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

"A relatively tight market," is one partner's verdict on the capital markets from mid-2010 to mid-2011 and this is especially true of the Belgian equity markets, which saw no significant IPOs and quite a few abandoned or postponed attempts.

"The market is still sometimes patchy and you have only small windows in which you can get the right pricing," explains one partner. Healthcare and biosciences companies Ontex and Cardio3, agro-chemical company Taminco and Belgian's postal service BPost all pulled IPOs mainly due to the unpredictability of pricing on the stock exchange.

A number of partners also point out that the market has "cash rich" companies that are "hungry for transactions" and that capital markets deals "are still corporate driven rather than financial driven". "It is no longer a case of somebody without much money buying and selling something to somebody else with no money," says a partner.

In spite of this, the secondary markets and mid-market saw a respectable amount of activity, with a number of successful capital raisings through rights issues and private placements coming from the country's budding biotech sector, and some bigger deals, among them Nyrstar, which managed to raise over €490 million through a rights issue. Firms also handled deals that were alternative versions of IPOs. Cellerix, one lawyer explains, is "cash rich, considered an IPO two years ago in Spain and has now done a reverse takeover and therefore an IPO by putting shares into the already listed TiGenix; it is not however a public offering".

The debt capital markets were a very different story, with the lack of easy financing from banks pushing companies into the markets. "It was a very busy period, a lot of transactions, bond issues, high yield bond issues, exotic type transactions for example the first hybrid bond issue by a corporate with equity capital treatment," says one partner. Firms handled a number of high-yield and convertible bond issuances, the most significant being for UCB, Telenet, Delhaize, Fluxys and Ontex.

"High-yields are a new trend, they will continue for the next few months while banking is still stretched, and there is a lot of US debt trying to find long term funding in the EU market," says a partner. Basel III is also driving trends: "the debt markets are not quiet for various reasons and this will remain the same if only for Basel III; for example corporate bonds are treated better than corporate loans, retail investors like to invest in corporate bonds, there is a clear appetite for it," says a partner.

The trends led some to question their impact on the corporate environment, with one partner asking: "To what extent does this give leverage to borrowers? It is still not as convenient as straight bank financing."

On the legislative side, there was movement, despite there being no elected government in place. One much talked about piece of legislation in the pipeline is designed to introduce a covered bond framework in Belgium. "Belgian banks are at a competitive disadvantage and can't finance RMBS and loans as efficiently," says one partner, "there is no government, but we expect a law in the very near future, after December 2011, and after that we will see a lot as there will be a backlog of cases". Regulations for Real Estate Investment Trusts (REIT) were also recently relaxed through Royal Decree. The new regulations allow REITs to hold more debt and to facilitate share issues and in 2011 set a series of deals in motion.

Allen & Overy keeps its position in tier one this year. The firm picked up mandates across the board, advising on potential IPOs and a number of secondary offerings (notably in the biotech sector). On the debt side it handled some of the pick of the deals for high-yield bonds, cross-border bond issues and securitisations.

"They are available, they give swift responses and they are thorough," says a client, while one peer says: "They have the strongest presence of all the firms." Peter Bienenstock and Sylvia Kierszenbaum come highly recommended on the debt side, the latter above all for securitisations, while Dirk Meeus and Hans Kets are well recognised in the equity markets.

A&O advised on some of the market's prize transactions in the last year, most significantly UCB's €300 million bond issue, where Kierszenbaum advised Merrill Lynch, BNP Paribas Fortis, ING, RBS, Crédit Agricole CIB and Mitsubishi UFJ Securities International. It was the first perpetual bond issue by a corporate in Belgium. Kierszenbaum and Bienenstock also acted on two high-yield issues, one advising the initial purchasers on the €835 million issue by Ontex Group and the other acting for the underwriters on an issue by Telenet.

The firm also clinched lead roles on bond issues by Tessenderlo Chemie, advising the issuer, and Groupe Bruxelles Lambert, advising the banks.

On the equity side, Pierre-Olivier Mahieu advised the underwriters on the aborted IPO on the Euronext by Cardio3, while Kets and Meeus handled a string of secondary offerings, among them Elia's €300 million capital increase, acting for a panel of Belgian banks, and Agfa Gevaert's €140 million rights issue, acting for the underwriters (among them HSBC, BNP Paribas Fortis, ING and KBC Securities).

