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

NautaDutilh has a good reputation in Belgium across the equity and debt markets and for some peers it has a good case to be moved up a tier. "They do debt and equity capital markets work, we see them often, and they are strong when it comes to REITs (real estate investment trusts)," says a peer.

"I have found that Marc van der Haegen is quite good to work with," says one major client.

Under the auspices of department head Yvette Verleisdonk, partners van der Haegen and Benoît Feron handled a number of significant transactions last year. In June 2010 the firm acted for the independent directors of Elia on its €300 million secondary public offering, which was structured as a rights issue and was central to Electrabel's exit from Elia.

The team also assisted ING Bank and Petercam as underwriters and bookrunners on the €40 million Ascensio rights issue in October 2010, and Polygone International on its dual IPO on the Alternext in Brussels and Paris (the Euronext for small-to-medium companies). The listings were the only ones in 2010.

The firm also completed a number of securitisation transactions, in one notable deal acting for the arranger on the restructuring of a €750 million programme for CA-CIB.

NautaDutilh's market reputation is strongest in the capital markets and on financial regulatory and financing matters connected to the real estate sector, as one client testifies: "We are very happy with them, they are good across the corporate spectrum and especially in real estate which is why we approached them."

A few of Nauta's lawyers are well respected in banking circles, among them Didier De Vliegher who, says a peer, "produces excellent quality", and Yvette Verleisdonk, who handles by far the majority of the firm's mainstream banking deals. The pair is supported by a team of finance lawyers with diversified practices which includes Benoît Feron.

In 2010 the firm also won accolades for its project finance work which gave the team a certain amount of impetus. In this sector, De Vliegher advised the lenders for the De Lijn's Bus Depots Cluster I Project, which closed in June 2010. This was a public-private partnership (PPP) for the designing, construction, financing and maintenance of bus depots in Bruges, Overijse and Zomergem.

On the banking side, the team advised the Ideal Standard Group on financing by Standard Chartered and Goldman Sachs, and perhaps in its most notable deal, it acted for Econocom (along with Spanish firm Uría Menéndez) on acquisition financing worth €205 million.

The firm also won referrals from global players and alongside Slaughter and May and Shearman & Sterling advised Ineos on the Belgian aspects of a €1billion refinancing. In a final notable deal, the firm also acted for 50Hertz Transmission on a refinancing project, which involved a mix of structure of bond issues and bank lending.

NautaDutilh's M&A team, led by Dirk Van Gerven, had a relatively strong year, bagging a couple of large deals as well as good mandates working alongside Slaughter and May. The firm was relatively quiet until the second quarter of 2010 when it started to work on a string of transactions in the biotech sector and in private equity at the mid-market level.

On a highlight in terms of value saw the firm advise Shire on its voluntary takeover bid of all outstanding shares in Movetis for €428 million, marking the first takeover of a Belgian listed biotech.

In private equity, the firm advised Vendis Capital on its acquisition of Pranarôm International. Another notable deal saw the team advise L'Immobilière Huon on its management buyout of Foruminvest for over €50 million.

Working with Slaughter and May, the firm also assisted on the Belgian aspects of QBE's €267 million acquisition of Secura.

NautaDutilh has carved itself out a solid market position, the Dutch outfit servicing a wide range of international clients. Partners note though that the firm has been conspicuous by its absence, particularly in banking and capital markets work.

"I don't see NautaDutilh much, though I suppose they could have a small team spread around perhaps," comments one partner, while another adds: "NautaDutilh is known well in other areas but I can only think it is in a black hole in banking as I haven't seen them."

The firm fares better on the corporate side though, as one competitor says: "With M&A, NautaDutilh is seen sometimes, yes."

The firm's deal list though suggests that they have still been active on some significant mandates, especially within the areas where it has been said the firm is close to invisible.

For instance, a team was involved in one of the largest European high-yield bond issues that took place in 2010, which went on as part of the overall reconstruction of the Wind Group. NautaDutilh advised Wind Telecom on the legal and regulatory issues within Luxembourg and the total value of the deal was said to be €6.6 billion, including €3.9 billion of new senior credit facilities and a bond issuance worth €2.7 billion.

