Bank lending - company side
Bank lending - lender side
Bank lending - sponsor side
The UK banking market is in step with nearly all other Western European jurisdictions in suffering from a severe drought of liquidity. "The market has stabilised post credit-crisis but its stabilised at a low level of liquidity," says one partner. Instead the market now bears witness to a 'battle of the banks' on the few deals and prospects in the market that are not viewed with suspicion. "Banks are lending to the right people but there's not enough deals around to satisfy the deals that the bankers want to do," explains one partner. "Because there's so few deals around when a good one comes up there's a feeding frenzy and the private equity sponsors start showing the bad habits developed in the boom years."
But where the bankers fear to tread, the bond market struts with confidence. "The biggest trend that we've seen is the development of the bond market to finance leverage acquisition finance transactions," says one partner. "We are now seeing transactions financed by a fairly sizeable bond element and an almost negligible bank element depending on the transaction."
It is high-yield in particular which has taken up the slack, "The high-yield market has come to fill the vacuum that was left," says one partner, "If you're uncertain about what your growth prospects are going to be you can see how you'd move away from that (bank financing) and towards a bond structure where the covenants are more flexible."
However this has led to a greater tension between the different financing elements present on most deals. "Banks have a sense that high-yield bonds are not in the best interest of the company, they use any excuse they can to keep these vulture fund bond people at 20 cents to the dollar in the process," says one partner. But in the current market such strong arm tactics are proving increasingly unsuccessful as the bond element in most deals is gaining in prominence. "The bond is not a junior piece of debt in the structure it is part of the senior debt," says one partner.
The rise of high-yield has also suppressed the mezzanine market. "Last year we started to see the return of mezzanine financing but it hasn't really taken off and this is down to the rise and rise of high-yield," explains one partner and another backs this up: "Mezzanine is coming back and mezzaniners are being more convenient in acting on deals. But mezzanine had completely disappeared and been overtaken by bonds."
What all of these has led to is a need for finance practices within firms to show that they can be flexible and offer equal strength on both bank and bond sides to be able to deal with the multi-faceted mandates now so prevalent in the market.
Regulation in the form of the Basel III core capital requirements and to a lesser extent the UK Vickers report have also been praying on bankers minds. "I don't think banks have really taken on board the impact of Basle III," says one banking lawyer. "I think a lot of banks have not fully realised the losses inherent in their loans and in their portfolios."
While UK banks can be thankful that they have not been more exposed to the Greek debt crisis, there is still a knock on effect from the various macro-economic issues sweeping across Europe and there is a genuine lack of confidence even in those institutions considered to be healthy. "You get a false impression from some of the international banks and the bonuses they pay out that gives the impression that all is well and rosy, but its not the case at all," explains one partner.
Linked in part to this has been the relatively low level of restructuring, an area of work many had presumed would come back in flood. Again most practitioners were of the opinion that this was a case of the banks not being prepared to face up to the skeletons in their closets. "There hasn't been the number of restructurings that people would have expected," says one banking lawyer. "People don't want to fess up to things, they are hoping that all the ships will rise with the tide."
Allen & Overy
With its immensely strong bank side practice so often taking the limelight, the other aspects of A&O's practice can sometimes be overlooked, but the firm has strength on all sides and is increasingly being recognised as a growing borrower side practice as well. "It seems slightly anomalous to see Allen & Overy in tier two as opposed to tier one [in the borrower side table]," says one peer....
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With its immensely strong bank side practice so often taking the limelight, the other aspects of A&O's practice can sometimes be overlooked, but the firm has strength on all sides and is increasingly being recognised as a growing borrower side practice as well. "It seems slightly anomalous to see Allen & Overy in tier two as opposed to tier one [in the borrower side table]," says one peer. "It would be difficult to split them up on the company side, I think they have a similar % of the borrower side clients."
This is backed up by the firm's deal list this year, with the team working on a number of notable acquisition finance mandates. With private equity being the most active movers in the M&A area it is unsurprising that these mandates have emerged from the firm's clients in this area. In this sense one of the biggest deals saw Tim Polglase advise CVC Capital partners on the €665 million financing for the acquisition of Spanish healthcare supplier Capio Sanidad. CVC also called in the firm's lead partner Robin Harvey to advise it alongside Charterhouse to secure €785 million of debt facilities for the acquisition of Autobar in August 2010.
"They do a good job on a consistent basis, they are talented, pretty commercial, I think that if you subscribe to the view, which I do, that there is a magic circle I think they hold their own," says one client.
The firm's lender side practice of course remains strong, "I think you'd still say that Allen & Overy, Cliffords and Links are the three dominant ones the banking side," says one peer. A client adds: "A&O we have used on two projects because they do so many deals with the big banks. I'd definitely put them ahead of Clifford Chance."
