our teams in the Middle East,
Asia and Australia and have strong working relationships with local law rms in
the key oshore jurisdictions for fund formation.
The asset management industry is going through a period of change as a result of
the increasing overlap between the alternative investment sector and the traditional
retail long-only sector. Investment strategies are evolving due to new regulationsand the opportunities arising from the changes taking place in the banking sector.
The international nature of the team makes us very well placed to advise on the
cross-border impact of regulations and current proposals aecting the industry,
from the Dodd-Frank Act in the U.S. to the Alternative Investment Fund Manager’s
Directive in the EU and the Asian Region Funds Passport proposals.
“Operates on a globalbasis, notably acting
on numerous fundsin emerging marketslike CEE andLatin America.”Chambers UK 2015
Private equity and hedge funds
CQS on the establishment of a number ofhedge funds.
Infrastructure funds
IFC Asset Management on the establishment
of its Global Infrastructure Fund.
Real estate funds
Henderson Global Investors on theestablishment of its European Outlet Mall Fund.
Institutional investors
Six development nance institutions on their
investment in a private equity fund investing in
North Africa.
Debt funds
GE Corporate Finance Bank on theestablishment of a leveraged loan fund
for European investments.
Regulatory advice
A global alternative investment manager on
regulatory issues related to compliance with the
U.S. Investment Advisers Act (the ‘40 Act’).
Our recent experience includes advising:
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© Allen & Overy LLP 2015
Our Banking practice – at the heart of the world’s nancial markets | 20156
Rio Tinto
HSBC Bank and a 28-bank syndicate on
the USD7.5bn revolving credit facility for
the Rio Tinto Group.
GDF Suez
GDF Suez as borrower on a EUR5bn
renancing of existing syndicated facilities.
SonangolStandard Chartered Bank as mandated lead
arranger on a USD2.5bn syndicated debt
facility for Sonangol.
Fiat
Citi on a EUR2bn revolving credit facility for
SpA Fiat. The facility involved a syndicate of
19 banks.
Babcock
Lloyds as arranger of a bridge facility and
arranger and underwriter of a backstop facility
totalling GBP1.4bn on the acquisition byBabcock International Group PLC of Avincis
Mission Services.
Shuanghui’s acquisition of
Smithfeld Foods
Bank of China, Rabobank, Crédit Agricole,
DBS, Natixis, RBS, Standard Chartered
and ICBC on the USD4bn debt nancing
for Shuanghui’s acquisition of Smitheld Foods,
the world’s largest pork producer. This acquisition
was the largest ever Chinese takeover of a U.S.
company at the date of announcement.
Carnival plc andCarnival Corporation
RBS as mandated lead arranger, active
bookrunner and documentation agent on
a syndicated USD2.8bn multi-currency
amend and extend of existing syndicated
facilities for Carnival plc and Carnival
Corporation as borrowers.
Pearson refnancing
A syndicate of banks on a USD1.75bn
renancing of a revolving credit facility for
Pearson plc.
Xiaomi
Xiaomi on its debut USD1bn syndicated
loan facility.
Dangote
The syndicate, led by Standard Chartered Bank
as the global coordinator, and Nigeria’s
Guaranty Trust Bank PLC as the local
coordinator, on the USD3.3bn nancing to
Dangote Industries Limited, part of the Dangote
Group. The nancing was the rst of its kind
and size in Nigeria.
ZF Friedrichshafen AG/ TRW
Automotive Holdings Corp.
Citigroup Global Markets Limited and
Deutsche Bank AG as arrangers of the
nancing in connection with the acquisition
by ZF Friedrichshafen AG of TRW Automotive
Holdings Corporation.
Bayer AG and Bayer World
Investments B.V.
Bayer AG and Bayer World Investments B.V.
with regard to a syndicated loan provided by
Bank of America, N.A., BNP Paribas and
Mizuho Bank, Ltd., bridging the nancing of the
acquisition of Merck & Co. Inc.’s consumer care
business by Bayer AG for a purchase price of
USD142bn (EUR10.4bn).
Corporate lending
Our global Corporate Lending practice is widely recognised as the market leader.
The practice consistently advises on many of the top ten syndicated loans
globally, further conrming our dominance as lead legal adviser in the ‘super-jumbo’
investment grade debt and equity nancing markets. Both bank and borrower
clients continue to seek out Allen & Overy for complex nance solutions to
access liquidity in today’s marketplace.
