Capital markets – debt
Capital markets – equity
Capital markets - structured finance and securitisation
Unfortunately, the equity capital markets have seen very few successful IPOs over the last 12 months. A number of offerings were in the pipeline, as one partner explains: "Euronext has six IPOs in the pipe for the first half of this year [2011]." But the political and financial instability that spread across the continent has somewhat halted their progress or put them on hold. "I'm talking about the big IPOs. You'll hear more about the sale of IPOs that didn't manage to sell their shares, so did not succeed," says another capital markets lawyer.
However, compared to 2010, there was an increasing number of deals waiting to be realised, which to some extent helps to build up practitioners' confidence. "In the future, IPOs will start to pick up again; we've been saying it for the last five years. At one stage it will become true and hopefully we'll see that," says one, while another agrees: "2010 was a better year than 2009 to certain extent; and 2011 I'm reasonably optimistic."
Due to the unpredictable economic condition within the Eurozone, 2011 saw the French issuers waste no time queuing up for listings in the emerging markets, which ultimately led to their debuts on the Hong Kong Stock Exchange. The main driving force behind this is the higher prices provided by Asian investors compared to their European counterparts. "The Asian market is very dynamic and we're seeing French companies asking a lot of questions, particularly in the Hong Kong market, which is something entirely new this year until recently," one equity capital markets partner explains.
In Europe, the market for small-and-medium size companies, Alternext, has welcomed a bunch of eager issuers trying to get their shares onto the market and the move has since received the back of the French state. "The government is trying to improve [the trading platform] by making it easier for these companies to enter the market. The trend is picking up in the last 12 months," says one partner.
On the debt side, on the one hand issuers are coming to the market due to the lack of bank financing, however, the market is suffering from its own volatility. "It's quite challenging for those people who actually manage to do the deals or push on trying to do them," says one capital markets partner. In addition, first-time issuers acting in the bond markets seem to be small-and-medium size companies.
Covered bonds have been singled out by observers as one of the most popular instruments among investors currently. "Even when the market was very slow, issuers are looking for AAA-rated bonds," says one French lawyer. "It's true that the covered bonds sector is still very active and it was work that we were doing almost all the time during the financial crisis." Another area that practitioners have seen a come back is in high-yield, which is mainly being used for the purpose of acquisition financing. "It's a bond that has lots of covenant and protections for the investors that in a way corporates wouldn't have," says one partner.
French securitisation markets specialists were unsurprisingly at the forefront in creating the European Financial Stability Fund (EFSF), a vehicle that is able to issue the highest possible rating AAA bonds guaranteed by the Euro area member states. "We've been working on the EFSF; it's a completely new development," says one partner. "It's essentially using the structured finance technology to in public sector policy. So that has been a very interesting development."
Asset-backed commercial paper as a means of financing has also been boosted over the last 12 months, according to partners. Obviously, the banks were no longer interested in direct lending, and "the collateral-based or asset-based security lending is a way for the banks to take on that risk in a security format, so it's sort of a win-win for both banks and originators," says one.
Allen & Overy
Allen & Overy has been a talking point in the equity capital markets this year as the firm hired a team, including equity star Marc Castagnède and two other senior associates from Debevoise & Plimpton, with the intention of strengthening its capital markets practice. "That's quite important because Marc is a great guy, he's liked by clients," says one rival....
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Allen & Overy has been a talking point in the equity capital markets this year as the firm hired a team, including equity star Marc Castagnède and two other senior associates from Debevoise & Plimpton, with the intention of strengthening its capital markets practice. "That's quite important because Marc is a great guy, he's liked by clients," says one rival. "Allen & Overy is a very good firm; it was not really present in the equity capital markets before, so Allen & Overy adding Marc should work quite well."
In order to expand its global presence, the firm marked its first opening on the African continent by setting up an office in Casablanca, Morocco in September 2011. One of the leading figures who will join the Moroccan branch is Yassir Ghorbal, a former Gide Loyrette Nouel partner who specialises in capital markets, M&A, and infrastructure projects.