The firm won mandates on the majority of the biotech capital raisings and other mid-sized private placements, assisting Belgian Eden Chocolates Holdings on a private placement, Thrombogenics on its capital increase and Kempen & Co and NomuraCode on the capital increase for MDxHealth.

Cleary Gottlieb is widely considered to be the highest quality team when it comes to the equity markets, handling a smaller volume of deals but taking the pick of the crop. Jan Meyer and Laurent Legein especially have top reputations.

"In volume not tier one, but in quality there is no question about it," says one peer. "It has a very fine team, it is really good, always excellent, everyone agrees, it does not have a very large team but it is very, very good and each time we see them they really make an impression," says another competitor.

The firm handled the largest equity transaction in Belgium in the last two years, assisting the joint bookrunners Goldman Sachs and Deutsche Bank and the underwriters, which included BNP Paribas Fortis, ING and KBC, on the €490 million rights issue by Nyrstar.

Cleary also worked on two proposed but as yet uncompleted IPOs, one for BPost, acting for the government, and another for Ontex, advising the underwriters.

Although better known in the equity markets, the firm's debt work last year was equally worthy of mention. The team acted on the largest debt transaction in the past two years for Telenet, which completed three high-yield issues for €500 million and €100 million in November 2010, and €300 million in February 2011, which were listed on Euro MTF and the Luxembourg Stock Exchange.

It also advised Bekaert in a €100 million unsecured bond offering, open to retail investors in Belgium and Luxembourg.

Linklaters is often named as the market leader in the debt capital markets and through 2010-11 the firm featured on a majority of the high value debt deals. "We come across them rather often," says a competitor, "they have a very fine team, with François De Bauw and his associates doing really a great job."

Among the active partners, peers often recommend Matthieu Duplat, who recently advised UCB on a €300 million issuance of fixed-to-floating rate perpetual subordinated securities, marking the first ever such issuance by a Belgium non-financial corporate.

Another lauded partner is David Ballegeer, who has made a name for himself in the high-yield market. Notably, he advised on the Belgian aspects of the complex $450 million high-yield bond issue by Carmeuse Group in April 2011. The advice on the high-yield itself was led by Linklaters' London team. Of counsel Gilles Nejman is also popular in the market.

Other key transactions saw Linklaters advise BNP Paribas Fortis and KBC Bank as joint lead managers and BNP Paribas Trust Corporation as trustees in the €150 million bond issue by Tessenderlo, handled GBL's €350 million issue and acted for the joint lead arrangers to the €150 million Eandis bond issue.

On the equity side, the firm advised on rights issues for biotech and healthcare companies Agfa Gevaert and TiGenix. It represented the joint lead coordinators Merrill Lynch, Morgan Stanley, KBC and BNP Paribas Fortis on Taminco's attempted IPO and it is currently advising De Post on a possible international IPO and listing on Euronext Brussels.

The firm also won a mandate from Studio100 to advise on a €37.5 million private placement and €30-40 million bond issue and completed a string of securitisations, among them extensions of securitisations programmes into Belgium for Fraikin and Johnson & Johnson. It also advised Société Générale as lead manager on a €875 million leasing receivables securitisation transaction by Bumper.

Baker & McKenzie maintains its position as possibly the strongest of the tier two firms, and boasts an especially good reputation in the equity capital markets. "I work often with all the top firms and Koen Vanhaerents is one of the best of the bunch," says one client.

The firm bagged one of the highlight debt deals of the year when Roel Meers led a team, supported by London, to advise long-standing client Nyrstar on a €525 million bond offering and €490 million equity raising through a rights offer. The deal involved a raft of financial institutions including BNP Paribas Fortis, ING, KBC, Goldman Sachs and Deutsche Bank and was one of the largest equity deals in Belgium over the past two years.

The firm has "a strong franchise in pharmaceutical companies and the biotech sector; we saw them on the Thrombogenics deal and a lot of other transactions...they have a good reputation", says a peer.

This reputation owes much to Peter Leys' role on these transactions, advising KBC Securities, Petercam and Jeffreys on Thrombogenics' €55 million private placement, Devgen on a €27 million issue, Galapagos on a €28 million placement underwritten by KBC Securities and ABN Amro, KBC Securities on the TiGenix's €15 million issue and MDxHealth on a €8 million issue.