A clear highlight were two linked transactions in the mining industry. In July 2010, Nick Clark advised Barclays Capital as facility agent of a $7.5 billion acquisition facility for the public and limited entities of BHP Billiton for its all cash offer for Petrohawk, with the loan consisting of a $5 billion term loan and a $2.5 billion revolving credit facility. Clark was again involved alongside David Murray as the team acted for the bookrunners including JPMorgan of a $45 billion loan to BHP Billiton for its bid for Potash.
The firm is not above criticism though and indeed several clients suggested that being one of the leaders in the field for so long has maybe made the firm too comfortable: "I would rank them one layer below Links, I think they are a bit complacent," says one. "They think that they are the best and they don't feel the need to prove themselves." Another provides a similar view suggesting that this has led to unnecessary delegation: "With Allen & Overy I get frustrated, its not partner driven, its the number of people you get on the deal. There's no continuity." Another agrees: "A&O, I don't think their partners are as available, they leave more junior people to run these transactions."
However, with the sheer numbers of deals being done, it is perhaps unrealistic to expect partners to be always present all the time. Another substantial mandate saw Michael Castle advise the joint bookrunners including BNP Paribas, Deutsche Bank and JPMorgan on a €4.3 billion credit facility for Bombardier. The novelty of the facility allowed Bombardier to increase its value or seal an extension with the existing bank syndicate or to bring in additional lenders.
The team also acted on the largest acquisition facility undertaken by an Indian corporate when Sanjeev Dhuna acted for Standard Chartered on the $10.7 billion financing to Bharti Airtel for its acquisition of Zain Africa.
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Leading lawyers
Trevor Borthwick
Sanjeev Dhuna
Mike Duncan
Robin Harvey
Stephen Kensell
George Link
Timothy Polglase
Ashurst
Ashurst's banking practice led by Nigel Ward remains focused on bank side mandates, although thanks to its private equity strength the firm also maintains a solid sponsor side offering."Ashurst on the leveraged side, I would see them a lot," says one client....
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Ashurst's banking practice led by Nigel Ward remains focused on bank side mandates, although thanks to its private equity strength the firm also maintains a solid sponsor side offering.
"Ashurst on the leveraged side, I would see them a lot," says one client. "Maybe it's just the fact that they understand our approach, we don't have to sit down and explain things to them. There's a lot of people we'd regard very highly in Ashurst."
The London team experienced a few changes in the past 12 months including the return to the London office of Martyn Rogers after two years in the Middle East. The team's Italian law capacity was also boosted through the hire of partners Ugo Giordano and Fabio Pizzoccheri from Dewey & LeBoeuf.
Key bank side mandates included lead partner Nigel Ward acting for Barclays Capital, Goldman Sachs Morgan Stanley, RBS and UBS on the £2 billion financing provided to Advent International and Bain Capital for the acquisition of 80% of RBS Worldpay. Working alongside Ward on the deal was partner Jane Eissenden who also advised Goldman Sachs and TPG on €700 million in financing facilities for the acquisition of Ontex from Candover. A separate team led by Nick Benham also acted for Ontex on the sale.
Another mandate from Goldman saw the team act for the bank alongside Rothschild over the £700 million financing for Boparan Holdings offer for Northern Foods.
One of the firm's largest deals saw Benham act for Korea Eximbank on the $2.6 billion in financing provided to Korea National Oil for its takeover of Dana Petroleum.
On the sponsor side Doo-Soon Choi was kept busy advising Oakley Capital on the financing aspects of its acquisition of a 50% stake in Time Out and on the financing of the groups disposal of Host Europe. Choi also acted for LGV Capital on the financing for its acquisition of Snow & Rock.
Refinancing remains a key part of the market and last year Helen Burton acted for Gala Coral on its LBO restructuring which involved the mezzanine debt holders converting a £558 million holding into equity and injecting a further £200 million in cash. The deal was the largest LBO restructuring in 2010.
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Leading lawyers
Helen Burton
Simon Thrower
Mark Vickers
Nigel Ward
Baker & McKenzie
January 2011 saw Baker & McKenzie boost its banking team through the hire of partner Anthony Borger from SNR Denton in January 2011.Led by Bernard Sharp the firm leans more towards bank side mandates in London with many emerging from its vast international network....
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January 2011 saw Baker & McKenzie boost its banking team through the hire of partner Anthony Borger from SNR Denton in January 2011.
Led by Bernard Sharp the firm leans more towards bank side mandates in London with many emerging from its vast international network. An example of this last point saw the London team led by Calvin Walker assisting its Cairo based colleagues acting for the National Bank of Egypt, Banque Misr and the National Bank of Abu Dhabi as arrangers of the financing granted to telecommunications subsidiary Etisalat Egypt for refinancing and the financing of further infrastructure facilities.
Another deal saw Walker again involved acting for Sociéte Générale and RBS as part of a 19-bank syndicate on a $2.25 billion facility for BP Caspian.
