IFLR 1000
The Guide to the World's Leading Financial Law Firms

Gide Loyrette Nouel's Paris and Brussels based team consists of over 30 practitioners led by Stéphane Hautbourg and Benoît Le Bret. The firm moves up a tier this year thanks to consistent positive feedback from the market, attesting to an active and quality practice.

Innovation and pragmatism are among the firm's attributes. "We have worked together on a number of projects since 2009 and I would say that they are very innovative and professional," says one client. Another adds: "I think they are quite good [and] they are quite pragmatic when finding various solutions we had not thought of."

In some of the highest profile cases in Europe, the firm secured clearance for the €4 billion partnership between its client Exeltium, a joint-venture founded by Solvay, UPM, ArcelorMittal and Rhodia among others, and EDF Energy. In June 2010 it got the green light from the EU commission on SNCF's cross-border merger with other international rail companies including Eurostar.

In early 2010 the firm also won a landmark ruling for its regular client France Telecom, which annulled a previous decision from the EU commission regarding state aid issues. The case has reached the European Court of Justice with €9 billion of state aid resting on the outcome.

The firm also helped France Telecom reject an abuse of dominance claim by Vivendi, which has since launched an appeal.

"Gide Loyrette is another French firm that's very well-known and established; they are the capital markets practice, so they're in the right place," says one rival. Unsurprisingly peers and clients endorse the firm's reputation in debt and the structured finance and securitisation work. "Gide Loyrette is good, because there's a good relationship of confidence and trust, they know already what I've done, so they've got a history of what I've done," says one client. However the firm did suffer a blow when leading lawyer Patrice Doat left for Linklaters in August 2011.

Gide's team has been active in advising both issuers and underwriters in several notable debt capital markets mandates. One of the key partners Hubert du Vignaux has been heavily involved. "I think he's a very sensible negotiator on deals, he's very good technically, he's again good to have across the table in the negotiation," says one rival.

The largest mandate this year saw the team advise issuer BNP Paribas Home Loan SFH in relation to the transformations of its covered bonds and Crédit Agricole covered bonds into a new issuing vehicle sociétés de financement de l'habitat (SFH – mortgage company). In addition, the team also advised both programmes' concurrent updates. These covered bonds are secured programmes benefiting from the statutory privilege (priority right of payment) created by the French Monetary and Financial Code. The deal was closed at €30 billion.

Another highlight saw Vignaux head the team advising issuer CNP Assurances on its two-tranche issue, including both euros and stirling, of lower tier II subordinated notes. It was considered as the first French hybrid bond to be issued for two years in the context of the current discussions on Solvency II, which is a set of updated regulatory requirements for insurance firms that operate within the EU. The transaction was valued at €700 million for the euro tranche, and £300 million for the stirling tranche.

On the other side of the table, the team advised underwriters who acted as managers, including BNP Paribas, Natixis, Société Générale alike, in relation to the lower tier II subordinated notes issued by Credit Logement, as well as advise on the concurrent exchange offer of outstanding subordinated fixed to floating rate notes of the company. The mandate, worth €500 million, involved an exchange offer between two hybrid bonds.

Elsewhere the team advised the initial purchasers, including Merrill Lynch International, Barclays, BNP Paribas, and Citigroup Global Markets, on the resale of €500 million senior unsecured notes, issued by Grown European, to qualified institutional buyers under Rule 144A. The proceeds of the transaction will be partly used to retire all or a portion of its outstanding €150 million first priority senior secured notes, and all of its outstanding $200 million senior unsecured notes due 2013.

One cross-border covered bonds transaction saw partner Christine Van Gallebaert advise arranger and swap counterparty, including Axa Bank Europe and BNP Paribas, on the creation of a covered bonds issuer Axa Bank Europe SCF (société de crédit foncier - a specialised credit institution) under the French legislative framework for the refinancing of Belgian residential mortgage loans, valued at €1.25 billion. Belgium has not yet implemented specific legislation for covered bonds, and the Belgian loans were transferred to the French SCF (created by Axa Bank Europe, which is a Belgian originator and an affiliate of a French insurance company Axa) through a Belgian securitisation vehicle. The initial issue consisted of RMBS securities.

The securitisation team's status in the French market has been backed by a number of notable transactions. One example saw partner Xavier de Kergommeaux act for Société Générale in relation to the creation of an FCT (fonds commun de titrisation - securitisation vehicle), whose assets is composed of a loan granted to Société Générale and collateralised by a portfolio of receivables. the deal is valued at €1.8 billion.