In the debt capital markets, partner Hervé Ekué has drawn attention from peers. "He's a relatively young partner, but he has been doing well. We've worked together very well. He just knows what he's doing, and he's efficient. Good to work with," says one and another agrees: "He's a young partner. I think clients like him a lot."
Ekué led the team advised underwriters, Bank of America/Merrill Lynch and JPMorgan, in relation to the €300 million fixed-rate notes issued by GDF Suez, a French multinational energy company. He then appeared in another notable deal when the team advised Dexia Municipal Agency on its $10 billion covered bond MTN programme.
The other partner involved in the Dexia Municipal covered bond deal was US-partner Diana Billik, who is recognised as leading lawyer by her peers. "Diana Billik is a US lawyer and she is very good," says one, and another one agrees: "Yes, you've got the right people [as leading lawyers]."
In the midst of the recent Eurozone debt crisis, the firm was involved in advising one of the lead managers Société Générale in relation to the European Financial Stability Fund's (EFSF) first bond issue, valued at €5 billion. The mandate, led by partner Dan Lauder, has been included as part of the EU/IMF's €26.5billion financial rescue package for the Republic of Ireland.
The debt capital markets team in France has a solid reputation, particularly partner Dan Lauder. "Dan is very nice and friendly, actually everyone in this market is very nice. I think Dan is excellent as well," says one peer. "On the English law side Dan is very good, a guy who is extremely efficient, and one of the most experienced people in the market."
On the securitisation side, the firm has also kept its tier two status by advising on a number of outstanding deals. One transaction saw the team led by partners Ekué and Fabrice Faure-Dauphin advising on Société Générale's €25 billion programme of obligations foncieres (mortgage covered bonds)
Faure-Dauphin was again involved in two other notable mandates. One example saw him advise GE Commercial Finance/Factofrance on the €100 million pan-European transaction involving France, UK, Germany and the Netherlands. Another example saw him advise Crédit Agricole in relation to a cross-border trade receivables transaction for Sonepar. "We saw Fabrice in a couple of securitisation transactions. He's a quite well-known securitisation lawyer," says one rival.
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Leading lawyers
Diana Billik
Hervé Ekué
Dan Lauder
François Poudelet
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb's equity capital markets reputation was built up upon "the more balanced underwriters' and issuers' work", this is due to "its long-term relationship with French issuers and French banks", one peer points out. "They do superb [equity] work, they're present on all the major transactions and they're really the leader in the markets....
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Cleary Gottlieb's equity capital markets reputation was built up upon "the more balanced underwriters' and issuers' work", this is due to "its long-term relationship with French issuers and French banks", one peer points out. "They do superb [equity] work, they're present on all the major transactions and they're really the leader in the markets. There's no question that Cleary should be a tier one firm," says another peer.
The leading figure in the department, Pierre-Yves Chabert, is held in particularly high regard by rivals: "He's a very good lawyer and has a very good reputation. He's a hard worker and a good technician," says one.
One of the largest transactions in 2010 saw the team, headed by partners John Brinitzer and Marie-Laurence Tibi, representing the underwriters, including BNP Paribas as global coordinator and Citigroup Global Markets and Crédit Agricole Corporate & Investment Bank as joint bookrunners, on the €1.2 billion rights offering issued by Michelin, a tire manufacturer based in France. The offering is composed of public offerings in several European countries and an international private placement.
Brinitzer was again involved in another notable mandate when he teamed up with partner Valérie Lemaitre to advise French oil servicing company Technip on its €550 million convertible bond offering, which together with its underlying shares are listed on Euronext Paris. One of the main purposes of the deal is to secure long term financing covering the group's recent investment.
One highlight in the emerging markets saw the team, led by Brinitzer and partner Gamal Abouali, representing global coordinator and bookrunner Beltone Investment Banking in relation to Amer Group Holding's IPO offering.
In a liability management transaction, partners Tibi and Pierre-Marie Boury led the team representing joint lead managers, including BNP Paribas, Crédit Agricole, and Deutsche Bank alike, in its €1.5 billion bond offering issued by EDF, a Paris-headquartered utility company, as well as up to €4.1 billion bond repurchase offer. All these deals were closed in November 2010.