On the restructuring side, the team acted for the BTA Bank Creditors Steering Committee, comprised of 11 banks and financial entities on the $16.7 billion debt restructuring of the Kazakh entity.
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Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb Steen & Hamilton's banking team acts most often on the company side as demonstrated by its tier three position in the company table.A key figure in the practice is Andrew Shutter who last year advised Wind Telecommunications on a re-financing package worth a combined €6....
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Cleary Gottlieb Steen & Hamilton's banking team acts most often on the company side as demonstrated by its tier three position in the company table.
A key figure in the practice is Andrew Shutter who last year advised Wind Telecommunications on a re-financing package worth a combined €6.5 billion. Alongside a bond issue the team also gave advise to the firm over a €3.93 billion loan financing. The re-financing comes ahead of the planned acquisition of the client's parent company weather by Russian company VimpelCom.
The team was also involved in further restructuring work advising Belgium cable operator Telenet Group Holding on the restructuring of its €2.3 billion senior credit facility.
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Leading lawyers
Andrew Shutter
Clifford Chance
The market remains convinced that Clifford Chance's real strength remains as bank side counsel. "Clifford Chance has a got a decent corporate client base but that's dwarfed by its bank client base," says one peer and another agrees: "Allen & Overy and Clifford Chance are still the biggest lawyers on the lenders side....
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The market remains convinced that Clifford Chance's real strength remains as bank side counsel. "Clifford Chance has a got a decent corporate client base but that's dwarfed by its bank client base," says one peer and another agrees: "Allen & Overy and Clifford Chance are still the biggest lawyers on the lenders side."
Company and sponsor side mandates still form an important part of the firm's work though and it remains the only practice with a top tier ranking in all three sections of the bank lending table, which is testament to its flexible and balanced offering.
The firm's banking relationships are also appreciated by clients. One who worked with James Butters says: "I rate him highly, he's probably the best lawyer in London for me. He organised the banks, there was about 10 involved, he had the thoughts of the banks, he got people on-board he treats people with respect." A client of Richard Sharpel had similar comments: "It was very difficult to say anything bad about him, it was a very difficult transaction, he calmed the situation in the end, because he knew what the bank situation was."
As for most practices, acquisition finance has made up the bulk of the work for the team last year. One of the largest mandates saw a team led by Michael Bates acting for RBS, Deutsche Bank, BarCap, BNP Paribas, Lloyds, Mizuho and Santander as lenders of the £5.8 billion facilities to Cheong Kong Infrastructure for the acquisition of EDF's UK business.
Bates is another favourite among clients: "Michael is one of the best lawyers in the City. He's very experienced anyway, he understands the infrastructure sector very well, he's got a very good manner, he deals with a number of banks at the same time," says one client. "He focuses banks on what they need to look at."
In line with the recent market trend for combined bank and bond financing, last year partners James Johnson and Carol Van der Vorst acted for Citi, Credit Suisse and JPMorgan as the lenders of a senior credit facility as part of a €1.7 billion financing including a high-yield bond issue, granted to Ardagh Glass for its acquisition of metal packaging company Impress.
In a similar issue, this time on the sponsor side, Richard Sharples and Felicity Reardon acted for Candover Partners, the Goldman Sachs Group and Expro Holdings UK 3 as the sponsors and borrowers of $1.8 billion refinancing facilities made up of £362 million in mezzanine facilities, a $100 million revolving credit facility and a $1.4 million high-yield bond issue.
With clients looking for high-yield expertise in the current environment, clients pointed out James Johnson: "He's up with the best that I have worked with, he's got a wealth of experience. In the deal we have just done there was a high-yield aspect to it, he clearly knows the topic and had a lot of experience in that," says one.
Another major sponsor side mandate saw Malcolm Sweeting and Tomasz Wozniak acting for Babcock International Group on the £1.3 billion financing for the acquisition of the VT Group.
Due to the nature of the market, refinancing and restructuring work is still prevalent. Last year Bates and Melissa Gardiner acted for Lloyds and RBS as the lenders of £3.4 billion in refinancing for diamond group De Beers. The deal also involved a second banking syndicate made up of South African institutions. Another major debt restructuring saw the team advise the borrowers DSI International on a €1.2 billion debt for equity swap.
Highlighting the firm's strong Africa practice, a team including Geeta Khehar and Chris Page acting for Absa Bank, Barclays Bank Zambia, Citibank Zambia, Citi and Standard Chartered Bank Zambia on a £49 million facility made available to Zambian Breweries.
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Leading lawyers
Michael Bates
Mark Campbell
Charles Cochrane
Alan Inglis
Malcolm Sweeting
Freshfields Bruckhaus Deringer
"Freshfields is a terrific corporate law firm but they seem to blow hot and cold on finance, they keep suggesting that they're focusing on it and then drifting off, but they deserve to be there." This view from one partner is indicative of that held in the market in general....