Kergommeaux was again involved in another securitisation deal when he advised Türk Hava Yollari (THY – Turkish Airlines) in relation to its financing for the purchase of five aircraft for an aggregate amount of around €300 million. The firm advised French, English, and Turkish law aspects of the transaction, which was considered a prominent cross-border purchase for the Turkish market.

"For me, Gide and Linklaters are no doubt, definitely tier-one firms," says one rival. "Gide is definitely a local firm and mainly active in the French market."

Acquisition financing has been the order of the day for Gide Loyrette's banking team in the last year. In the real estate sector, partner Kamel Ben Salah led the team advising the mandated lead arrangers, including HSBC, Deutsche Pfandbrief Bank, and CAICB, on the acquisition financing of the Kléber building by Scor group. The €170 million transaction was closed in June 2011. "Salah is someone who is active in real estate sector in several years," says one rival.

Other mandates involving Salah saw him advise BayernLB, DG Hyp and Berlin Hyp on the €270 million acquisition refinancing of the CB21 tower building transaction, which was closed in September 2010. He then advised HSBC, BNP Paribas, and BECM in relation to the €225 million refinancing of the Crystal Park estate owned by Icade.

The banking team has also been heavily involved in advising arrangers, and its key clients include Natixis, BNP Paribas, CACIB and Société Générale. Partner Eric Cartier-Millon is seen as the leading light in this area and in one highlight he led the team advising the arrangers on the €1 billion refinancing of the existing indebtedness of the Tereos group.

In January 2011 Cartier-Millon also represented a group of arrangers with regard to the €800 million revolving credit facility extended to Eramet. In an ongoing €1.3 billion mandate, Cartier-Millon again led the team advising the private equity fund Eurazeo as the main shareholder on financing the Europcar group. The team also organised a securitisation programme in order to refinance the bridge facility.

Another outstanding mandate saw Cartier-Millon head the team advising borrower Lactalis, the French dairy group, on the acquisition financing of Parmalat, and the refinancing of the French group's existing indebtedness. The transaction was worth €7.5 billion.

One rival says of Cartier-Millon and Salah: "I can confirm they're really excellent lawyers, and they're very good."

Rivals admit that "Gide Loyrette has been very active" in the market; and the French firm "has very good lawyers". However some had doubts about the firm's performance compared to its closest peers. "They're not involved in the same kind of deals [as other tier-one firms]. Bredin Prat, Cleary, Darrois and Linklaters are very much involved in the jumbo deals, especially in the listed companies," says one, another one agrees: "I'm speaking of market reputation and the number of deals which we see them. We don't see them very often in the M&A transactions."

Two notable departures at the firm in the first quarter of 2011 saw corporate and regulatory partner Hugues Mathez join White and Case, whereas M&A partner Raphael Chantelot moved across to Lefevre Pelletier & Associes. Despite these setbacks the firm can still point to a strong deal list in both M&A and private equity.

Among the firm's biggest cross-border deals this year so far was its advice to Steinhoff International Holdings on its acquisition of Conforama, one of the Europe's largest home furnishing retailers. The Paris team, headed by partners Antoine Bonnasse, Antoine Lelong, and Matthieu Roy closed the €1.6 billion deal in March 2011.

Joint venture mandates have also been a good hunting ground for the firm and in another substantial transaction partner Guillaume Rougier-Brierre led the team advising PSA Peugeot Citroën on its equally-ownership automotive joint venture with Chang an automobile group from China. The purpose of the mandate, worth €935 million, is expected to produce and market light commercial vehicles in the Chinese market.

In Eastern Europe, Bonnasse has been teaming up with Roy to advise Lafarge in relation to its partnership with Strabag, in order to combine their cement activities in several Eastern European countries. Lafarge will hold a 70% holding in the new company while Strabag will hold 30%.

On the domestic front Bonnasse and Lelong were involved again advising Areva on the sale of its transmission and distribution division Areva T&D. The decision was part of a wider strategic plan to raise financing for the group's nuclear business.

Areva also called on Bonnasse and partner Jean-Marc Desaché to advise on the group's share capital increase. The mandate includes a €600 million reserve for the Kuwait Investment Authority, and a €300 million fund raising for the French state.