In finance, a team advised Deutsche Bank in its role as administrative agent and joint lead arranger on the Luxembourg law issues to do with a senior secured credit facility that was extended to Bain Capital Partners. The funds represented the capital for Bain to buy the Styron Division from The Dow Chemical Company. Closing in June 2010, the transaction was worth €989 million.

In M&A, the firm assisted Apollo Global Management, a private equity concern, as it partnered with CVC Capital Partners to acquire Brit Insurance Holdings. A well-publicised and protracted deal, Nauta used its Benelux network to advise on both Dutch and Luxembourg law. The deal completed late on in the year for a figure approaching €989 million.

NautaDutilh's fund team very active last year, especially in the last two quarters of 2010. During this period the team rushed to close a large French infrastructure fund, a deal with a value of €600 million, as well as advising a selection of significant, though confidential, European clients as to the restructuring of current funds.

NautaDutilh handles the largest volume of securitisations in the market and is an undoubted leader in this field. "In structured finance they're very strong: SPVs, SPACS, fund listings, high-yield as local counsel," says a peer. The firm also wins mandates for considerable debt and equity transactions.

According to one cross-border debt client "they have a high level of legal knowledge and are always easy to reach and available to discuss questions". The client recommends Petra Zijp and London-based Arjan Pors for their "great knowledge and always finding a constructive way of getting along". Another client warns that there is "some mixed ability so it depends on who you work with," but highly recommends Michaëla Ulrici and Arjan Scheltema, who is "practical and understands the requirements".

In debt, Walter Schellekens advised the Dutch financial subsidiary of Kazakh oil and gas company Zhaikmunai on its $450 million secured notes offering, marking the first senior bond issue from Kazakhstan, and Zijp acted for NDG (Bank Nederlandse Gemeenten) on an update to and series of issues under its €80 billion debt programme. Notably, the deal included on of the first Rule 144A/Reg S compliant issuance for a Dutch party.

The firm also advised on two structured covered bond programmes while in securitisations assisted ABN AMRO on a UK master trust structured €100 billion Dolphin programme for prime mortgage loans and a €25 billion Goldfish programme for NHG followed with a €500 million issuance. It also acted for NIBC on a Pearl Mortgage Backed Securities 4 for SNS Bank.

In equity, Schellekens led a team in May 2010 advising Eureko and Polish insurance company PZU on the Polish government's listing of €2 billion of PZU shares on the Warsaw Stock Exchange; the largest IPO at the time in Europe since 2007.

NautaDutilh has one of the biggest teams in the market for banking and finance. The firm loses out to its global competitors on the big ticket multijurisdictional deals but is very entrenched in some niche areas, and above all it has a very strong regulatory practice under Pim Rank and Erik Geerling. Some competitors believe the firm "is more domestic with local counsel work" but none argue with the volume of transactions it turns over.

Thijs Lommen comes highly recommended "for certain types of transactions" says a client. "Very good in real estate and healthcare, not a shark, in these new markets where clients are facing LMA documents they need to get acquainted with you need someone who can think from the clients' perspective".

London partner Arjan Pors acted as Dutch counsel to private equity group HG Capital for the financing of an on-going acqusition of a 61% stake of ATC Group. David Viëtor and Teun Struycken were engaged by Kirkland & Ellis to provide Dutch law advice on the €1.2 billion refinancing and restructuring of the European Directories Group, one of the largest in Europe.

Diederik Vriesendorp closed a €700 million refinancing for BDR Thermea Group, an example of a high value deal with NautaDutilh as leading counsel. Walter Schellekens acted as lead counsel to advise ING Bank and Rabobank on a €210 million refinancing for Deloitte Netherlands.

Lastly, Pim Rank advised ABN AMRO on the reintroduction of Turbos into the market and the Netherlands Central Bank in negotiations with the Icelandic government to try to recuperate losses of €1.3 billion to depositors of Icesave.

