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

	Allen & Overy Clifford Chance Garrigues
	Cuatrecasas Gonçalves Pereira Linklaters Uría Menéndez
	Freshfields Bruckhaus Deringer Gómez-Acebo & Pombo Ramón & Cajal
	Araoz & Rueda Baker & McKenzie CMS Albiñana & Suárez de Lezo DLA Piper Hogan Lovells Pérez-Llorca

	Uría Menéndez
	Freshfields Bruckhaus Deringer Garrigues Linklaters
	Clifford Chance Cuatrecasas Gonçalves Pereira
	Allen & Overy Araoz & Rueda CMS Albiñana & Suárez de Lezo Gómez-Acebo & Pombo Hogan Lovells Pérez-Llorca Ramón & Cajal

	Clifford Chance Cuatrecasas Gonçalves Pereira Garrigues
	Allen & Overy Freshfields Bruckhaus Deringer Gómez-Acebo & Pombo Linklaters Uría Menéndez
	Araoz & Rueda Baker & McKenzie CMS Albiñana & Suárez de Lezo DLA Piper Hogan Lovells Pérez-Llorca Ramón & Cajal

"Confidence in the Spanish market and the economy and international investors is not good nowadays," says one partner. "International confidence is not good and international investors don't invest in the Spanish market. So this is one of the problems."

This is the story across the capital markets, although there have been pockets of activity and practitioners are certainly not sitting on their hands.

In equity, IPOs remain few and far between, but some work has arisen from the consolidation in the savings bank sector. "Everybody in Spain is expecting now a number of IPOs from the saving banks due to the strong restrictions and requirements from the Bank of Spain," explains one practitioner. This refers to the forced merging of many of the institutions in Spain's formerly saturated small public bank sector, many of whom were hit hard by the downturn in the real estate market.

This type of work is indicative of the wider market, which has seen most transactions being done reluctantly or through necessity. "Spain has suffered a lot, we have seen obviously, but there is nothing, there isn't innovation, there is more necessity," says one partner.

On the debt side it is a similar story. "Companies have difficulties accessing the bond markets, particularly at the beginning of 2011, companies have been reluctant to issue debt," says another practitioner.

Again, activity has been born out of the savings bank mergers: "Traditionally the savings banks have not been very active in the debt capital markets, however, last year and this year, it has been active because of the merger transactions with the preference being convertibles," explains one partner.

Indeed convertible and hybrid bonds seem to be the order of the day: "Other companies, what they have done is to issue convertible bonds, so they're issuing bonds with a nice interest which would be converted into the shares of companies which issue that in the next three or five years," explains one practitioner and another agrees: "Savings banks are like the foundation, what they've done is to issue preferential convertibles into equity, which have been subscribed by the vehicle of control, the Bank of Spain." Hybrid bonds have been seen mainly due to the lack of bank liquidity, which has seen issuers looking for other sources of capital to fund their activities.

Structured finance and securitisation work remains at a relatively low ebb, due mainly to the heavy reliance many Spanish instruments had on real estate collateral. "The market has been sort of remaining dead, there are no investors willing to acquire securitisation notes with Spanish underlying risk," explains one securitisation partner. "Most of the deals in Spain have an underlying real-estate risk, they were mortgage-related transactions and the real-estate market in Spain is still questioning in terms of the valuation of the risk."

In this light it is unsurprising that the RMBS market is hardly making headlines. "They're dead in a sense you cannot convince the investors to acquire a note RMBS issued by the Spanish securitisation fund," says one partner.

Allen & Overy's debt and structured finance practice in Spain is traditionally pretty strong. This is of course in line with the firm's wider reputation and its strong connections with the banks.... [more]

Allen & Overy's debt and structured finance practice in Spain is traditionally pretty strong. This is of course in line with the firm's wider reputation and its strong connections with the banks. This position was backed by a number of clients and peer comments. "Allen & Overy is doing a lot of work [in debt and securitisation]," says one peer.

Clients were particularly taken with the firm's managing partner Iñigo Gómez-Jordana. "My experience with the partner [Gómez-Jordana] is very positive. He was technically very capable, and was very articulate when it comes to communication," says one. "He's forceful with a good set of arguments, which he put forward in a very articulate and efficient way. So from that point of view, I'm personally very positive and always very presently surprised about Iñigo." Another peer says: "Iñigo Gómez-Jordana is very well-known for debt capital markets more than equity." The peer points out that Gómez-Jordana has recently worked on more equity transactions, but for him, his reputation remains on the debt side.