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"Freshfields is a terrific corporate law firm but they seem to blow hot and cold on finance, they keep suggesting that they're focusing on it and then drifting off, but they deserve to be there." This view from one partner is indicative of that held in the market in general. There is no doubt that in terms of its company and sponsor side practices the firm, as a result of its corporate client base, is one of the market leaders. However on the lender side peers suggest that the firm's commitment to building a tier one practice seems to come and go.
This was in part demonstrated in November 2010 when partner Chris Howard left the firm to return to Linklaters where he had previously been an associate. The team also lost Presley Warner in February 2011 who left for Sullivan & Cromwell. These were the latest in a series of individual moves over the last few years which, though limited in the damage done to the practice as a whole, hint at perceived frustrations among some finance partners.
However despite these reservations, the team has still worked on some significant bank side mandates including advice to BNP Paribas as coordinator and Bank of America as agent on the €2 billion refinancing of the Electricity Supply Board's existing facilities. In a similar deal, a team led by Alex Mitchell and Ken Baird acted for RBS in the high profile debt refinancing of Liverpool FC and holding company Kop Football as part of the sale of the club by Tom Hicks and George Gillett to New England Sports Ventures.
Clients view the firm's corporate strength as a clear advantage, as one client of Sean Pierce says: "There are lots of lawyers who are clever, but they are very smart, they understand the commercial points. Part of the reason we like working with Freshfields, dealing with the finance side they have very very very good M&A."
Another client who worked with both Pierce and David Winfield valued the team ethic the firm promoted: "They really understand what it is that we do, if you get stuff drifting they galvanise and get their first rate team onto it. In negotiations we can subtly switch from good cop to bad cop. I can just look across at either of them with half a raised eyebrow and they'll know where I'm coming from."
Restructuring and refinancing work was a dominant theme for the practice last year and Mitchell and Baird were again involved alongside the firm's Spanish office acting for ING, Babson, ECM and Harbourmaster as the senior lender steering committee on the restructuring of the Panrico group. Practice head David Trott also advised the crossover creditors on the restructuring of German cable operator Primacom. The deal also saw the creditors taking control of the group.
With the return of the private equity market the team also took full advantage of its corporate links advising on a number of notable acquisition finance deals. Again working alongside the Spanish team, Sean Pierce advised CVC Capital partners and Spanish firm ACS on the €1.5 billion acquisition financing for 25% of transport company Abertis.
In August 2010 Neil Falconer also advised the Zhejiang Geely Holding Group on the $300 million acquisition finance facility and an additional $500 million in working capital as part of the firm's takeover of Volvo from Ford.
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Leading lawyers
Martin Hutchings
Sean Pierce
David Winfield
Herbert Smith
Because of its strong projects practice, particularly in the area of oil and gas, the capability of the Herbert Smith bank lending team is not always recognised, but peers admit that in the last year the firm has increased its visibility and is beginning to be seen as a challenger to the top practices particularly on borrower side mandates. "I think they are, over time, increasing and establishing their practice," says one peer, "Herbert Smith has got some decent financing people....
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Because of its strong projects practice, particularly in the area of oil and gas, the capability of the Herbert Smith bank lending team is not always recognised, but peers admit that in the last year the firm has increased its visibility and is beginning to be seen as a challenger to the top practices particularly on borrower side mandates. "I think they are, over time, increasing and establishing their practice," says one peer, "Herbert Smith has got some decent financing people."
This growing presence is further backed by the hire last year of two former Linklaters counsels in the form of Matthew Job and Martin Kavanagh who join the firm as partners.
Clients had high praise for Jason Fox: "He's tenacious in defending his clients interests and his overall negotiating style is co-operative and protective," says one. "As far as I'm concerned he's unequalled in terms of his knowledge of the market and he's got the right relationships to ensure the transaction commences smoothly."
One of the firm's highest profile mandates last year saw partner Chris Fanner lead a team advising Credit Suisse, JPMorgan Cazenove and HSBC on the £5.4 billion debt financing provided to Prudential as part of its overall $35.5 billion acquisition of AIA, the Asian operations of AIG.
Another key acquisition financing mandate saw a team led by Ewen Fergusson acting for Bharti Airtel on a $10.7 billion facility granted for its acquisition of Zain Africa. As well as being the second largest overseas acquisition ever done by an Indian company, the deal also represents the largest acquisition financing ever granted to an Indian corporate.
The firm was also seen in a favourable light to some of the practices around it when it comes to fees: "I'm not sure another firm would have offered the same service for the same fees," says one client. "I would say that they are reasonable certainly compared to the magic circle."
The firm's strength in energy and oil and gas also wins it a good number of financing mandates linked to the industry. Last year Jason Fox acted for Perenco on a $2.8 billion reserve-based lending facility granted for the company's further expansion. The complexities of the deal rose in part from the fact that the reserves in question were held in a variety of jurisdictions. In the same sector, following the Gulf of Mexico oil disaster in 2010, the firm acted for BNP Paribas and Standard Chartered on a $3 billion facility granted to BP as it sought to rebuild its operations and image in the wake of the oil spill.