Partner Youssef Djehane has also been involved in an ongoing domestic mandate. He heads the team advising Groupe Canal+ on forming a partnership between the group and Orange, with the hope to create a joint venture merging the Orange cinema series and the TPS Star channels.

Gide Loyrette Nouel is one of the biggest names on domestic project finance and clients are satisfied with the firm's performance. "The team performs very well, very proactive, and have good negotiation skills. We're quite happy with the service provided by the firm," says one, while another one agrees: "In terms of the quality of the job provided by Gide, it is good." Though he also points out there is a space for improvement "in terms of the time to deliver the job and the accuracy of the answer".

Elsewhere the team's commercial sense also stands out, gaining clients' praise. "I think they understand the legal issues, but they've got a good commercial understanding of how compromise can be sound," says one.

In the energy market, a substantial deal saw partner Michel Guénaire lead the team providing legal advice to Exeltium consortium's creation, formed by electricity purchasers in France. The team then went on to advise the consortium over the €1.75 billion loan financing secured through issuing securities. As part of a long term supply agreement with the utility company EDF, the firm also covered legal advice of the upfront payment made to EDF purchasing about 150MW of electricity over a period of 24 years by Exeltium.

Communications is good between the firm and its clients, who appreciate the team's availability: "It's very easy to communicate with them. [They were] always available and they were very reactive. So we always have answers regarding our questions."

Infrastructure projects have been booming in France in the last couple of years thanks to the government's incentives in supporting the sector. The market saw a Gide team led by Thomas Courtel advising a consortium of entities, such as Colas, HSBC European Motorway Investment 1, and Spie Batignolles alike, over an approximately €1.1 billion financing for the construction of the former N10 national road, for its duration of 40 years. The innovative aspect of the deal included a €400 million entry payment, relating to the transfer of the road to the concessionaire, to be paid when the project starting as part of the financed cost.

"Obviously Courtel's team is very knowledgeable, in particular in French public and administrative law," says one client. "They're straight to the point; they're trying to find some practical solutions to the legal issues." He then goes on: "I do feel that they're one of the best professional teams acting in the major infrastructure projects in France."

Africa projects are still considered to be quite a lucrative area for the firm as partner François Krotoff has been involved in a couple of PPP (public-private partnership) projects in the region. In one he advised the Islamic Development Bank on an estimated $300 million financing for the construction and exploitation of combined cycle gas power plant in Vridi, Abidjan and the Ivory Coast, of a total capacity of 200MW. "Gide has an excellent knowledge of PPP in France," says one client.

In a similar region-linked mandate, he also advised Geogas on the financing and construction aspects of a 1500 ton LNG (liquefied natural gas) storage project, including drafting investment conventions, shareholders' agreements, and reviewing the financial agreements.

In the Far East, partner John D Crothers led the team advising on an approximately $1.25 billion financing over the structuring and implementation of a 30km elevated expressway PPP project in the Bangladeshi capital Dhaka.

When it comes to the fees that the firm charges, clients find it "pretty competitive" and the team is also "flexible". "The cost was pretty competitive, it is highly negotiable at the beginning of the transaction," says one. "It was even lower than the competitors when we select them."

Partner Olivier Puech is the key figure involved in most of the restructuring and insolvency transactions at Gide Loyrette Nouel. One mandate closed in September 2010 saw him advise Giraud International, a transport and logistics company, in relation to the takeover bid by Group Geodis; and also Giraud's conciliation proceeding in negotiating with its creditors due to the financial difficulties the company face.

Another highlight worth €300 million saw Puech involved again advising Raiffeisen, the security agent of the drinks group Belvédère's bondholders and bank, in assisting a creditor in relation to its challenge to the claims proceeding concerning the insolvency of the debtor. The decision of the Court of Appeal of Dijon in September 21 2010 approved Raiffeisen's claim regarding Belvédère's liabilities.

An ongoing mandate saw the firm act for Johnson Controls Holding on its takeover of the automotive supplier Johnson Controls Conflan, the holding company's former subsidiary specialising in plastic injection. The Commercial Court adopted the plan de cession (disposal plan) on January 12 2010; the Gide team assisted the bidder in relation to the plan of a company subject to an insolvency proceeding.

One notable departure at the firm in September 2010 saw partner Sylvain Beaumont, join Fasken Martineau DuMoulin's Paris office. He has a strong practice in insolvency and restructuring law.