In the equity capital markets, clients suggest that the firm could improve and some mentioned that the team could focus more on its commercial and business approach. "They were quite legally minded, they didn't have the aspect of the commercial and business side. So from time to time, we have to persuade them to come up with business solutions, and the commercial side is not that satisfactory," says one.

The firm's Spanish office has however been boosted with the hire of Uría Menéndez's investment funds head Salvador Ruiz Bachs, who specialises in capital markets and banking; as well as Clifford Chance's corporate partner Pablo Mayor, who it is believed will help strengthen the firm's corporate practice with respect to the regulated sectors.

Leading the debt capital markets team is partner Charles Poole-Warren, who has secured some notable mandates in the last year. One highlight saw him lead the team advising issuer BBVA on a €2 billion structured note programme registered with the Spanish National Share Market Commission (CNMV).

Another notable deal saw Poole-Warren again involved when he advised RBC Capital Markets who acted as a joint lead manager in relation to the $1 billion Rule 144a/Reg S fixed-rate notes issued by ICO.

Deutsche Bank also called in Poole-Warren to advise as it acted as agent and commissioner on the €250 million convertible bond and €500 million senior bonds issued by Abengoa.

In the structured finance and securitisation team, partner Ignacio Ruiz-Camara's performance has grabbed rivals' attention. "We've been working with Allen & Overy, I think they did very well, especially Ignacio Ruiz-Camara," says one. "We were in a complicated transaction, we had challenges from our perspective clients. We were able to solve them. He's cooperative."

One highlight saw Beltrán Gómez de Zayas lead the team advising both the management company Ahorro y Titulización and the originator Barclays on a RMBS programme valued at €1.3 billion.

Poole-Warren then acted for issuer Parpública Participações Públicas on its approximately €886 million exchangeable bonds related to the fifth phase of the partial privatisation of Galp Energia.

Highlighting its market leading reputation in the derivatives space, a Spanish team, led by Gómez-Jordana also advised the International Swaps and Derivatives Association (Isda) on the 2009 and 2010 update of the Spanish collateral, core provisions and netting opinions respectively. The firm is the premier counsel to Isda globally and has been heavily involved in all the construction of the entities new publications.

Alongside advising on debt transactions, Gómez-Jordana was also involved in a number of equity mandates. One example saw him act for key client Iberdrola on the €2 million (6.16%) equity investment in the company made by Qatar Holding. The transaction aims to develop new business opportunities in different areas of the global electricity value chain, with a focus on the emerging markets. Another highlight saw him act for Barclays in relation to its €1.3 billion recapitalisation mandate as it aims to comply with Royal Decree Law (2/2011).

"Allen & Overy has good people in the [equity] capital markets, people who're well-known and reputable," says one rival, while another peer adds: "The firm does provide reasonable [equity] service."

One of the team's senior associates, Juan Saavedra has also impressed clients who commented on him specifically. "Saavedra's technical ability is good, and the advice he provides from time to time is quite comprehensive," says one. "He has a good knowledge of Spanish law, and also has knowledge of other examples, which help us find legal solutions, so we find his legal knowledge is also satisfactory." The client also praised Saavedra's relationship building skills which "helps in having a very constructive and production way of doing business".

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Like its magic-circle peer Allen & Overy, Clifford Chance is best known for its debt capital markets work, though the team has built its reputation in equity as well in recent years.Several major debt capital markets transactions have been undertaken by the Spanish team since the beginning of 2011, which has bolstered its already impressive track record in the area.... [more]

Like its magic-circle peer Allen & Overy, Clifford Chance is best known for its debt capital markets work, though the team has built its reputation in equity as well in recent years.

Several major debt capital markets transactions have been undertaken by the Spanish team since the beginning of 2011, which has bolstered its already impressive track record in the area. One highlight saw Yolanda Azanza lead the team advising a group of joint lead managers, including Banco Santander, Caja Madrid, Citigroup Global Markets and Crédit Agricole alike, on the syndicated bond issue by the Kingdom of Spain valued at €4 billion.