The practice oers exceptional market knowledge, built from a broad client
base and extensive experience on big-ticket, cross-border deals. We have
experience ranging from plain vanilla bilaterals to multi-billion dollar facilities
with multiple lenders.
The global lending markets have changed, and deals today demand a
broad mix of nance capabilities. Our corporate nance solutions oering
includes an interdisciplinary team of lawyers from our Corporate Lending,
Capital Markets, Corporate and Restructuring teams. As a result, our coverage
spans the spectrum of debt products, including a number of hybrid nance
options such as bank/bond structures, high-yield, LBOs, margin loans,
IPOs and forward-start/renancing facilities, among others. The team has also
advised on a number of rsts in the emerging markets, including advising on
several of the biggest nancings in emerging market jurisdictions to date.
“They are top calibre –
very deep bench, provide avery good service and Ihaven't come across a single
person there that doesn'timpress me.”
Chambers Global 2015
Our recent experience includes advising:
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Financial services regulatory
The increasingly international nature of nancial services regulation
necessitates an international approach to compliance. With over 80 experts
across our oce network we cover all of the world’s principal nancial markets.
We are able to oer our clients expertise in the key regions, from our U.S.
Regulatory practice led from our New York and Washington, D.C. oces, to
a full-service coverage of the key European jurisdictions. Our well-established
oces in the Middle East and Asia Pacic have also been involved in setting up
many of the regulatory systems that exist in those regions today.
The expanding scope and remit of nancial regulations requires expert advice
that demonstrates a detailed knowledge across a wide range of products and
services, as well as an understanding of how nancial institutions can best
structure their operations. We advise many of the world’s leading nancial
institutions and we have invested in building a large team that can cover a
greater scope of regulations than our competitors. Areas we advise on include
asset-management regulation, bank reform, capital and liquidity requirements,
custody and prime brokerage agreements, changes to derivatives markets,
conduct of business rules, and recovery and resolution planning.
Our team oers clients extensive regulatory experience and it leads thinking
on regulatory developments, helping clients in lobbying on, planning for,
and implementing, changes as they occur. By maintaining day-to-day contact
with regulators and industry bodies we are able to proactively advise our clients
on the direction of reform and help them structure their business and activities
to gain commercial and strategic advantages. As a global practice we can also
demonstrate how national and international regulations may complement or
conict with each other to help our clients respond to regulatory change.
“Maintains its
position as a marketleader in complexmulti-jurisdictionalmatters.”Chambers UK 2015
Capital and liquidity
The Co-operative Group and The Co-operative
Bank on the recapitalisation plan for the bank
which involves a consensual bail-in, the rst
of its kind in the UK, and other capital-
raising initiatives.
Derivatives and clearing
ISDA and the FOA (and their member
institutions) on the development of standard
European documentation for the clearing of
nancial instruments on behalf of clients.
Bank reform
HSBC on the requirements to ring-fence its
retail banking operations.
Recovery and resolution planning
HM Treasury on the impact of the bail-out of
Cyprus by the EC, ECB and IMF on UK
depositors at Laiki (Cyprus Popular) Bank’s UK
branch, and on options for how the UK branch
should be dealt with in resolution.
Multi-jurisdictional surveys
The Bank of Nova Scotia on reviewing the
legal and regulatory requirements relating
to the marketing and provision of nancial
products and services across 11 Asia
Pacic jurisdictions.
U.S. regulation
Over two dozen of the world’s largest non-U.S.
banks on the proposed “Volcker Rule”,
including writing ve separate comment letters
to the federal agencies on the proposal.
Our recent experience includes advising:
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Ziggo/Liberty Global
The arrangers on the term loan facilities andhigh yield bridge facility for the nancing of
Liberty Global’s cash and stock bid for the
Ziggo group.
Iceland Foods
Iceland Foods on the renancing of its
facilities with an all-high-yield bond structure
with a super senior revolving credit facility.
Parex/CVC
Credit Suisse, BNP Paribas, Deutsche Bank
and UBS as arrangers on the super senior
revolving credit facility and related senior
secured notes in connection with the
acquisition by CVC of Parex Group.
Essar Energy PLC
VTB Capital PLC on the USD750m
acquisition nancing for the take-private of
Essar Energy PLC.