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Leading lawyers
Malcolm Hitching
Hogan Lovells
With 17 partners in London including global co-head Matthew Cottis the Hogan Lovells team certainly has the depth of resources to challenge in the UK banking space. The team is largely made up of former Lovells partners but the merger with Hogan & Hartson in 2010 has brought an extra dimension to the firm's US capabilities....
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With 17 partners in London including global co-head Matthew Cottis the Hogan Lovells team certainly has the depth of resources to challenge in the UK banking space. The team is largely made up of former Lovells partners but the merger with Hogan & Hartson in 2010 has brought an extra dimension to the firm's US capabilities.
The expanded international offering was noted by clients: "Good at coordinating large counsels working across eight jurisdictions. Very good at explaining the different clauses, very helpful dealing with client's direct, good at explaining legal jargon to non lawyers. We were satisfied with this team, one of our two favourite law firms." Another agrees: "One of Hogan Lovells' competitive advantages is how well their offices in the different jurisdictions are coordinated as well as the people themselves."
One key client relationship for the firm is the one it maintains with Deutsche Bank and last year a team led by Andrew Gamble acted for the bank on a €250 million revolving trade finance facility granted to Belgian company Nyrstar Sales & Marketing. The facility, which can be raised to €500 million, was used as a down payment by Nystar to secure the output of a Finnish zinc mine for the next ten years.
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Leading lawyers
Matthew Cottis
Kirkland & Ellis
The strength of the Kirkland & Ellis banking team lies squarely on the sponsor side as a result of its impressive roster of private equity clients: "They have certain key US sponsor relationships and they are successful when their sponsors are successful."The result of this is that the practice has a supporting function rather than as a standalone operation, however the nature of its client base means that firm is involved in some impressive mandates....
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The strength of the Kirkland & Ellis banking team lies squarely on the sponsor side as a result of its impressive roster of private equity clients: "They have certain key US sponsor relationships and they are successful when their sponsors are successful."
The result of this is that the practice has a supporting function rather than as a standalone operation, however the nature of its client base means that firm is involved in some impressive mandates. "The deals that Kirkland do are very high profile," says one peer, "they've done well with Bain and CVC."
With the UK market now seeing an increasing number of deals incorporating both bank lending and high-yield elements, the firm is keen to reinforce its wider finance capability. In this light the last year has seen the hire of high-yield bond expert Ward McKimm from Shearman & Sterling and the relocation of Chicago partner Bill Burke.
Clients seemed most impressed with the firm's problem solving: "Of the handful of people at the top of the game, when they show their stuff is when things take a left turn. It's trying to mix the matter of the situation with what is in the documents."
The firm also seems to have garnered a reputation as tough negotiators: "They are regularly opposite us in negotiations. They are hard and tough on the other side," says one client. "What they just did on one deal they definitely pushed the envelope and it was unbelievably clever when they built it into the document." Another client who worked with head of department Stephen Gillespie says: "In regards to Stephen, he is the don of leveraged finance. There are situations where Stephen's outer aggressiveness can be useful."
A high profile example of the firm's private equity strength last year saw Gillespie lead a team acting for Bain Capital and Advent International on the $2 billion financing for the LBO of RBS Worldpay from RBS. This arose after RBS was forced to sell by the EU Competition Commission in the wake of its part nationalisation by the UK government following the financial crisis.
Neel Sachdev also came in for praise from clients: "He always does things in a practical way that does not put us in any risk," says one. "Proficient in all things, committed to his field, he is very commercial."
On a deal which highlighted the rise of bank and bond combination deals a team led by Sachdev and Matthew Dean again acted for Bain on its £87.65 million senior secured loan and €500 million high-yield issue for the refinancing of Edcon's existing facilities. In a similar deal, new London partner Bill Burke acted for Oaktree Capital Management's portfolio company R&R Ice Cream on a €60 million super senior revolving credit facility and a €350 million senior secured bond offering as part of the group's debt refinancing including the restructuring of an acquisition bridge facility used for the recent takeover of Rolland.
Although the rise of high-yield has dampened the mezzanine market, the firm did get one deal away advising a syndicate of investors including Sankaty Advisors (Bain's debt capital investment platform), GSC and NIBC on the capital and debt restructuring of German truck company Jost Gruppe.
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Leading lawyers
Stephen Gillespie
John Markland
Neel Sachdev
Latham & Watkins
The Latham & Watkins London financing team has been gradually building a reputation since the practice was kick started by the acquisition of several finance partners from US rival White & Case in 2009. The firm's strategy has been to create a London practice with equal strength in bank, bond and high-yield work and the London team's growing reputation has made this a realistic target....
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The Latham & Watkins London financing team has been gradually building a reputation since the practice was kick started by the acquisition of several finance partners from US rival White & Case in 2009. The firm's strategy has been to create a London practice with equal strength in bank, bond and high-yield work and the London team's growing reputation has made this a realistic target.