Another €2 billion covered bond issuance from BBVA was also advised on by the team. Again Azanza acted for a group of joint lead managers, which include Barclays, Commerzbankt, HSBC France and UBS. Peers also point out that the partner's skill is not limited to equity. "Azanza is very good at IPOs and good at equity." says one peer.

More bond work came in February 2011 when a group of practitioners, including Stuart Percival and Azanza, advised Commerzbank, Natixis and Société Générale, on the English and Spanish law aspects of the exchange offers by BBK of subordinated bonds for senior bonds, which was worth €500 million. A similar deal saw the trio act again for deal manager UBS on the tender offers by Banco de Sabadell.

The team has also had a strong year on the securitisation side, one example saw a Clifford Chance team led by José Manuel Cuenca, Azanza and Eduardo García advise the placement entities in relation to the securitisation of the new Spanish stranded costs under Royal Decree Law (6/2009). The transaction was worth €13.5 billion. "Cuenca is a lawyer who is one step ahead of others," says one rival, while another one adds: "He's good at debt."

Another notable mandate saw García and Jesús Quesada advise InterMoney Titulización and Banco Popular in the incorporation of the Spanish asset securitisation fund IM GBP Empresas 4 valued at €2.5 billion.

In December 2010, García worked alongside Cristina Romero acting for JPMorgan on two securitisation loans, worth €525 and €400 million respectively, granted to small and medium enterprises (SMEs). Both of the issues were partially guaranteed by the Kingdom of Spain under the FTPYME, a programme with a purpose of facilitating the access of SMEs to efficient financing channels.

One notable mandate on the equity side saw a Spanish team work together with their Milan colleagues acting for a syndicate of banks, including Mediobanca, BBVA, Caja Madrid and la Caixa, on the Spanish public offering of shares of Enel Green Power, and the simultaneous admission to listing on both of the Italian and Spanish Stock Exchange. "We've seen Clifford Chance from time to time [during the equity transactions]," says one peer.

Another highlight saw Javier García de Enterría and Antonio Henriquez advise Gestelevisión Telecinco on the international and domestic offering of up to €500 million ordinary shares. "De Enterría's very good at equity. She's a professor of law and a partner," says one peer.

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CMS Albiñana & Suárez de Lezo is recognised “more as an M&A firm” rather than a capital markets firm, according to its peers. “They do more on M&A work, but not as much as capital markets and structured finance & securitisation,” says one peer, while another adds: “They provide reasonable service [in the equity capital markets].... [more]

CMS Albiñana & Suárez de Lezo is recognised “more as an M&A firm” rather than a capital markets firm, according to its peers. “They do more on M&A work, but not as much as capital markets and structured finance & securitisation,” says one peer, while another adds: “They provide reasonable service [in the equity capital markets].”

An on-going mandate saw Carlos Peña involved advising a group of companies, including Verallia, Thales, Lafarge and Schneider on the implementation of employees shares offerings.

Another client Lazard España also called in the firm as Peña provided investment advice on the regulatory issues, on the placement of securities and other investment activities.
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Cuatrecasas Gonçalves Pereira is the market leader in the securitisation field and this was backed by the firm's list of substantial transactions last year. In one example Rafael Mínguez and Jaime de la Torre advised on a string of asset-backed securitisation funds for the firm's key clients, including La Caixa, Santander and BBVA alike.... [more]

Cuatrecasas Gonçalves Pereira is the market leader in the securitisation field and this was backed by the firm's list of substantial transactions last year. In one example Rafael Mínguez and Jaime de la Torre advised on a string of asset-backed securitisation funds for the firm's key clients, including La Caixa, Santander and BBVA alike. "Mínguez is a very reputable lawyer. He's a good lawyer and I like him very much," says a rival.

One highlight saw the duo act for La Caixa on the incorporation of the asset-backed securitisation funds valued at €6.63 billion, €6.5 billion, €1.85 billion, €1.4 billion and €500 million respectively. The duo also advised Banco Santander on the incorporation of the asset-backed securitisation funds valued at €6.45 billion, €6 billion, €4.5 billion, €1.6 billion, and €2.1 billion respectively.

In the debt capital markets, Fernando Navarro and De la Torre led the team advising on a €5 billion cross-border EMTN programme. Barclays also called in the duo in relation to a €200 million issuance of four structured bonds.

Again Navarro and La Torre teamed up on another two occasions acting for Barclays and RBS on the passport of the Global Structured Securities Programme prospectus to Spain, in order to issue three and four global structured securities respectively under the programme for both Barclays and RBS.