On the debt side, Andrew Bernstein, Monica Kays and Sophie de Beer, acted as counsel for the underwriters, including BNP Paribas, Bank of America Merrill Lynch, JPMorgan, and Société Générale, on the $7 billion SEC-registered bond offering issued by pharmaceutical group Sanofi-Aventis. The proceeds of the offering will partly fund the group's acquisition of Genzyme.
Another highlight saw the team lead by Kays and Gamal Abouali representing ArcelorMittal, a global steel producer, in a registered offering of an aggregate principal amount of $3 billion debt securities. The issuance includes $500 million of 3.75% five-year notes, $1.5 billion of 5.50% ten-year notes, and $1 billion of 6.75% thirty-year notes. The funds raised will repay two instalments of a term loan extended by various banks.
The team, led by Bernstein and Pierre-Yves Chabert, was involved in another notable mandate when the firm acted as counsel for the underwriters, including Bank of America/Merrill Lynch, Credit Suisse, Morgan Stanley, RBS and UBS, in relation to Total Capital's $2 billion SEC-registered notes offering. Total is a publicly traded integrated oil and gas company, and the transaction was closed on January 28 2011. One rival comments on the duo's position in the market: "Andrew and Pierre-Yves, of course, they're very well-known."
In the energy market, Tibi and Boury teamed up again to advise joint lead managers, including BNP Paribas, Crédit Agricole, Deutsche Bank, Goldman Sachs, HSBC, and Natixis, in relation to EDF's €1.5 billion bond offering and a €4.1 billion bonds repurchase offer. The transaction was closed on November 12 2010.
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Leading lawyers
Andrew Bernstein
Pierre-Yves Chabert
Clifford Chance
Clifford Chance's market position is based on its strong debt capital markets and structured finance and securitisation practice. Clients appreciate the team's capacity through its technical abilities, legal knowledge, and relevant international network, "The team has got three elements, firstly they've got the capacity to put financial, economical ideas into the legal context; secondly, they're able to come up with clever solutions for legal problems; the third one is I think due to the international connections and links, they have an extremely high degree of expertise," says one client....
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Clifford Chance's market position is based on its strong debt capital markets and structured finance and securitisation practice. Clients appreciate the team's capacity through its technical abilities, legal knowledge, and relevant international network, "The team has got three elements, firstly they've got the capacity to put financial, economical ideas into the legal context; secondly, they're able to come up with clever solutions for legal problems; the third one is I think due to the international connections and links, they have an extremely high degree of expertise," says one client.
Partners Jonathan Lewis and Cédric Burford came in for personal praise. "Jonathan and Cédric are very good, we're very satisfied with what they're doing for us and [satisfied with their] legal knowledge. We consider them very good," says another client.
One of the largest transactions the firm was involved in in the French debt capital markets in 2011 was when the team, headed by Burford and Lewis, advised the European Financial Stability Fund (EFSF) on the €27 billion debt issuance programme, designed to raise funds for sovereign bail outs
Apparently Burford is the key lawyer participating in most of the transactions. Another example saw him advise Cades on the $2.5 billion Rule144A bond issue. It is believed to be Cades' first issuance in the US market.
Elsewhere the firm also picked up several mandates on the underwriter side. One highlight saw Burford advise BNP Paribas in relation to ArcelorMittal's €1 billion fixed rate notes issuance under its €3 billion MTN programme. He then advised Société Générale in connection with Holding d'Infrastructures de Transports' €750 million debt issue.
On the structured finance side, client feedback is as positive as for its debt practice, with Lewis and Sophie Guilhem-Ducléon held in particularly high regard. "They're very good. I mean simply each time when we have a problem, I find a solution with them, so simply I'm satisfied with the facts," says one client. "Their legal knowledge is very advanced, and it's the state of the facts. They know the solution very quickly, so I suppose they practice a lot, when you practice a lot, you have a good idea of the problems you may have."