NautaDutilh moves to tier two in reflection of market consensus. "It is a strong Dutch domestic corporate, gets deals via best friends relationships but... not as deep a client base as De Brauw," says a peer. The firm is perceived to be more in the financial sector. However, it is a major player in M&A and turned over one of the highest number of deals in the market.

Clients like the firm. "Maybe our first choice for M&A in the Netherlands," says one global client, adding that it is "often more accessible than De Brauw". "Clearly one of the best, they give very sound practical advice and they work very hard," says one. Clients recommend Hein Hooghoudt as "a terrific lawyer; he gives practical and sensible advice". Another says Leo Groothuis is an "up and coming big name". In local league tables Groothuis clocked up the highest volume of deals in the first half of 2011.

In major deals, life sciences specialist Christiaan de Brauw worked with Cravath Swaine & Moore to advise Johnson & Johnson on the country's largest public offer (€2.1 billion for Crucell) for a number of years. Meanwhile, Jeroen Preller represented Dutch investment company Flint Beheer in its unsuccessful €1.3 billion bid for Draka Holding.

Hooghoudt and Groothuis advised Sullivan & Cromwell and Clifford Chance for private equity investors Apollo Global Management and CVC Capital Partners on the £883 million public offer for Brit Insurance Holdings. The firm was also active advising Alpha Private Equity Funds 5 (APEF 5) on the acquisition of Hans Anders Retail Group.

Elsewhere, energy partners Jaap Jan Trommel and Harm Kerstholt assisted MISC Berhad on its acquisition of a 50% stake Vitol Tank Terminals International.

NautaDutilh keeps its place in the project finance table in recognition of its standing in the market and expertise in public-private partnerships (PPP). The name at the firm is Rotterdam based Erik Geerling, while London partner Arjan Pors and associate Jaco Belder appear either alongside Geerling or in leading roles on many of the high profile deals.

"Good job, we will use them again for future projects, we were very satisfied with the people and if they were to move firms we would follow them, they focus on the real issues, good commercial sense, up to speed, pragmatic but also critical and reasonable". Another client points out that "they are one of the biggest firms and it was important to be able to get support with other issues such as the environment, planning and regulatory".

Nauta won a series of mandates on high profile PPPs from the most recognised project financier, the European Investment Bank (EIB). It is advising the bank on €150 million of financing for the design, construction and maintenance of expansion works on Utrecht - Veenendaal section of the A12 and on €500 million in financing for the A15, a 26 year DBFM contract to improve a 40 km stretch of road from the Rotterdam region and the city's port.

The team is also assisting a project consortium on a large residential housing project under PPP and on the private finance side. and in 2011 was busy acting as Dutch counsel to a consortium sponsors for the $350 million financing of the construction of a 1600MW independent power plant (IPP) in Shuweihat, in the UAE.

The Dutch office often works in close collaboration with its Brussels office, led by Didier de Vliegher.

NautaDutilh has a very big presence on the restructuring and insolvency scene and with its London office the firm, says one client, is the "obvious choice" for Dutch insolvency and restructuring work.

Robert van Galen is a former receiver now well-known for restructuring and litigation, while Barbara Rumora-Scheltema also gets solid feedback. Some peers comment however that "banks see them as better in recovery and insolvency". "More litigation," says a peer.

The firm's biggest mandate possibly is for Yukos and its Dutch subsidiaries. Van Galen worked with a team to advise Yukos in bankruptcy proceedings of more than €1.8 billion which involved various litigious cases which ended in some victories as concerns court decisions which have kept Yukos' Dutch assets protected from Russian authorities.

Van Galen also led a team to advise ABN AMRO, ING and Rabobank in litigation relating to certain aspects of the financial restructuring of Kroymans Group while David Viëtor and Teun Struycken acted alongside Kirkland & Ellis on the Dutch aspects of the Europe-wide restructuring of the European Directories Group. The deal saw a successful COMI transfer of the case from the Netherlands to the UK.

In a final notable deal, Van Galen led a team including Rumora-Scheltema to represent various shareholders of Highstreet Holding on the bankruptcy of Karstadt Warenhaus.