Unit 4/Advent
On the corporate and nancing aspects of
Advent International’s public-to-private
acquisition of UNIT4 N.V. The debt nancing
consisted of EUR65m senior and second
lien facilities.
Vue Entertainment
OMERS Private Equity and AIMCo on theiracquisition of Vue Entertainment International
Limited and its subsidiaries.
CNOOC/Nexen fnancing
China National Offshore Oil Corporation
(CNOOC) on the USD6bn club deal nancing
(guaranteed by CNOOC Limited) for CNOOC
Canada’s acquisition of Nexen, which is China’s
largest ever foreign takeover as of 2013.
In 2014, the deal was recognised as
‘Deal of the Year’ by Finance Asia and as
‘Syndicated Acquisition Finance Deal of the Year’
in the APLMA Syndicated Loan Awards.
Thai Union Frozen Products
Public Company Limited
Thai Union Frozen Products Public Company
Limited on its USD1.51bn acquisition of
Bumble Bee Seafoods from private equity rm
Lion Capital.
Scandlines/3i
Financing to support 3i’s bid for Scandlines.
KCA Deutag/Pamplona
KCA Deutag on the issuance of new senior
secured notes and a NY law term loan B.
IDC Salud/CVC
IDC Salud and its majority shareholder CVC onthe nancing of its acquisition of Quiron.
Fresenius SE &Co KGaA
and Fresenius Medical Care &
Co. KGaA
Long-time U.S. counsel in connection with their
nancing activities, including Fresenius SE &
Co. KGaA, as borrower, in 2012, 2013 and
2014 in connection with the nancing for its
acquisition of German hospital operator
Rhoen-Klinikum AG for approximately
EUR3.1bn.
Leveraged nance
We are one of the leading leveraged nance practices in the market,
known for groundbreaking deals and structures that eventually become market
standards. Thanks to our network, we can combine a multi-jurisdictional
Leveraged Debt team with an extensive European and U.S. Capital Markets
practice. This enables us to provide our clients with a full service for senior,
second-lien, mezzanine and PIK debt, bridge-to-bond nancings, bank/bond
nancings, high-yield debt oerings, securitisation take-outs, and debt buy-
backs and restructurings.
Our sector knowledge and understanding of our clients’ business objectives
makes us able to provide legal advice that truly meets those aims within the
context of the overall rationale for the debt package. Lenders and borrowers
alike need to be able to structure deals in ways that suit market conditions.
Our lawyers can advise on any form of leveraged nancing that our clients
choose to undertake. We also work in close conjunction with our Corporate
practice providing debt advice to acquiring borrowers and private equity investors.
“Highly regarded foracting on the side oflenders and borrowersin leveraged finance.”
Chambers Global 2014
Our recent experience includes advising:
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Projects, energy and infrastructure
Allen & Overy’ s Projects group comprises over 70 partners globally and includes
some 250 lawyers, advising sponsors, project and construction companies,
governments, and lenders on projects and project nancings around the world.
We are independently recognised as a global leader in projects. We are ranked in
the top tier in all the major directories and have consistently closed more project
nance transactions globally than any other law rm since 2000.
We advise sponsors, governments, construction companies and lenders on
projects and project nancings across energy, infrastructure, mining and telecoms
throughout the world. We provide our clients with a totally integrated service on all
aspects of project work. Our lawyers win praise for their technical ability as well as
their commercial approach and can provide a comprehensive service, includingadvising on joint ventures, project structures (BOT, BOOT, DBFO, DBFM, PPP,
3P, PFI and others), conducting legal due diligence, risk allocation and reviewing
the “bankability” of project agreements, nancing arrangements (bank and bond)
and relevant security packages and considerations across the globe.
Ichthys LNG
Ichthys LNG Pty and the joint venture partners on
the development and nancing of the integratedIchthys LNG project. The nancing was USD20bn
and is the largest project nancing in history.
The total project is worth USD34bn.
Georges Besse II
Areva on the limited recourse nancing for
SET (Société d’Enrichissement du Tricastin),
which owns and runs the Georges Besse II
uranium enrichment plant in Tricastin,
southwest France, the rst centrifuge-based
enrichment plant in France.
A11 Highway
Participatie Maatschappij Vlaanderen (PMV),
a Flemish governmental entity responsible
for promoting PPP, on two major road PPPs
(DBFM projects) involving the A11 in Bruges
and the North-South link in Limburg, Belgium.