In one interesting deal, corporate partner Pierre Berger advised Argenta, a family owned bank with an unorthodox co-operative structure, on a €400 million public offering of membership rights.

Since the departure of Laurent Legein to Cleary Gottlieb in 2006, a move still mentioned by competitors, Clifford Chance has built a strong team around former Belgium managing partner Yves Herinckx, one of the two or three most highly praised lawyers in the market, and partners Philippe Hamer (who is active on REITS - real estate investment trusts) and Lounia Czupper.

"Flexible and reactive," says one client of the team. "They are primarily in the debt capital markets, and they are very good at this," says one peer. A client praises Czupper as "a key person, the leading individual", and another says: "Herinckx is always available and always steps back to give you the broader picture of the transaction".

Yet another is impressed by the team's flexibility: "We were very happy with the quality of the work done by Clifford, it was a private placement with a very tight time schedule so it was very important to have a flexible, responsive and available team, and they really took care of the client."

In one much lauded transaction, Czupper advised BNP Paribas Fortis on a €100 million guaranteed Eurobond issue by the Shanks Group which involved 20 different guarantors. Czupper, with support from London and New York, also advised JPMorgan on a $450 million senior secured notes issue by Calcipar (part of Carmeuse).

Deutsche Bank turned to Herinckx for a rather rare transaction which entailed a €100 million floating rate and €60 million notes issuance by the Walloon region. Due to the public nature of the issuer the issuances needed to be decreed by a new law.

On the equity side, Herinckx and Hamer advised the underwriters to Cofinimmo's €173 million issue of convertible bonds, the first of its type by a REIT in Belgium, and Publi-T (majority shareholder of Elia) on a €300 million rights issue by Elia to finance its acquisition of German electricity network 50Hertz Transmission.

Freshfields Belgium has a slightly smaller presence in terms of lawyer numbers than its direct competitors, however it punches above its weight thanks to its network, which keeps it in close contact with the London investment banks and top corporate clientele.

"A fine firm to work with, well-known, depends a bit on the people assigned to the transaction," says one client. "They are good for large cross-border deals, with major clients like Solvay and UCB", says a peer, "and when they are involved, the transaction is a major one".

In terms of equity deals, the firm advised UBS and KBC Securities on the €50 million secondary public offering of Ablynx and Geert Verhoeven advised Bank Degroof, ING and KBC as lead arrangers on the €50 million secondary public offering of shares in Aedifica.

The firm also advised Belgacom on a bond buy-back programme and Eurobond issuance within its EMTN programme (the firm has so far advised Belgacom on all its renewals within the programme) and Fluxys on a €100-€300 million bond offering to investors, marking the first such issue for Fluxys for a significant period of time.

Verhoeven also acted for Delhaize, an active client of the firm's that embarks on significant capital markets transactions on an annual basis, as issuer of a private offer of bonds worth €375 million.

Independent Belgian firm Eubelius keeps its place in the third tier thanks to a solid presence noted by competitors especially in the equity capital markets.

The firm won mandates on some large deals last year, for instance advising Elia on its €300 million rights issue, public issue and foreign private placement, as part of a refinancing for the acquisition of 50Hertz Transmission. It also supported joint lead managers Petercam and ING Bank on Banimo's €75 million public offering.

The firm is one of the biggest players in the biotech sector and was mandated by Cardio3 Biosciences on its attempted and finally aborted IPO on Euronext Brussels. Other sector clients include UCB, Movetis, Ablynx, Vemedia and Complix. For instance the firm advised Complix in June 2010 on a successful private placement.

Other highlights saw the team act for WDP as issuer of the first optional stock dividend by a REIT (real estate investment trust) in the Belgian market, and assisted Easdaq on its private placement.

The firm has a very well respected academic profile in market: "They have very high academic skills, most of the partners teach at universities and we go to them for very in-depth and academic questions," says one client.

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.

Although Stibbe moves down a tier this year, the firm boasts market leading expertise in structured finance under Ivan Peeters, referred to by some competitors as 'Mr Securitisations', and a top class offering in the equity markets, with corporate partners Jan Peeters and Pascal Vanden Borre.