When it comes to the equity capital markets, one rival says of the team: "Cuatrecasas has very good contacts, so they're involved in substantial transactions because when there's an IPO, they've got contact with a large number of companies and they've got good access and opportunities to act for the issuers." However, they also point out that compared to Uría Menéndez and Freshfields, the firm is not as precise in relation to drafting the documents and it does not provide the same top-quality service. While another one adds: "We've seen Cuatrecasas from time to time [in the equity transactions]."

One equity deal highlight saw a team, including Fernando Torrente, Pere Kirchner and José Luis Rodriguez, advise on the Europe's biggest IPO, issued by Enel Green Power, since 2007. The transaction was valued at €8 billion.

Torrente and another partner Juan Aguayo came in for specific praise, as one peer says: "Juan Aguyo and Fernando Torrente are both very very good at equity, they're very reputable lawyers, and I've come across them in many transactions." While another one adds: "Fernando has been working in the equity capital markets for 20 years. He's very experienced and bright, and he's an intelligent man. If I work with Fernando, [I trust the transaction] it's in good hands."

Another substantial transaction saw a team including Aguayo, Antonio Baena and Enric Picanyol advise BC Partners and Cinven, the controlling shareholders and offerers, on the public offering of Amadeus IT Holding shares and their admission to listing on the Spanish stock exchange. The mandate was valued at €1.9 billion.

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As you would expect from a firm with Freshfields' M&A and corporate heritage, equity work is the firm's main focus in the capital markets space. "Freshfields has very very good and top professionals in equity capital markets, they've been involved in the most important transactions in Spain and especially in the very very complex transactions related to equity," comments one peer, while another one agrees: "Freshfields, Garrigues and Linklaters are probably our most common counter parties [during equity transactions]".... [more]

As you would expect from a firm with Freshfields' M&A and corporate heritage, equity work is the firm's main focus in the capital markets space. "Freshfields has very very good and top professionals in equity capital markets, they've been involved in the most important transactions in Spain and especially in the very very complex transactions related to equity," comments one peer, while another one agrees: "Freshfields, Garrigues and Linklaters are probably our most common counter parties [during equity transactions]".

In addition, the City law firm's international network has no doubt added to its solid equity capability, as one peer says: "Thinking about both firms [Uría Menéndez and Freshfields] at the very similar level, Freshfields has the capacity to draw from their international network when doing cross-border transactions."

Leading the equity capital markets team is partner Armando Albarrán who was kept busy on a number of substantial mandates last year. One example saw him act for Qatar Holdings on a €2 billion subscription of a capital increase in Iberdrola, a private electric utility group, as well as Qatar's strategic alliance with the group.

Another highlight saw partners David Franco and Albarrán act for Metrovacesa on a €1.95 million capital increase through cash contributions and debt capitalisation required as part of the company's debt restructuring process.

Albarrán was again involved when he advised Gas Natural SDG on the implementation of its 2011 shareholder remuneration programme through a scrip dividend.

Peers also recognise the strength of the firm's equity offering. "This is a group of lawyers that we've been working with for many years in different transactions," says one. "They're experienced and have track-records in the capital markets. They've the abilities to deal with complex, challenging and very dynamic transactions and these colleagues are capable of doing that." Rivals also commend lawyer Fernando Bautista's quality: "I know Bautista, he's very good at equity," says one.

Since October 2010, the debt capital markets team has advised key clients CajAstur, Gas Natural Capital Markets and Gas Natural alike. One example saw Franco lead the team advising Gas Natural on its merger with Unión Fenosa and Unión Fenosa Generación in the process of obtaining bondholders' consent under Unión Fenosa's €2 billion EMTN programme, and various counterparties on the English law aspects of the financing agreements.

Another notable mandate saw Franco again involved when he acted for CajAstur on the fourth and fifth issuance of state-guaranteed bonds worth €650 million and €850 million respectively.

"Certainly David Franco from Freshfields is possibly one of the quickest and intelligent lawyers that you might come across, also he's very careful on every detail when he does transactions drafting the legal standpoint," says one peer, "He's very patient when he treats the other side; he treats clients very smoothly; he's a very very accomplished lawyer really. I think everybody in the market will talk about David. He's a great guy."