Goethals Bridge
The Port Authority of New York & New Jersey on
its USD2bn procurement of the replacement of
the Goethals Bridge replacement PPP project.
Gemini Offshore Wind Park
The lenders’ consortium with parties from
North America, Asia and Europe, on theEUR2.8bn nancing of the 600MW Gemini
Offshore Wind Park, the largest-ever
European offshore wind nancing.
Roy Hill Iron Ore Project
The export credit agencies and commercial
lenders on the USD10bn project nancingof the integrated Roy Hill iron ore project,
the world's largest ever project nancing in
the mining sector.
Kpone Independent
Power Project
A sponsor on the development, construction
and nancing of a 340MW CCGT Kpone IPP
in Tema, Ghana.
Lake Turkana Wind Power Project
The sponsor on the EUR623m development of a
310MW wind farm, located at Lake Turkana WindPower Project in northern Kenya.
Mersin Port
The joint lead managers on the renancing
of Mersin Port in Turkey, which involved a
Rule 144A/Reg S USD450m senior unsecured
bond issued by Mersin International Port,
sold to investors in Europe, the U.S. and Asia.
This is the rst infrastructure/project bond
in Turkey.
Waad al-Shamal Project
The lenders (including K-Exim, K-Sure, PIF, the
Islamic nancers and conventional banks) to a joint venture of Ma’aden, Sabic and Mosaic on
the USD7.775bn Waad al-Shamal fertiliser, port,
mining and petrochemical project in Saudi Arabia.
Brussels Airport
Brussels Airport on its recent EUR1.65bn
renancing and internal corporate restructuring. The renancing of the existing facilities, which
were due to mature in 2014, was achieved
through a combination of senior bank debt and
a listed bond issuance.
Donggi-Senoro LNG Plant
The consortium on the USD2.8bn development
of a liqueed natural gas (LNG) plant at Senoro
in Central Sulawesi, Indonesia.
Freeport LNG
IFM Investors PTY. Ltd. on its USD1.32bn debt
nancing of a holding company making an equityinvestment in connection with the development
and construction of a natural gas liquefaction and
LNG loading facility on Quintana Island near
Freeport, Texas and as an equity investor in
the second train of the Freeport LNG project.
Vinh Tan
The lenders and export credit agencies on the
USD1.74bn development of a 1,200MW
(2x600MW) coal-red power station project in
Vietnam (Vinh Tan 1 Thermal Power Plant PPP).
“‘They’re very good to dealwith – they’re knowledgeable, good at sorting out technical problems and nding
solutions and helping usmanage the project to close’.”
Chambers UK 2015
Our recent experience includes advising:
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Our Banking practice – at the heart of the world’s nancial markets | 201510
Real estate nance
Recognised as the market’s leading real estate nance practice, clients have
described us as ‘pre-eminent’. We advise the world’s most advanced investment
banks, specialist real estate lenders, borrowers, funds and investors on their
most critical and pioneering transactions. No other practice can match our
depth of experience and unique understanding of every aspect of real estate
nance in both domestic and international markets.
As nancing techniques have evolved, we have evolved with them, cementing
our reputation for leading developments in the market and structuring the
most complex deals. Our practice includes advising on large loan, mezzanine,
A/B and preferred equity origination, loan workouts, securitisation,
the formation of real estate investment funds, secondary market debt
acquisitions, NPL pool acquisitions, real estate mergers and acquisitions,
joint venture structuring and complex real estate acquisitions.
Our international footprint and depth of resource is backed up by our
experience. Allen & Overy has been involved in the real estate nance market
since its inception and boasts uniquely strong practices in Europe, the U.S. and
Asia Pacic. With over 90 partners in our global oce network specialising in
real estate nance, we oer our clients a truly integrated service.
“They’re outstanding.It’s a combination of strongtechnical expertise and theability to be commercialand pragmatic.”
Chambers UK 2015
“They are the type of lawyers you want on your side forbig, complicated deals.”
Chambers USA 2014
“One of the most integrated
teams in the market.”
Chambers Europe 2014
GE Real Estate Loans Limited
GE Real Estate Loans Limited in connection
with a c.EUR770m facility to nance the
acquisition of the Project Tower portfolio of
loans from NAMA by Blackstone Real Estate
Partners. This deal is Blackstone and GE’s rst
‘loan on loan’ nancing in the European market.