A clear sign of Ivan Peeters' standing in the market was that he was engaged by the government to work on a new covered bond law. He also gets glowing praise from clients. "[Ivan] Peeters is highly intelligent, has a strong ability to analyse, is very good on the regulatory aspects and can think in other categories than the superficial ones," says another client.

"It is a fine firm to work with and well-known," says one client and another agrees: "We had a problem with a product we had sold to corporates and banking clients and all of a sudden we were faced with lots of files and had to get someone to re-examine the whole process of commercialising, prospectus, regulatory framework... [Ivan] Peeters gave total advice, he had to do it quickly and managed to do it at very high quality, with all aspects covered - we didn't lose one case."

Peeters acted on one of the firm's top transactions last year, which saw him advising ING on a securitisation of €6 billion of portfolio loans to SMEs (small and medium enterprises).Alongside Weil Gotshal, he also advised Dutch issuer Strateurop International on the Belgian aspects of a high-yield bond issuance.

The firm got some strong equity mandates as well, with Vanden Borre advising Cellerix in a capital increase following its merger with TiGenix and helping ING and Dexia on the €40 million rights issue of REIT Montea.

Working with its leading Dutch office, the firm also advised on one of the biggest secondary offerings in the Benelux region: ING Bank's €7.5 billion rights offering.

The firm has recently gone through a period of growth, appointing a new partner and opening an office in Luxembourg, giving it full coverage across the Benelux region.

On the down side, it did suffer two departures last year, with of counsels Christoph Michiels and Tom van Dyck moving to Laga and Liedekerke, respectively.

Peers note that White & Case has a slightly lower market profile compared to its global counterparts, but having said that it handles a fair share of complex capital market transactions, most notably in the debt markets.

Thierry Bosly, Muriel Alhadeff and Stefan Odeurs alternately lead on the firm's most notable transactions and each have established reputations in the market.

Bosly advised BNP Paribas Fortis as lead manager on what turned out to be a very successful €150 million public bonds issuance by Aquafin. Another neatly closed deal of the year saw the firm advise BNP Paribas Fortis, ING and KBC Bank as joint lead managers on the public bond issuance of Cofinimmo, which led to a successful issuance.

Elsewhere, the firm was instructed by Calyon to advise it in its capacity as arranger of an issuance by Premium Plus of €600 million of coupon secured notes.

In another large transaction, Alhadeff advised Jefferies, UBS and Wells Fargo as joint bookrunning managers on a Rule 144A/ Reg S offering by Siemens Enterprise Communications of €200 million senior secured notes due in 2015 and guaranteed by Enterprise Networks Holdings and sixteen of its subsidiaries across ten jurisdictions.

Altius has accumulated a worthy portfolio of capital markets work recently. The team is led by banking and finance partner Johan De Bruycker, who was involved a couple of years ago on the delisting of the Belgian state owned gas company Distrigaz, a high profile deal. The firm joins the rankings for the first time.

"They did a really great job on a bond issue: the whole legal department was very pleased with their approach, which was very hands-on; one of the advantages of the firm for us is not being so big and being close to us in Brussels," is one happy client's feedback.

In November 2010, the firm closed a transaction with an innovative public angle. De Bruycker advised the Belgian public credit insurer ONDD as a guarantor on 50% of Sarens' €40 million subordinated bond issue, with Degroof Bank and KBC as lead arrangers.

The deal helps to establish a precedent as it is only the second time such a transaction has been supported by the government.

Elsewhere, De Bruycker acted for the Bakkavör Group on a £350 million senior secured notes issue, and filed an F-4 exchange offer registration statement for Case New Holland relating to an existing $1.5 billion notes issue.

The Ashurst Brussels office has a smaller presence in the market than its magic circle counterparts and often acts in a supporting fashion on large transactions with other international firms or alongside its London office, according to commentators. Carl Meyntjens is the main name at the firm.

In recent mandates, the team assisted Latham & Watkins in advising Ontex IV on several bond issuances comprising of a €570 million senior secured notes offering, a €280 million floating rate notes offering and €235 million senior notes issuance with Goldman Sachs and Merrill Lynch.

Meyntjens also led a team in Brussels advising Ontex on its abandoned IPO which was being worked on by UBS Investment Bank and JPMorgan. After the abandonment of the listing the deal turned into a sale of the Ontex Group to Goldman Sachs PIA and TPG Capital.