February 2011 saw Ana López lead the team advising Gas Natural Capital Markets on the issue of new notes with an aggregate principal amount of €600 million under its €10 billion EMTN programme guaranteed by Gas Natural. The new notes are listed on the LSE.

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Garrigues' strength within the capital markets is on the debt and securitisation side, which again this sees them ranked as a tier-one firm in these areas. On the securitisation side, a clear sign of the team's strength was their advice on a new scheme within the electricity sector, linked to the government's tariff changes.... [more]

Garrigues' strength within the capital markets is on the debt and securitisation side, which again this sees them ranked as a tier-one firm in these areas.

On the securitisation side, a clear sign of the team's strength was their advice on a new scheme within the electricity sector, linked to the government's tariff changes. In order to resolve the Spanish tariff deficit for the electric companies, a securitisation fund programme has been carried out by the firm with Javier Ybáñez and Gonzalo García-Fuertes Iglesias advising a fund management company on the implementation of the Fondo de Titulización del Déficit del Sistema Eléctrico (FADE - a securitisation fund) worth €22 billion, with a possible extension to €25 billion.

Iglesias was picked out specifically by a number of peers who recognise that he has a lot of potential. "He's a young partner in the firm, probably not fully-experienced yet, not with a heavy background of experience yet, but he knows what he's doing," says one.

Ybáñez and Iglesias also advised on a €4 billion securitisation transaction which involved a transfer of a Spanish FTA, a securitisation fund, of mortgage loans originated by Barclays. Two series of covered bonds issuances were set to close before the securitisation programme in order to free the collateralised loans for the transaction.

Other work included a covered bonds issuance worth €1.6 billion which saw Iglesias lead the team advising on the securitisation deal of covered bonds issued by Banco Pastor, Banco Caixa Geral, Caja Laboral Popular and Catalunya Caixa. This was the first Spanish covered bonds issue where an issuer implies the amortisation of the bonds that they have subscribed.

In February 2011 José Luis Palao and Ignacio Corujo led the team advising co-issuer Red Eléctrica Corporación on the issuance of €600 million notes due 2018 under an EMTN programme.

The firm also has a solid track record on the equity side as one peer says: "Garrigues, Freshfields and Linklaters are probably our most common counter parties [during the transactions]."

One substantial rights offering transaction saw a team of partners, including Fernando Vives, Iglesias, and Eduardo Abad, advise BBVA on the €5 billion share capital increase through rights issue and listing of the new shares on the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges. This capital increase was one of the largest made by a Spanish bank and the biggest of 2010.

Another highlight saw Fernando Vives and Álvaro López-Jorrín lead the team advising International Consolidated Airlines Group, a holding company of Iberia and British Airways, on its LSE listing as well as the listings on the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges. The mandate, closed in January 2011, valued at €7.9 billion.

In line with the market, the firm was also involved in the savings banks' restructuring process. Leading the team were partners Ybáñez and Ramón Girbau who advised a group of savings banks, including Caixa d'Estalvis de Catalunya; Caixa d'Estalvis de Tarragona and Caixa d'Estalvis de Manresa, on the issuance of 12,500 perpetual preferred shares worth €1.25 billion, subscribed by FROB, a Spanish public fund for the restructuring of the financial sector. The purpose of the transaction was to merge the three savings banks and reinforce their equity capital base.

Ybáñez drew praise due to his broad experience in equity. "He has a lot of experience because he has been working for many many years doing this type of work. He's very practical and supportive," says one peer. "He's fine in sitting down and talking through issues and trying to find common solutions without spending days and days fighting with [each other], which is good." While another peer also says: "For me Ybáñez is the most outstanding equity capital markets lawyer in Spain, he has been in capital markets for many years, he's a very experienced lawyer."

Elsewhere a €800 million share issuance from Caja de Ahorros y Monte de Piedad de Córdoba (CajaSur) was advised on by Ybáñez, with a hope to restructure the savings bank. The issue was again subscribed by FROB.

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Much of the securitisation work at Gómez-Acebo & Pombo last year involved key practitioners Ángel Varela Varas and Fernando Herrero, who continuously provide legal assistance to the firm’s main client the fund manager Ahorro y Titulización (AyT). “Varas is a very good debt and securitisation lawyer,” says one peer.... [more]

Much of the securitisation work at Gómez-Acebo & Pombo last year involved key practitioners Ángel Varela Varas and Fernando Herrero, who continuously provide legal assistance to the firm’s main client the fund manager Ahorro y Titulización (AyT). “Varas is a very good debt and securitisation lawyer,” says one peer.