ARC Realty Finance Trust
ARC Realty Finance Trust on a USD150m
commercial mortgage loan repurchase creditfacility for an afliate of ARC Realty Finance
Trust opposite J.P. Morgan.
Blackstone Real Estate
Debt/Strategies
Blackstone Real Estate on Project Runner,
a GBP315m whole loan to KSL Capital in
order to nance the US private equity group’s
GBP485m acquisition of the nal tranche of
De Vere Group’s UK Village hotel chain.
Nationwide
Nationwide on the sale of Project Adelaide,
its EUR850m German commercial property
loan portfolio which is comprised of around
200 retail ofce and industrial commercial
properties throughout Germany, to Oaktree
Capital Management.
Citigroup
Citigroup in connection with the c.EUR350m
nancing of Blackstone Real Estate Partners’acquisition of a portfolio of logistics properties
located in France, Germany, Hungary, Spain,
Austria, Norway and England.
M&G Investment Management
M&G Investment Management as lender in
connection with a GBP56.55m credit facility for
Northwood Investors secured over property in
England and Wales.
JP Morgan Casanove
JP Morgan Casanove on the nancing for
Blackstone’s GBP605m acquisition of the
Mint Hotel Portfolio.
Alpha Investment Partners
Alpha Investment Partners in its rst U.S.
real estate deal: a USD65m bridge loan and
a joint venture with Macklowe Properties to
acquire two properties and development rights
at 985-989 Third Avenue, New York City,for USD100m.
Our recent experience includes advising:
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Restructuring
Our unrivalled Restructuring and Insolvency team, with more than 130 lawyers
specialising in restructuring across 46 oces globally, is truly world-class.
With such an extensive and dedicated team, we advise on the largest and
most complex restructurings, and pride ourselves on providing pioneering
solutions as well as real commercial results. We specialise in cross-border
restructurings and insolvencies, utilising the full range of international
options, including U.S. Chapter 11 reorganisations, UK schemes
of arrangement, pre-packaged sales and debt for equity swaps.
Our expertise covers advice on contingency planning, insolvency
ling requirements, debt restructuring and reschedulings, distressed
acquisitions/sales, credit bidding, formal insolvency proceedings, out-of-court
renancings and distressed debt trading. We advise lenders and investors at all
levels of the capital structure as well as corporates/directors, central banks,
insolvency oceholders/trustees and government institutions. We work closely
with specialists in related practice areas including nance, corporate, real estate,
employment, pensions, tax, environment, regulatory, capital markets and
litigation to provide a seamless and integrated service.
“Allen & Overy has someof the best resources andexpertise to bring aninternational deal together.” Chambers Global 2014
“Allen & Overy is
recognised for its abilityto co-ordinate internally, providing clients withseamless representationspanning numerousspecialisms.” Chambers Global 2014
Deutsche Annington
Immobilien Group
Deutsche Annington Immobilien Group (DAIG),
Germany’s largest residential real estate
company in Germany, on the rescheduling of its
EUR4.5bn securitisation issued in August 2006.
This is one of the largest European real estate
nance and securitisation reschedulings since
the nancial crisis.
Drydocks World
The creditors’ committee on the circa
USD3bn restructuring of Drydocks World.Drydocks World is the largest shipyard facility
in the Middle East and a subsidiary of
Dubai World, one of the Dubai sovereign
holding companies.
Saur
The junior creditor committee on the
restructuring of SAUR, the French water
company. Awarded ‘IFLR Europe Restructuring
Deal of the year 2014’.
Zodiac Group
Zodiac Group on its debt maturity extension
implemented by way of schemes of
arrangement and the Chapter 15 recognition
of such schemes of arrangement in the U.S.
Vinashin
The agent and steering committee on the
successful restructuring of Vinashin. This is
the rst restructuring of a highly important
Vietnamese state-owned enterprise.
The transaction has had macroeconomic
effects on the relevant jurisdiction,with government involvement at the highest
levels. Implementation of the restructuring
was through a groundbreaking use of an
English scheme of arrangement.
The Co-operative Group
The Co-operative Group and The Co-operative
Bank on the recapitalisation plan for the Bank
which involved a consensual bail-in, the rst of
its kind in the UK, and other capital raising
initiatives. We continue to advise the Group
and the Bank on the implementation of the
recapitalisation plan.