A trio, including Lewis, Burford and Frédérick Lacroix, advised the firm's main clients, the European Financial Stability Fund (EFSF) and the EU in relation to the €80 billion stability loan facility financing, with the hope to rescue Greece; the team then went on to advise EFSF in relation to the €440 billion financial stabilisation vehicle for the Eurozone. The nature of the deal involves advising sovereign debt, EU law issues, and structured finance techniques in a highly sensitive political environment.
One client was impressed by partner Lacroix: "His technical ability is perfect. He really knows how we work and what we want. We always work with his team, and we have no problems with them."
In August 2010, Lacroix headed the team advising the firm's other main clients, including arrangers Crédit Agricole, Deutsche Bank, and Société Générale, in relation to Europcar's whole business securitisation, valued at €1.3 billion. The pan-European mandate involved jurisdictions such as France, Germany, Italy and Spain.
In terms of the team's deal turnaround speed, one client says: "They're very restricting of the time. When we request them to have the documentation for tomorrow, we always have the documentation in time."
Another highlight saw Lewis advise Oseo and La Banque Postale on its €400 million securitisation of French loan receivables granted to French SMEs (small and medium-sized enterprises). The receivable security assignment was completed under the collateral directive regime.
The structured finance team was picked out again by clients as a leader in the field: "Compared to Gide and Linklaters, I prefer to work with Clifford Chance. Because they really know how we work, what we require for all transactions, they're really near us and work for us."
Clifford Chance's international network has been praised by a number of clients due to its "good internal communication" and for maintaining the "same level of quality of service" across its offices. "They made the links between New York, London, Madrid, and Paris," says one. "Their internal communication is good. All the time if we have any questions from New York or somewhere else, they answer us as quickly as from other lawyers, we really have no problems on this point." Another client agrees: "I work sometimes with their other offices, for example, in New York and in Spain. They seem to be very relevant, know very well of the local legal stuff. Their internal communication is very good, and has no problems."
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Leading lawyers
Jonathan Lewis
De Pardieu Brocas Maffei
De Pardieu Brocas Maffei's main focus is its debt capital markets practice and the firm holds its tier-two position firmly after another strong 12 months. "On the global basis, De Pardieu is very good," says one peer....
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De Pardieu Brocas Maffei's main focus is its debt capital markets practice and the firm holds its tier-two position firmly after another strong 12 months. "On the global basis, De Pardieu is very good," says one peer.
One outstanding mandate saw a team led by partner Pierre Minor advising BNP Paribas on the €200 million structured financing, which relates to the acquisition of a tax claim from a CAC 40 company listed on Euronext Paris.
One of the partners at the firm Olivier Hubert has been heavily involved in the firm's major debt transactions, particularly advising underwriters. One example saw him represent a major banking institution on a deeply subordinated debt issuance to increase the equity of a financial institution. Another example saw him advise Crédit Agricole on energy derivatives with the hope of creating a joint venture with a major energy operator. The transaction aims to develop the trading of energy future contracts and derivatives in electricity, gas, and coal sectors.
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Debevoise & Plimpton
Debevoise & Plimpton's equity practice has been downgraded to tier three in the latest edition of IFLR1000 following a number of key staff changes. The firm lost a team of capital markets lawyers last year including equity star Marc Castagnede who moved to Allen & Overy's Paris office....
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Debevoise & Plimpton's equity practice has been downgraded to tier three in the latest edition of IFLR1000 following a number of key staff changes. The firm lost a team of capital markets lawyers last year including equity star Marc Castagnede who moved to Allen & Overy's Paris office. "Debevoise basically lost most of its team, three senior lawyers went as well," says one peer, while another adds: "Marc Castagnede left Debevoise in March 2011 to Allen & Overy, that's quite important, because Marc is a great guy, he's liked by his clients."
In debt work, the firm advised Pernod Ricard on its €1 billion Rule 144A debt offering and its €1 billion six year bond issue last year. In another mandate, the firm represented Rexel on its offering of 7% €500 million senior notes due in 2018.