One highlight saw the duo advise on the incorporation of the securitisation fund ICO Mediación II AyT, FTA, which was created to help the Spanish public-owned credit institution Instituto de Crédito Oficial (ICO) to securitise its credit rights before all Spanish credit institutions participating in the ICO’s financing mediation. It was believed to be the largest securitisation fund created in Spain to date.

On another occasion, Varas and Herrero teamed up again advising on the amendment of more than 20 securitisation funds in order to obtain a second rating, further required by the European Central Bank (ECB).

The ECB also called in the team, led by Fernando Igartua and Santiago Gómez-Acebo, to advise on the creation of an urban development fund, which will be managed by BBVA within the Joint European Support for Sustainable Investment in City Areas (Jessica). The initiative permits EU member states to use structural funds in repayable investments within city areas.

Varela and Herrero were again involved when the firm acted for two banks on their bond issuances. The first, cédulas hipotecarias (Spanish covered bonds) were issued by savings bank Cajasur with the backing of the Spanish state and were worth €450 million. The second saw the duo advise Caja Segovia Bankia on a €200 million bond issue, which was closed in March 2011.

“Among others in tier-four, Gómez-Acebo possibly is the one having more transactions, I would say this firm is more active than other firms,” says one rival

Co-head Fernando de las Cuevas Castresana was involved advising on a €1 billion mandate for Allianz on the acquisition of various Spanish companies, including Europensiones, Eurovida and Popular Gestión.

The team then advised the subsequent contribution to a holding company Allianz Popular, a joint venture between Banco Popular and Allianz. [hide]

A key client of Hogan Lovells last year was Global Emerging Markets (GEM) who was advised by a group of lawyers including Miguel García Stuyck and Leonor Dormido in the structuring and implementation of an equity line of credit subscribed by Quabitat Inmobiliaria in Spain. The deal was worth €150 million and warrants in excess of €28 million.... [more]

A key client of Hogan Lovells last year was Global Emerging Markets (GEM) who was advised by a group of lawyers including Miguel García Stuyck and Leonor Dormido in the structuring and implementation of an equity line of credit subscribed by Quabitat Inmobiliaria in Spain. The deal was worth €150 million and warrants in excess of €28 million. Notably the mandate involved the implementation of the securities loans complying with requirements from the Comisión Nacional del Mercado de Valores (CNMV) and Spanish taxation.

Another equity highlight saw GEM call in the firm when the duo advised the group in a similar equity credit transaction subscribed by Fergo Aisa worth €60 million with warrants priced at €30 million.

When comes to the company listing mandate, the duo was again involved advising Grupo de Inversiones Suramericana on its listing on the Spanish Latin-American Securities Market (LATIBEX). It is believed to be the first time that a Colombian entity is listed on LATIBEX.
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Linklaters' high rankings in the Spanish capital markets is backed up by the firm's rivals with several commenting that its tier-two positions were reasonable. "Freshfields, Garrigues and Linklaters are probably our most common counter parties," says one peer.... [more]

Linklaters' high rankings in the Spanish capital markets is backed up by the firm's rivals with several commenting that its tier-two positions were reasonable. "Freshfields, Garrigues and Linklaters are probably our most common counter parties," says one peer.

An equity lawyer at the firm Sebastián Albella also grabbed peers' attention, as one says: "Albella has worked for the Spanish securities commission for years; he then worked for Ramón & Cajal and afterwards he went to Linklaters. He's experienced and has good contacts, an intelligent and well-trained lawyer in the equity capital markets." While another comments on both Iñigo Berrícano and Albella by saying: " Berrícano and Albella are equity capital markets lawyers and they're very good."

In straight equity, the largest transaction saw lead partners Berrícano and Ramón Ruiz de la Torre advising Morgan Stanley and Goldman Sachs on the €5 billion rights issue by BBVA, with a hope to expand the bank's businesses into the Middle East. The rights issue offering is believed to be the second biggest of this type in Spanish history.

Another equity highlight saw Berrícano, Jorge Alegre, and Federico Briano lead the team advising issuer Banco de Sabadell on the accelerated bookbuilt offer and simultaneous tender offer worth €410 million and €483 million respectively. The transaction aims to strengthen the quality of its current equity and reinforce the core capital to comply with Basel III requirements.