Dubai Group
The senior secured committee of lenders on the
USD10bn restructuring of debt of Dubai Group.
Nortel Networks
The monitor and the Canadian entities of
Nortel Networks Corporation on all Chapter 11
and Chapter 15 matters, including asset sales,
and we are now engaged in the cross-border
allocation trial.
Stemcor
The coordinating committee of creditors tothe Stemcor group on the restructuring of
approximately USD2.24bn of debt owing
by the group to nancial creditors. Implemented
by way of two inter-conditional schemes of
arrangement (including a scheme of Stemcor’s
Singapore subsidiary), the restructuring involved
the conversion of Stemcor’s existing revolving
credit facilities into a term loan with a maturity
date of December 2015, together with the
provision of a USD1.15bn new committed
syndicated trade nance facility.
Al Jaber
The coordinating committee appointed inconnection with the circa USD4.6bn debt
restructuring of the Al Jaber Group.
Our recent experience includes advising:
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© Allen & Overy LLP 2015
Our Banking practice – at the heart of the world’s nancial markets | 201512
Trade, commodities and export nance With the recent drop in oil prices, geopolitical tensions and returning volatility,
the commodities markets are going through turbulent changes. In addition,
commodities nance documentation and security structures are becoming
increasingly complex, whilst stricter regulatory regimes pose further challenges.
Our Trade, Commodities and Export Finance team can translate complexity
and the increased scrutiny of security structures into practical and ecient
solutions. Our in-depth knowledge of the sector and track record in
documenting trade and commodity nancings, and our litigators’ experience of
advising on a large number of disputes in the trade, commodities and export
sector allows us to identify and solve any issues upfront, providing our clients
with both practical and commercial advice.
Whether trading in physical commodities or commodity derivatives, using
commodities to generate cash ows within Shari’a-compliant nancings,
entering into a commodities nancing, or structuring a complex commodities
arbitrage transaction, there are a plethora of diverse legal issues to consider –
from documentation to credit mitigation and from regulatory approvals to
reputational issues. At Allen & Overy, we bring our expertise in each legal
discipline under one product umbrella to oer our clients a seamless solution.
Oman Refneries and
Petrochemicals Company LLC
Oman Reneries and Petrochemicals Company
LLC (indirectly owned by the Government of
Oman) on the project for the expansion and
improvement of the USD3bn Sohar Renery in
Oman. Deal of the Year 2014 in Trade
Finance Magazine.
The export credit agencies and
international fnancial institutions The export credit agencies and international
nancial institutions on the STAR Renery
Project in Turkey. Trade and Forfaiting Review
ECA Deal of the Year 2014.
The lenders
The lenders on a jumbo USD1.3bn prepayment
facility in favour of Glencore Energy UK Ltd for
advance payments for crude oil purchases from
the national oil company of the Republic of
Chad, Société des Hydrocarbures du Tchad
(SHT). Trade and Forfaiting Review Deal of the
Year 2014.
The Security Agent and the
Receivers
The Security Agent and the Receivers in relation
to the USD700m borrowing base facilities for
OW Bunker & Trading A/S in connection with
the global insolvency of OW Bunker Group.
OW Bunker – The second-largest listed company
by revenue in Denmark – is owed USD1.4bn.
It went into liquidation after its banks refused to
extend credit following revelations of a USD125m
fraud at Dynamic Oil and a USD150m risk
management loss. Around USD600m is owed
by its two Singapore entities, USD330m by OW
Bunker Far East and USD270m by Dynamic Oil.
A USD700m facility extended by a syndicate of
banks to OW Bunker & Trading and OW Supply
& Trading (OW Bunker Denmark) gave the
lending syndicate claims over certain assets of
various OW Bunker entities around the world,
including the two Singapore subsidiaries.
KExim, K-sure, PIF, the Islamic
fnancers and conventional
banks and all fnance party agents
KExim, K-sure, PIF, the Islamic nancers and
conventional banks and all nance party agents
on Ma'aden's USD7.75bn phosphate mine
and associated petrochemical and fertilizer
complex. The new phosphate city is owned
by a joint venture with Saudi Arabian Mining
Company (Ma'aden), the Mosaic Company and
Saudi Basic Industries Corp. (SABIC). It is a key
part of the King Abdullah Project for the
Development of Wa'ad Al Shammal Mineral
Industrial City. This project involved lenders
from six countries across Europe, Japan, Korea,
UK, Saudi Arabia as well as domestic Saudi
government shareholders and foreign
shareholders from the US through Amsterdam.