One of those former White & Case partners is Chris Kandel and clients view him as a key asset: "Christopher is highly innovative, at the cutting edge of creativity," says one "As a lawyer he's a big asset to Latham. Very knowledgeable of the business area." The same client continues: "Great team, following the move from White & Case they have become more credible market leaders within banking and high-yield."
The team's twin focus is bank and sponsor side work. In the former category, acquisition finance was the order of the day last year, in one such deal Dominic Newcomb acted for key client Deutsche Bank alongside Nomura, BBVA, BNP Paribas, HSBC and Morgan Stanley in relation to $3.3 billion of senior credit facilities made available to Grifols for the acquisition of Talecris. Newcomb also acted for the Intermediate Capital Group in relation to mezzanine and Pik facilities made available to Exponent for the acquisition of Premier Food's meat free division.
Barclays Capital is a key client of the firm and last year Brian Conway acted for Barclays Capital in relation to the $2.4 billion financing for the acquisition of Tommy Hilfiger by Phillips-Van Heusen. BarCap called in the firm again when Jay Sadanandan advised it alongside Deutsche Bank, Goldman Sachs and Morgan Stanley on the €700 million financing for Blackstone's acquisition of Mivisa.
On the sponsor side Sadanandan was again involved advising CVC on the combined CH3.3 billion (£2.5 billion) bank and bond financing for its acquisition of Sunrise Communications in what was the third largest LBO in 2010.
Sadanandan also came in for client praise: "She is technically very strong, commercially very strong, good at leading us in negotiations and has a good balance for negotiating better deals. A lot of depth in our business area," says one. "Latham is one of the top firms, their high-yield capacity makes them very strong." Another client backs up this view: "She was pretty excellent in everything done, pragmatic, user friendly, gets things done. Good high-yields and banking practice, the combination of the two put in place."
Reflecting the firm's recent focus on promoting itself as a combined bank and bond financing practice, Newcomb also recently acted for Onex and the Canadian Pension Plan Investment Board in regard to the $2.3 billion credit facility and $1.15 billion secured bond offering for the acquisition of Tomkins. A similar deal saw the team acting for Nordic Capital and Avista Capital Partners in relation to a $2.8 billion refinancing of Convartec consisting of an $850 million credit facility and $1.95 billion in senior bonds.
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Leading lawyers
James Chesterman
Christopher Hall
Christopher Kandel
Linklaters
Linklaters has long held strong positions on the bank and borrower sides of the market but in recent years, linked to the firm's determination to build up its private equity practice, the market has noted that the firm's sponsor side practice is gaining traction. "Linklaters have worked on a lot of sponsor side lately....
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Linklaters has long held strong positions on the bank and borrower sides of the market but in recent years, linked to the firm's determination to build up its private equity practice, the market has noted that the firm's sponsor side practice is gaining traction. "Linklaters have worked on a lot of sponsor side lately. They have been promoting their private equity practice and Ian Bagshaw has been pushing the bank side to act for sponsors," says one peer and another agrees. "Linklaters may feel they are slightly higher than tier three. Sponsor side they would be ahead of Allen & Overy."
The ability was something that cropped up time and time again with clients. "The brain power at Links was invaluable. They did do a spectacular job in a cost effective manner and without any pre-conceived notions about what the financing should look like," says one client of Alex Naidenov. "We literally started at a weekend with a blank piece of paper and started designing this thing [the deal structure] from scratch. These guys did a better job thinking outside the box than I'd ever seen before, there's not many lawyers I'd trust to do that." Another client adds: "They are the kind of people who create solutions rather than creating problems."
There was some movement in and out of the firm last year. While the practice did manage to bring in highly respected banking and restructuring expert Chris Howard (a former Links associate) from Freshfields, it was hit by the departure of partner Steven Lucas who made the shift to US firm Weil Gotshal.
Of the current team, Stuart Thomas and his team were praised for their academic approach: "Stuart is a very methodical introvert who's always trying to think through elements. The team very much follows his lead in terms of the way they do business."
Some clients however, though recognising the firm's innovative qualities, were pushing for more commerciality: "Though they are an extremely capable group of people, they have never struck me as having the same input on commercial thinking," says another client.
Examples of this growing strength include Annette Kurdian and Ian Bagshaw advising Triton Managers III on its €840 million leveraged acquisition of Ambea from the 3i group and the Government of Singapore Investment Corporation.
One of the highlights of the firms' equity practice was its advice to Glencore on its dual listing on the Hong Kong and London stock exchanges. Linked to this the banking team advised the company on a $10.2 billion revolving credit facility which involved a phenomenal 94 banks, the largest syndicate seen since the turn of the century.