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Freshfields Bruckhaus Deringer
Freshfields in Paris is best known for its securitisation work and its strength in this area sees it once again ranked in the top tier. As a result of its strong corporate offering, the equity team is also highly regarded and continues to advise on noteworthy mandates....
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Freshfields in Paris is best known for its securitisation work and its strength in this area sees it once again ranked in the top tier. As a result of its strong corporate offering, the equity team is also highly regarded and continues to advise on noteworthy mandates.
One such deal saw the firm's Hong Kong team cooperate with Paris partner David Revcolevschi advising L'Occitane, the French cosmetics group, in relation to its IPO listing on the Hong Kong Stock Exchange. The deal was valued at €525 million and is part of a trend which has seen several European luxury good manufacturers looking to Asia to list.
Another highlight saw Revcolevschi advise Goldman Sachs, as underwriter, in relation to Ingenico's €220 million oceanes (convertible) bond issuance.
Another key client is Accor, a French multinational corporation providing hospitality service and last year partner Patrick Bonvarlet led the team representing the French group as the majority shareholder in relation to the contemplated IPO by Groupe Lucien Barri, listed on NYSE Euronext in Paris. The offering was launched in September 2010, though Accor sold its stake in a private M&A transaction later on. "Patrick Bonvarlet is an old partner, who has been around for a long time," says one rival. "He's a good professional, and I think he knows his stuff well."
Share capital increases was another main area which has kept the firm busy throughout 2010. Partner Alan Mason headed the team advising Caisse des dépôts et Consignations, the French financial organisation, in relation to its subscription to the share capital increase with preferential subscription rights of Campagine des Alpes. The deal was worth €100 million.
Debt capital markets transactions have occupied most of the team's work. One of the largest mandates saw partner Fabrice Grillo advise Société Générale, in relation to the incorporation of a new covered bond issuer Société Générale SFH (sociétés de financement de l'habitat – mortgage company), and the establishment of its €25 billion EMTN programme to issue obligations de financement de l'habitat (OFH – mortgage covered bonds). It is a strategic mandate because it will refinance most of the residential mortgage activities of the Société Générale group in France.
Elsewhere finance partner Dougall Molson advised arranger BNP Paribas in connection with the French industrial company Lafarge's €12 billion EMTN programme together with its annual update. Again Molson was involved as the team acted on a €500 million high-yield bond issue when he teamed up with partner Hervé Touraine to advise issuer Alcatel Lucent, a global telecommunications corporation. With bank liquidity still relatively low, corporates are increasingly looking to the high-yield markets in order to refinance.
In the asset-backed security (ABS) market, Touraine advised JPMorgan and HSBC on the €600 million Franco-German auto lease securitisation for PSA. It is considered as the first public securitisation transaction relating to ABS in France since financial crisis.
Touraine was again involved in another mandate when he teamed up with Molson representing BNP Paribas and HSBC in a restructuring of the $450 million pan-European securitisation programme for the Dow Chemical Company. The programme needs to be off balance sheet under US accounting rules.
Another highlight saw the team lead by partner Fabrice Grillo advising BNP Paribas and Crédit Agricole in relation to the merger of the €500 million mobile communications and fixed communications securitisation for the SFR group.
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Leading lawyers
Patrick Bonvarlet
Hervé Touraine
Gide Loyrette Nouel
"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....
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"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.
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Leading lawyers
Jean-Marc Desaché
Xavier de Kergommeaux
Gilles Saint-Marc
Hogan Lovells
2010 was a good year for the newly merged firm as the market saw it involved in a number of substantial debt transactions representing issuers. The key partner advising these deals is Sharon Lewis, who heads the firm's international debt capital markets practice worldwide....
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2010 was a good year for the newly merged firm as the market saw it involved in a number of substantial debt transactions representing issuers. The key partner advising these deals is Sharon Lewis, who heads the firm's international debt capital markets practice worldwide.
Rivals admit its presence in the market by saying: "We see Hogan Lovells in the debt capital markets," while another one adds: "Yes, we see them on the structured finance side."
One example saw Lewis act for a Paris-based energy company EDF in relation to the €4.6 billion tender offer of its existing debt securities, followed by two new series of bonds issuances. It is one of the first transactions that complies with the new repurchase regulations published by Autorité des marchés financiers (Financial Markets Authority).