Elsewhere a string of convertible notes issuances were the order of the day for the firm's equity team, particularly lead partner Berrícano who was involved in most of the transactions. One saw him lead the team advising issuer Telvent GIT on an issue of $200 million senior subordinated unsecured bonds due in 2015 which are convertible into shares of Telvent GIT. Another saw his team act for Abengoa as issuer on the €250 million senior unsecured notes due 2017 convertible into shares of Abengoa. Again Berrícano's team was involved when the firm acted for Société Générale on the €200 million convertible notes due 2016 issued by Sacyr Vallehermoso, an IBEX-35 listed Spanish infrastructure company.

On the straight debt side, a team led by Berrícano and De la Torre advised Deutsche Bank on the €140 million senior unsecured notes due 2030 issued by Junta de Comunidades de Castilla-la Mancha. The other saw Berrícano teaming up with Alegre advising lead manager Société Générale on the 350 million state-guaranteed notes due 2015 issued by Cajasol.

In light of the Spanish savings banks' reform, a Linklaters team wasted no time getting itself involved in relevant transactions. One saw Berrícano, Alegre and Federico Briano lead the team advising a consortium of banks, including Barclays, BNP Paribas, Merrill Lynch International and Morgan Stanley who acted as joint deal managers, on the €16 billion exchange offer, including 12 issues of existing debt securities and government guaranteed bonds mainly issued by Caja Madrid to exchange for four different new issues of debt securities by the same bank. The mandate was believed to be the largest liability management transaction carried out in the Spanish market.

The firm has also got an impressive practice in advising joint lead managers and last year the team advised BBVA, Barclays and Goldman Sachs International on the €750 million 4.375% mortgage-backed securities due in October 2015 issued by Unicaja; the other saw the team act for Banco de Sabadell, Barclays and Commerzbank alike, on the €1 billion 3.25% mortgage-backed securities due September 2012 issued by Banco de Sabadell.

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Several competitors suggested that Ramón y Cajal should be downgraded in the Spanish equity capital markets table this year.

“Ramón y Cajal probably should be in tier four [in equity], because they're not that active in equity capital markets, although they did quite a lot last year,” says one peer, while another adds: “For a long period of time, they were very much involved in IPOs, but the two top professionals left to Linklaters, I think that the quality of Ramón y Cajal dropped substantially because the two lawyers have more experience in IPOs.... [more]

Several competitors suggested that Ramón y Cajal should be downgraded in the Spanish equity capital markets table this year.

“Ramón y Cajal probably should be in tier four [in equity], because they're not that active in equity capital markets, although they did quite a lot last year,” says one peer, while another adds: “For a long period of time, they were very much involved in IPOs, but the two top professionals left to Linklaters, I think that the quality of Ramón y Cajal dropped substantially because the two lawyers have more experience in IPOs.”

One highlight in equity saw partner Daniel Alaminos lead the team advising SOS Corporación Alimentaria on four simultaneous capital increases worth €533 million. The transaction, closed in December 2010, was carried out in order to restructure SOS debt.

In a similar mandate, a team of partners including Francisco Palá and José Blanco advised Inmobiliaria Colonial on the issuance of warrants worth €300 million in a €2 billion capital increase transaction.

The firm also advised on an IPO, which was believed to be the most significant in the Spanish market in recent years. Palá led the team acting for Atento on its listing. Atento’s 51% shares are owned by Telefónica who is the sole share holder of the call centre.

On the debt side, Palá was also involved when he led the team advising on a €25 million issuance of convertible bonds issued by Renta 4, admitted to negotiation in the stock market. The capital raised was to finance Renta 4 on its acquisition of the 100% capital of Banco Alicantino de Comercio, which belongs to Grupo Banesto.

The firm also acted on two notable securitisation mandates. One saw the team represent ING Direct and Sol-Lion Fund in amending the fund documentation in connection with ING’s first securitisation transaction in Spain consisting of a €4.5 billion bond offering backed by a pool of residential mortgage loans of the ING group.