Trade Finance Magazine Deal of the Year, 2014.
ABN AMRO and syndicate of
Middle Eastern banks
ABN AMRO and syndicate of Middle Eastern
banks on a secured uncommitted borrowing
base nancing for Gunvor. Trade and Forfaiting
Review Deal of the Year Award 2014.
WE CAN ADVISE ON THE
FOLLOWING SPECIALISMS
Export credit agency backed nancing
Pre-export nancing and prepayment facilities
Reserves-based lending
Borrowing base lending
Corporate nancing
Structured commodity nance
Commodity derivatives
Regulatory advice
Dispute resolution/litigation
“Allen & Overy LLP
sets ‘an extremely highstandard and is one of thebest rms’ for complexstructured deals.”
Chambers UK 2014
Our recent experience includes advising:
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An award-winning banking practice Allen & Overy’s banking practice has been awarded or has worked on hundreds of award-winning transactions,
demonstrating the exceptional service that it oers to clients. The diverse range of awards and the jurisdictions in
which they have been won are testament to the strength and depth of the practice and reects Allen & Overy’s
position at the heart of the banking market.
Syndicated Project Finance Dealof the Year – Roy Hill Iron Ore
Aplma 2015
Finance Team of the YearLegal Business Awards 2014
Americas Deal of the Year 2014 – Freeport LNGPFI Thomson Reuters 2014
Asia-Pacic Deal of the Year 2014 – Roy HillPFI Thomson Reuters 2014
European Power Deal of the Year 2014 – GeminiPFI Thomson Reuters 2014
European – Infra Deal of the Year 2014 – Mersey PFI Thomson Reuters 2014
European Industry Deal of the Year 2014 – Georges BessePFI Thomson Reuters 2014
Middle East & African ReneryDeal of the Year 2014 – Star Renery PFI Thomson Reuters 2014
Middle East & African Industry
Deal of the Year 2014 – Waad al-ShamalPFI Thomson Reuters 2014
Middle East & African Power Dealof the Year 2014 – KirikkalePFI Thomson Reuters 2014
African Renewables Deal of the Year 2014 – Lake TurkanaPFI Thomson Reuters 2014
African Power Deal of the Year 2014 – Cenpower (Kpone)
PFI Thomson Reuters 2014
International Team of the YearBanking and Finance China Law Practice
Awards 2014
M&A Deal of the Year for Shuanghui’sacquisition of Smitheld FoodsIFLR Americas 2014
Trade Finance Deal of the Year for theEtihad Etisalat Company (Mobily)USD645m ECA nancing Islamic Finance News (IFN) Awards 2014
Syndicated Acquisition FinanceLaw Firm of the Year
APLMA Awards 2014
Export Credit Agency Deal of the Yearfor the rst Coface guaranteed capitalmarkets bond issuance ( J.P. Morgan asplacement agent)
Airnance Journal Awards 2014
Global Finance Deal of the Year(Acquisition Finance) for Numericableacquisition of SFR
The American Lawyer Global Legal Awards 2014
Best Project Finance Law Firm The Asset Triple A Regional Awards 2014
Restructuring Deal of the Year for VinashinIFLR Asia Awards 2014
Best Law Firm in Insolvency& Restructuring Islamic Finance News (IFN) Awards 2014
Syndicated Project Finance
Deal of the Year for Ichthys LNG Asia Pacic Loan Market Association
(APLMA) Awards 2014
North American InfrastructureLaw Firm of the YearInfrastructure Investor 2014
Restructuring Deal of the Year for A’ayanLeasing and Investment Co. USD1.3bn
debt restructuring Islamic Finance News (IFN) Awards 2014
PDP Deal of the Year for the rst evermulti-tranche debt capital marketpre-delivery payment nancing
Airnance Journal Awards 2014
IFLR Europe Restructuring Deal of the Year for SaurIFLR European Awards 2014
Banking, Finance, and Restructuring Teamof the Year for StemcorBritish Legal Awards 2014
Most Innovative Deal of the Year( British Airways on the rst Enhanced
Equipment Trust Certicate (EETC)
transaction for a non-American airline and also
the rst to incorporate Japanese Operating Leases ) Airnance Journal Awards 2014
PDP Deal of the Year ( the rst evermulti-tranche debt capital market pre delivery
payment nancing ) Airnance Journal Awards 2014
Asia Pacic Deal of the Year( BOC Aviation’s USD1.5bn o-shore bondissuance – the rst CNH issuance by a
Singapore-based corporation ) Airnance Journal Awards 2014
Middle East Deal of the Year( Emirates’ USD1bn amortising Sukuk )
Airnance Journal Awards 2014
Export Credit Agency Deal of the Year( the rst Coface guaranteed capital markets bondissuance (JPMorgan as placement agent )
Airnance Journal Awards 2014
Regional Jet/Turboprop Deal of the Year( Avianca’s 15 ATR 72-600 purchase and the
rst transaction to take advantage of Coface’s ability