Another debt example involved Lewis leading the team advising Axa and Axa Bank Europe SCF (société de crédit foncier - a specialised credit institution) on the establishment of a ten-year €750 million covered bond programme backed by RMBS. Notably the deal was shortlisted for the IFLR Europe Awards 2011.
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Leading lawyers
Sharon Lewis
Linklaters
There is no argument among rivals regarding the quality of Linklaters' debt capital markets practice. During the financial crisis, the firm also gradually strengthened its equity side through its reputation in advising underwriters, creating a fully rounded offering in Paris....
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There is no argument among rivals regarding the quality of Linklaters' debt capital markets practice. During the financial crisis, the firm also gradually strengthened its equity side through its reputation in advising underwriters, creating a fully rounded offering in Paris.
"So for a three or four [bank] syndicate, in order to get all the banks to agree, the legal advisor has to be very famous, that's the reason why Linklaters, Cleary Gottlieb, or Shearman got all these [equity] deals," says one rival. "Linklaters is a traditional debt and banking firm. It has more solid relationships with French banks and French issuers. They are particularly strong, because they had this debt practice before they were present in the equity capital markets."
Two leading figures at the firm are partners Philippe Herbelin and Gilles Endréo, who were recognised by competitors: "I know Philippe and Gilles, and like them very much. They're good." says one. Th team has also boosted its securitisation practice with the hire of Patrice Doat from Gide.
One example of the firm's increasing status in the equity markets saw a Paris team, led by Herbelin, Cenzi Gargaro and Luis Roth, advise on Aperam's demerger from its parent company ArcelorMittal. The transaction required Linklater's multi-jurisdictional teams to assist the restructuring process, and extract the stainless and specialty steels businesses from ArcelorMittal. The spin-off enabled Aperam to be listed on the regulated market of the Luxembourg Stock Exchange.
"I think Philippe's a very good lawyer, very close to clients, and very pragmatic. He's a good guy," says one rival, while another adds: "He's more on the equity side at the moment, but he also does some debt."
Elsewhere the team has also involved in advising IPO listings. One example saw Herbelin and Roth work together representing a consortium of banks, led by Bank of America/Merrill Lynch, BNP Paribas, and JPMorgan, in relation to Verallia's €3.42 billion IPO listings on the NYSE Euronext stock exchange. The mandate is still under way at time of writing and is expected to be the largest IPO in France in the last few years.
The firm has also been seen in capital raising transactions. One deal saw Roth joined by partner Séverin Robillard, advising the issuer Michelin on a €1.2 billion rights issue. The purpose of the transaction is to enhance the company's credit rating and its access to financing.
In addition, the team has been active in the equity linked convertible mandates over the past 12 months. Herbelin was involved again in a notable deal when he advised the bookrunners, including Morgan Stanley, BNP Paribas, and Lazard-Natixis, on a €175 million share capital increase through a six-year bond issue, structured as oceanes (convertible) bonds. The securities, which will mature on January 1 2017 and are part of the €550 million net share settled bonds issued by French real estate investment trusts (Reit) on the French market.
On the debt side, Robillard and Endréo advised Credit Suisse Securities (Europe) on the €14.4 billion exchange offer for statutory covered bonds, issued by Dexia Municipal agency. The deal is believed to be the first exchange offer of this kind done as a Paris and Luxembourg listed statutory bonds issue; and it is also the first exchange offer example to comply with the new financial markets authority rules published in August 2010.
Endréo was again involved in another notable mandate when the team advised the €750 million deeply-subordinated fixed to floating rates notes issued by Suez Environment, a water treatment and waste management company. It is considered as the first French hybrid notes since 2006 and the third issue of hybrid notes in Europe since the reopening of the hybrid market by TenneT in February in 2010.
"Endréo has been around for a long time, and he's a very high profile French lawyer in the market. He's excellent, very pleasant, and he's very knowledgeable as well," says his peer.