The team also advised the Bankinter 20 Fund on the €1.6 billion asset-backed securitisation and subsequent bond offering. The mandate was closed in July 2010.
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Uría Menéndez's equity capital markets team has drawn much attention from its peers, as many of them agree with its tier-one status. "Uría is obviously one of the top equity capital markets firms in Spain", says one, while another agrees: "They stand alone in tier one, it is correct.... [more]

Uría Menéndez's equity capital markets team has drawn much attention from its peers, as many of them agree with its tier-one status. "Uría is obviously one of the top equity capital markets firms in Spain", says one, while another agrees: "They stand alone in tier one, it is correct."

Head of the practice Javier Redonet was also praised by peers. "Redonet has had a lot of experience in IPOs, he's very good from a technical perspective, so he likes studying things in the end and understanding all the mechanics. He's also very pleasant to work with," says one, while another peer adds: "I worked with Redonet on several transactions, and he's aware of what's going on in the market. He's very commercial and very reliable. He knows very well the legislation and has the confidence of the clients. I think he's a sound lawyer."

One of the largest mandates for the firm on the equity side was led by Luis de Carlos, Rafael Sebastián and Javier Tortuero, who advised Iberdrola on an approximately €2 billion investment from Qatar Holding in Iberdrola's share capital through the subscription of a capital increase and a sale of treasury stock. The transaction was the first straight investment by the Qatar Investment Authority (QIA) in a Spanish company.

Another highlight saw Salvador Sánchez-Terán and Eva Ferrada lead the team acting for Banco Santander in relation to the €2.7 billion issue of 6.75% bonds from Qatar Holding in exchange for the 5% shares in Banco Santander Brasil's share capital. Again it was the first investment from QIA in underlying equity of a Brazilian issuer.

December 2010 a rights issue mandate, worth €500 million, saw a Uría team lead by Carlos Paredes and Alfonso Ventoso advising Telecinco in relation to its share capital increase, which leads to an acquisition of Cuator as well as 22% acquisition of Digital+.

Clients praised the team's legal knowledge. "Their knowledge of the Spanish law is excellent, and they have the absolute knowledge of the tools they're handling. They're very well prepared," says one. "Our communication is very good and they're available at any time."

On the debt side, peers think that the firm "has done a lot of work in the field". One notable example saw a team of practitioners, headed by Jaime Pereda, advise Caja Madrid on an exchange offer for 12 series of senior notes, Cédulas Hipotecarias (Spanish covered bonds), and government guaranteed notes issued by both Caja Madrid and Bancaja, with an aggregate value of €16.8 billion.

In light of the Spanish savings banks' restructuring, Pereda was again involved when he advised Banco Financiero y de Ahorros on the issuance of €4.5 billion participaciones preferentes convertibles en acciones (preferred shares convertible into ordinary shares), subscribed by the Fondo de Reestructuración Ordenada Bancaria (FROB), a Spanish public fund for restructuring of the financial sector. The mandate was followed by the remaining issuances of preferred shares convertible into ordinary shares subscribed by the FROB.

The firm's securitisation team also caught clients' attention. "Their technical ability is very good, and it's one of the best in Spain," says one.

Asset-backed securities were the order of the day for the firm's capital markets team last year, where it acted for key clients including Caja Madrid (CM) and Caja de Ahorros del Mediterráneo on a number of transactions. One example saw Ramiro Rivera head the team advising originator CM on the setting up of Madrid residential II, Fondo de Titulización de Activos (FTA - asset securitisation fund) of €456 million in asset-backed notes. The other saw Rivera involved again when he advised CM on the establishment of Madrid Ftpyme I, fondo de titulización de activos (Ftpyme - a programme with the purpose of facilitating the access of SMEs to efficient financing channels) worth €850 million asset-backed notes.

The team's swiftness of completing the tasks gained much appreciation from its clients. "They work very fast and they always comply with the calendars proposed, we don't have any problems with that," says one.

In order to dispose of mortgage loans from the country's savings banks, a number of offshore-based securitisation vehicles have been designed to tackle the issue and the team also had a hand in this area. In one example Elizabeth Torrecillas led the team advising Caja de Ahorros del Mediterráneo (CAM) who acted as originator on the issue of €333 million certificados de transmisión de hipoteca (mortgage-backed securities) and the subsequent securitisation by Fondo Privado de Titulización Hipotecas Residenciales I Finance. Elsewhere a similar mandate saw her advise CAM on the issue of €550 million mortgage-backed securities and its subsequent securitisation by Fondo Privado de Titulización Pymes I.

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