On a fully Belgian deal, Ashurst advised KBC Securities as underwriter of €15 million capital increase of Euronext listed Accentis. With the London office, the firm advised Shanks Group and subsidiaries as issuer and guarantors to €50 million bond, with notes listed on London exchange in October 2010.

Capital markets work is one of Laga's strong suits, and following a consistent presence on mid-sized equity (ECM) and debt transactions and securitisations the firm joins the rankings this year. In May 2011 the team recruited Christoph Michiels as of counsel from Stibbe.

A major banking client recommends Benedikte Verdegem for her very good reputation, while peers comment that the firm wins "mostly ECM assigments, with David Roelens in charge most of the time. It is a very good firm, below the large international firms but still with very good professionals that know the local market and have an international practice, they do a good job for local companies".

Another client praises Roelens, saying: "He is sharp, knows the legal aspects very well but can also look for solutions, not just problems."

Roelens led on the majority of the firm's transactions last year, advising Sarens on a €45 million private placement of bonds, Montea Common on a €40 million capital increase through a public offer of shares with ING Bank and Dexia, and PinguinLutosa on a €60 million capital increase and subordinated loan subscribed to by Gimv.

The firm also acted on two RMBS securitisations.

Liedekerke joins the rankings this year after recommendations from peers and a consensus that the firm does have a regular footing in the capital markets.

Its most high-profile practitioners in the field were Patrick della Faille and Thierry Tilquin, however in May 2010 della Faille left for Lydian and the firm recruited a new partner in Tom Van Dyck, a former of counsel with Stibbe.

Following the addition of Van Dyck, the firm also recruited Liesbeth Denturck from Clifford Chance in September 2010 and Gaetane Schaeken, after five years with Linklaters and Freshfields, as a senior associate in the firm's London office in April 2011.

Van Dyck and Tilquin led on the firm's major deals through 2010 and 2011. Tilquin advised Befimmo on a €150 million public bond offering and the Federal Participation and Investment Company indirect subscription of shares for €60 million.

Van Dyck acted with Philippe Malherbe for Warehouses Estates Belgium (a REITs listed company) on a €30 million share capital increase and Alterfin on its public share offer for €20 million, a first ever by a microfinance company.

Through 2010 and 2011 Loyens & Loeff won a series of notable referrals, including a large debt issuance and a high-yield bond issuance. The firm's leading lawyer Marc Vermylen has a strong reputation among peers.

The firm turns over a lower volume of deals than some competitors but the deals it acts on tend to be of a high standard. This may explain the rather patchy market reputation it has, compared to firms that clock in a regular stream of mid-sized deals. Nevertheless, the transactions speak for themselves and Loyens maintains its position in the rankings.

The firm worked alongside the US and UK offices Kirkland & Ellis to advise Ideal Standard/Bain Capital on a €285 million high-yield bond issue, which was embarked upon as part of a restructuring process. The deal was done with Goldman Sachs and Deutsche Bank.

The firm also worked alongside the German office of Freshfields to advise Continental on multiple bond issues for a total of €3 billion and finally GE Commercial Finance on the securitisation of trade receivables of the IAC group for €125 million (among other securitisations).

In 2010 Lydian poached leading capital markets lawyer Patrick della Faille from Liedekerke in a move which will boost its market presence. Della Faille will work alongside one of the market's young up-and-comers Tom Geudens.

The firm received a number of referrals from US firm Latham & Watkins, including one mandate advising initial purchasers Citigroup, JPMorgan, Standard Chartered Bank, Crédit Agricole, Nordea, UniCredit, KBC Bank and RBS on Sappi Papier Holding's issuance of €250 million and €350 million senior secured notes.

Also supporting Latham, the team provided Belgian law advice to Siemens Enterprise Communications on a €200 million secured notes issuance. A good standalone deal saw Lydian advise WEB on a €30 million capital increase.

Simont Braun's practice is led by Vanessa Marquette. Highlight transactions saw the firm advising Aedifica on a €67.5 million public rights issue listed on the Brussels Euronext. The advice was led by Sandrine Hirsch.

In another deal, Marquette advised Communauté Francaise de Belgique on a €4 billion EMTN programme with arrangers Deutsche Bank and Dexia.