Bank side acquisition finance was the dominant part of the firm's practice last year however with examples including advice to RBS and BarCap on the £400 million bank financing as part of Resolution's acquisition of Axa's UK life business. Similarly, partner Jeremy Stockeld acted for a number of banks as agents, bookrunners, arrangers and original lenders on the provision of a £200 million facility for the acquisition of Brit Insurance by Apollo Management and CVC Capital Partners. The team worked on another deal linked to CVC as Adam Freeman worked again for the banks including BNP Paribas, HSBC and Nomura as arrangers, bookrunners and lenders of a €800 million credit facility to be used by CVC as part of its financing for its acquisition of the Autobar Group from Charterhouse Partners.
Restructuring work remains a key part of most firm's practices and Linklaters was no exception. Last year the team worked on mandates such as the $715 million debt restructuring of Almatis and the substantial restructuring of the European Directories Group. A team led by Philip Spittal also acted for Standard Chartered and a 15 bank syndicate on the €4.6 billion refinancing of the TataCorus Group.
Finally, Toby Grimstone acted alongside projects partner Manzer Ijaz on the combined $5.2 billion non-recourse pre-export financings granted to BP as part of the financing for the company's operations in Angola and Azerbaijan. The deals came as part of the oil company's response to the Gulf of Mexico oil spill, in an effort to demonstrate to shareholders that the company retained access to liquidity.
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Leading lawyers
Bruce Bell
Bryan Gray
Chris Howard
Gideon Moore
Philip Spittal
Nick Syson
Macfarlanes
The Macfarlanes banking department led by Julian Howard draws on the strength of its UK corporate client base and is thus often mandated on the company side.An example of this saw lead partner Howard advise bar chain JD Wetherspoon on £530 million of corporate facilities....
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The Macfarlanes banking department led by Julian Howard draws on the strength of its UK corporate client base and is thus often mandated on the company side.
An example of this saw lead partner Howard advise bar chain JD Wetherspoon on £530 million of corporate facilities. Another example saw Bronwen Jones act for iSOFT on its £160 million debt restructuring.
On the acquisition finance front, this time acting for the banks, the team led by Richard Rogerson acted for Haymarket Financial, Macquarie Bank and the Lloyds Banking Group on the financing of HG Capital's buy out of the JLA Group.
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Milbank Tweed Hadley & McCloy
Milbank's London banking team has a focus on asset finance and leasing related work mainly on the bank side of transactions.Examples of this include acting for Goldman Sachs Lending Partners and Bank of America Securities over a $1....
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Milbank's London banking team has a focus on asset finance and leasing related work mainly on the bank side of transactions.
Examples of this include acting for Goldman Sachs Lending Partners and Bank of America Securities over a $1.3 billion secured term loan financing to the International Lease Finance Corporation, a loan backed by aircraft portfolios. A similar deal saw the firm again representing JPMorgan Chase as arranger and lender in the financing for the purchase of several Boeing 737-8000 aircraft subsequently leased to Pegasus Airlines.
On the acquisition side, again acting for the banks the team advised Bayerische Hypo - und Vereinsbank as the arranger on the financing for the acquisitions of Hapag-Lloyd by a consortium. In another deal Suhrud Mehta acted again for Goldman Sachs International and its Lending Partners subsidiary as arranger, underwriter and bookrunner of the financing for the cash offer made by the Boparan group for Northern Foods. The financing was also to be used to refinance the target company's debt and pension liabilities.
The team's headcount was increased in August 2010 when James Cameron moved across from DLA Piper to join the team.
On the company side a major mandate, again led by Mehta saw the team act for Bharti Airtel on the financing for its $10.7 billion acquisition of African mobile operator the Zain Group.
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Norton Rose
Much of the talk around Norton Rose this year has focused around its global aspirations. Having initiated three mergers: Denys Reitz in South Africa and Ogilvy Renault and Macleod Dixon in Canada and also spoken of further office openings in the future, the firm is setting itself up to compete with some of the UK's largest operations....
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Much of the talk around Norton Rose this year has focused around its global aspirations. Having initiated three mergers: Denys Reitz in South Africa and Ogilvy Renault and Macleod Dixon in Canada and also spoken of further office openings in the future, the firm is setting itself up to compete with some of the UK's largest operations.
While the UK financing team is still seen to be largely focused on projects, the banking team led by Michael Ings still features on some notable mandates. In one, which featured Ings himself, the team advised Standard Chartered as lead arranger of three facilities valued at $250 million, $200 million and N250 billion ($1.5 billion) made available to MTN Nigeria.
One client who worked with Ings praised his sector knowledge: "Very competent, very good. Michael was very strong on telecoms, he knows the markets."
The UK banking team was also expanded last year with partner Duncan Hubbard joining from Nabarro.
The firm's expansion into Canada, South Africa and previously Australia has been largely driven by its focus on natural resources and mining. The firm's links in this area were highlighted last year as Ruchit Sheth acted for Tullow Oil on a $650 million revolving credit facility granted to it by a syndicate of banks.