to oer guarantees on ATR aircraft purchases ) Airnance Journal Awards 2014
Recent highlights include being named/awarded:
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© Allen & Overy LLP 2015
Our Banking practice – at the heart of the world’s nancial markets | 201514
The University is a three half-day legal technical training course introducing the main aspects of law and the
practice of nance transactions. It provides attendees with an understanding of the key legal principles at the
core of most nance transactions and introduces basic nance documents.
The course centres primarily on English law nancing and the London loan market practice, but also analysesthe international position.
The University is taught by a combination of webcasts, seminars and facilitated group workshops. The seminars
and workshops are as interactive as possible and attendees have the chance to engage in negotiating and
commenting on basic documents and problem-solving. An open-book multiple choice quiz is held on the
last day to consolidate learning and attendees receive a certicate of attendance.
The University is run twice a year at our London oces. A buet lunch is served each day, which provides
attendees with the opportunity to meet other bankers and Allen & Overy lawyers.
The University of Finance Law
Allen & Overy provides a range of online services. These are accessed via a single, tailored web page and help our
clients to manage risk, keep up-to-date and share information. The service also includes a comprehensive online
resource library to enable you to nd the answers to your questions quickly and easily. Clients can also register for
email alerts on those subjects they are interested in. Banking-related/key services include:
SERVICE DESCRIPTION
Dealroom Share documents and information securely with Allen & Overy and related parties.
Global Compensation Tracker An online service specically designed to help nancial institutions assess theimpact of global and national reform on compensation structures.
Know-how Publications Access Allen & Overy’s archive of client know-how publications and set upemail alerts on the subjects and jurisdictions you are interested in.
Loans and Security Review information on the main issues relating to security interests and how to take
security over the main types of assets in different countries, along with information
on lending and tax.
Restructuring Across Borders Analyse the framework in which different restructuring and insolvency regimes
across the world operate and interact as well as key comparative information
across those jurisdictions. Compare EU legislation regarding restructuring and
insolvency proceedings and security over nancial collateral.
Banking online services
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What our clients say about
The University of Finance Law
“The course has been very good. The selection of topics and
speakers was excellent and gauged to the right level.” David Harris, Senior Solicitor, Bank of Scotland Corporate
“This has been incredibly useful for me. It has provided mewith a greater understanding of the wider banking world
transactions that RBS has been involved in.” Tim Gaul, Associate Director, RBS, Global Banking & Markets
“I found the course very informative. I would recommend itto both lawyers and bankers back at Deutsche Bank.”
Daryn Stilwell, Legal Counsel, Deutsche Bank
“The course gave me a very good basic knowledge of variousareas of law. In particular the insolvency and restructuringexercise was useful as it was given by A&O who areregarded as market leaders in this area.” Shazia Afghan, Solicitor, Lloyds Banking Group
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FOR MORE INFORMATION, PLEASE CONTACT:
Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The termpartner is used to refer to a member of Allen & Overy LLP or an employee
or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings.
GLOBAL PRESENCE
Allen & Overy is an international legal practice with approximately 5,000 people, including some 525 partners, working in 46 offices worldwide.
Allen & Overy LLP or an affiliated undertaking has an office in each of:
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© Allen & Overy LLP 2015 I CS1402_CDD-38418_ADD-50934
Andrew Trahair Joint Managing Partner
Tel +44 20 3088 [email protected]
Stephen Kensell Joint Managing Partner
Tel +44 20 3088 [email protected]