March 2011 saw the team involved in another two outstanding mandates. One example saw partner Robillard advise GDF Suez on the €300 million 'century bonds' issue, and 5.95% notes will due in 2011. It is the first 100-year euro-denominated bond issue in the market. Another highlight saw partner Roth represent Aperam on the launch of the $500 million high-yield bond.
The firm's main clients in structured finance markets rely heavily on the major international banks, including Société Générale, BNP Paribas, Natixis, and Crédit Agricole CIB alike. Roth and Gargaro led the team advised a consortium of banks, including Citygroup Global Markets, Deutsche Bank Securities, JPMorgan Securities, and Morgan Stanley, on the $10 billion US medium-term securities programme established by Compagnie de Financement Foncier for the issuance of obligations foncieres (covered bonds).
Competitors were impressed by English partner Gargaro, and considered him and Endréo as "two top guys" at the firm. "He's excellent, very experienced, very professional, and extremely nice to work with," says one.
Other transactions saw Emmanuel Lebaube act for Crédit Agricole on the €3.8 billion asset-backed notes issued by the securitisation vehicle Ginkgo Consumer Finance. The team also advised on a €450 million French auto loan securitisation programme established by Socram Banque, Lebaube represented the underwriters BNP Paribas and Natixis in connection with the deal.
The firm's reputation in derivatives is also on the rise and following the establishment of a global clearing service SwapClear, the team has been continuously advising OTC Derivnet on extending the clearing service to cover French-law FBF swaps and also the establishment of a CDS swap (credit default swap) by LCH Paris, a European-based independent clearing house. These links could prove very useful to the firm for future mandates.
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Leading lawyers
Patrice Doat
Gilles Endréo
Philippe Herbelin
Shearman & Sterling
Shearman & Sterling's equity capital market work has been in line with the market's top players, "I think really it's Linklaters, Cleary Gottlieb and Shearman & Sterling doing most of the deals," says one peer, while another one agrees: "They do superb work, they're present on all the major transactions and those three firms are really the leaders in the market. There's no question for those three to be the tier-one firms....
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Shearman & Sterling's equity capital market work has been in line with the market's top players, "I think really it's Linklaters, Cleary Gottlieb and Shearman & Sterling doing most of the deals," says one peer, while another one agrees: "They do superb work, they're present on all the major transactions and those three firms are really the leaders in the market. There's no question for those three to be the tier-one firms."
The key partner involved in most of the equity capital markets deals is Robert Treuhold. One outstanding transaction saw him work alongside with Hervé Letréguilly advising the placement banks, including BNP Paribas, Credit Suisse, in relation to the €96.25 million block trade of Medica shares sold from BC Partners through an accelerated book building (ABB). Following the transaction, BC Partners holds 30.5% of the capital and voting rights of the French dependency care market player.
Another highlight saw Treuhold work together with Bertrand Sénéchal representing the underwriters, including Deutsche Bank and Lazard-Natixis, in relation to Theolia's €60 million capital increase with preferential subscription rights. The deal was the latest step in the financial restructuring of Theolia. "Letréguilly's very well-known," says one peer, while another one agrees: "Herve Letréguilly's definitely very good, and he does regular capital markets work."
The other peer then goes on to single out the firm's other notable lawyer Sami Toutounji by saying: "Sami's very good and he does employment offerings. He doesn't do regular capital markets transactions, he's the leader in Paris for employment offerings."
Again July 2010 saw Treuhold and Sénéchal represent the issuer Novagali Pharma in relation to its €22 million IPO listing on the Euronext Paris. In the same deal, the team also advised the underwriters, and the transaction was believed to be one of the few IPOs in 2010 in the biotech industry.
Interest in high-yield debt has been seen right across Europe due in part to a lack of general bank liquidity. Shearman's strong reputation in this area puts it in a good position to capitalise on any upswing.
One example saw the team work on a 'double LuxCo' (acquisition structure) trans representing the underwriters, including Credit Suisse, Citigroup, Morgan Stanley, Crédit Agricole, and Société Générale in relation to Picard Bondco's €300 million high-yield bond offering. It is considered to be the first French high-yield deal for a leveraged acquisition finance transaction since the credit crunch.
In September 2010, a team, headed by partners Sénéchal and Mei Lian, advised the firm's long-term client Rhodia in relation to its tender offer of buying back €500 million in floating rate senior high-yield notes due 2013, as well as the concurrent offering of €500 million senior high-yield notes due 2018. Elsewhere the team then advised on Rhodia's $400 million issuance due in 2010. Sénéchal also teamed up with partners Pierre-Nicolas Ferrand and Clifford Atkins, to advise on Labco's high-yield notes offering. This was the first LBO refinancing which is coupled to a high-yield issuance and a senior revolving credit facility.
Another notable deal saw the team, including Cyrille Niedzielski, Sami Toutounji, and Aline Cardin, advised Pierre & Vacances' €115 million oceane (convertible) bonds issuance. In the same deal, the team also advised the underwriters.
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Leading lawyers
Hervé Letréguilly
Sami Toutounji
Sullivan & Cromwell
Sullivan & Cromwell's international network has been praised by clients: "On the global basis, they're very good," says one.The French multinational oil and gas company Total is one of Sullivan & Cromwell's key clients, and the team has closed two deals for the oil giant since the beginning of 2011....
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Sullivan & Cromwell's international network has been praised by clients: "On the global basis, they're very good," says one.
The French multinational oil and gas company Total is one of Sullivan & Cromwell's key clients, and the team has closed two deals for the oil giant since the beginning of 2011.
US qualified partner Krystian Czerniecki teamed up with Richard Vilanova to advise on the company's establishment of an SEC-registered offering of $1 billion 2.3% notes due 2016. It was the group's second takedown off its SEC-registered debt shelf in 2010. The duo also represented Total Capital on the SEC-registered $500 million 4.125% guaranteed notes offering, due in 2021.
Another highlight saw Czerniecki advise on a $1 billion notes issuance by the Council of European Development Bank (CEB) due in 2016.
The firm has also been active in advising underwriters. One example saw Czerniecki joined by Olivier de Vilmorin representing Merrill Lynch, Citygroup, and JPMorgan as joint bookrunners, in relation to Banque PSA Finance's $1.25 billion offering of Rule 144A/Reg S notes.
The duo also acted for Fonds Stratégique d'Investissement (FSI) on the sale of its 6.8% stake in Edenred, valued at €227 million.
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Leading lawyers
Dominique Bompoint
Krystian Czerniecki
Richard Vilanova
White & Case
Key clients at White & Case include Bank of America Merrill Lynch, BC Partners, BNP Paribas and Credit Suisse. On the equity side, the team last year advised Boussard & Gavaudan in connection with a transaction relating to its shareholding in Camaieu, a listed entity, principally owned by private equity fund Cinven....
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Key clients at White & Case include Bank of America Merrill Lynch, BC Partners, BNP Paribas and Credit Suisse. On the equity side, the team last year advised Boussard & Gavaudan in connection with a transaction relating to its shareholding in Camaieu, a listed entity, principally owned by private equity fund Cinven.
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Willkie Farr & Gallagher
One of the largest transactions closed by Willkie Farr & Gallagher in 2011 was worth €945 million when Daniel Hurstel and Julien Mougel led the team advising CMA CGM on its senior notes issuance composed of $475 million 8.5% dollar-denominated senior notes due 2017 and €325 million 8....
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One of the largest transactions closed by Willkie Farr & Gallagher in 2011 was worth €945 million when Daniel Hurstel and Julien Mougel led the team advising CMA CGM on its senior notes issuance composed of $475 million 8.5% dollar-denominated senior notes due 2017 and €325 million 8.875% euro-dominated senior notes due 2019.
Partner Eduardo Fernandez was involved advising on some private placement mandates. One example saw him act for Sodexo on the private placement worth $600 million in senior unsecured notes; the other saw him advising Ipsos on the private placement of senior notes worth €300 million.
Elsewhere Amir Jahanguiri led the team advising Arkema on a €500 million bond issue which closed in October 2010.
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