Sheth was also involved as the team acted for Workspace Group on a £200 million credit facility secured from a syndicate including Bayerische Landesbank and Abbey National Treasury Services.
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Shearman & Sterling
Shearman & Sterling remains one of the strongest US bank side practices in London. Led by Clifford Atkins, the team continues to act for clients such as Barclays, Bank of America Merrill Lynch and JPMorgan....
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Shearman & Sterling remains one of the strongest US bank side practices in London. Led by Clifford Atkins, the team continues to act for clients such as Barclays, Bank of America Merrill Lynch and JPMorgan.
Last year the team acted for two of the above when it advised Barclays Capital and JPMorgan as the arrangers and Barclays as facility and security agent on the refinancing of a €5 billion debt of the Ineos group.
The team can also draw on its strong high-yield capacity, which has become increasingly useful in the ever-expanding hybrid market. Though numbers in the department are slightly down after the departure of Ward McKimm earlier this year, the team can still provide strong support.
On the acquisition finance front, the team acted for a group of banks including Citigroup, Morgan Stanley and Société Générale on the €1.6 billion granted to Lion Capital for the acquisition of French food producer Picard. The deal incorporates a 'double LuxCo structure and the financing also included a high-yield bond.
The above deal was led in London by Caroline Leeds who also advised Advent International as it secured the financing for the acquisition of the Priory Group from RBS. Another hybrid structure, the £70 million credit facility sat alongside a £425 million high-yield bond and a £175 million issue of senior notes.
Finally, Anthony Ward acted for cable operator Ziggo on the amendment of its senior credit facility, done to allow the issue of high-yield bonds, which the firm also assisted with.
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Leading lawyers
Anthony Ward
Simmons & Simmons
A key client for Simmons & Simmons is Barclays Capital who the team advised on several financing transactions last year. On one, the team acted on Barclays Capital and Absa for the financing of Transnet, these were supported by Finnish export credit agency (ECA) Finnvera and Dutch ECA Altradius....
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A key client for Simmons & Simmons is Barclays Capital who the team advised on several financing transactions last year. On one, the team acted on Barclays Capital and Absa for the financing of Transnet, these were supported by Finnish export credit agency (ECA) Finnvera and Dutch ECA Altradius. The team also acted for BarCap and Barclays in another ECA related deal advising on the Coface supported financing of Avanti's Hylas 2 Ka satellite system.
The London team was boosted last year by the return of Philip Abbott who returned to the UK after a period working in the Middle East.
As in other areas the firm's ability to handle structured mandates was picked up on by clients: "Simmons' partners are excellent, strong on structured issues and coming up with innovative ideas to resolves issues, strong on/documenting and drafting."
The team also picked up some notable borrower side mandates. In one, Simon Middleton acted for the HMV Group on a £240 million revolving credit facility and Middleton also acted fro the Thomas Cook Group on a £1 billion loan and revolving credit facility and a £200 million bilateral bonding and guarantee facility.
The firm's European network received praise, but some clients did point out that the firm's US presence could be improved: "They have a wide network of European partners who know each other very well, making them work well together. It's very well synchronised but it lacks a US presence," says one.
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Simpson Thacher & Bartlett
Like US contemporaries Kirkland & Ellis, Simpson Thacher's finance offering is very much focused around its private equity strength: "Simpsons and Kirkland have a very strong sponsor side practice and they don't purport to have anything different," explains one partner, and another agrees, "Simpson are well in with KKR they are a major sponsor practice."Partner Ian Barratt is a client favourite: "Ian is technically extremely good, he's a little less aggressive but he's very very solid," says one....
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Like US contemporaries Kirkland & Ellis, Simpson Thacher's finance offering is very much focused around its private equity strength: "Simpsons and Kirkland have a very strong sponsor side practice and they don't purport to have anything different," explains one partner, and another agrees, "Simpson are well in with KKR they are a major sponsor practice."
Partner Ian Barratt is a client favourite: "Ian is technically extremely good, he's a little less aggressive but he's very very solid," says one. "One of Ian's key clients is Blackstone and he's not a shrinking violet." Another says: "I would say Ian is about as good as it gets from my experience working with different counsels, he's very smart and very innovative, you know he's thought about it from a business and a legal context and he's got a good team of guys around. He's not one of those guys who's out winning work and leaving associates to do the drudgery."
With several of its key clients eyeing up potential targets, this year has proved to be busy in terms of acquisition finance mandates.
One example saw the team act for Apax partners on the €850 million financing for the acquisition of Takko Fashion. The deal was led by Barratt who also advised Apax on its $830 million debt financing for the acquisition of a stake in IT and security company Sophos.
Blackstone also called in the firm to act on two key deals. In one Euan Gorries and Stephen Short acted on the €635 million senior facilities for the acquisition of Mivisa from CVC. Short also acted for the group's real estate wing on the financing for the acquisition of the Chiswick Park campus in West London.
Although sponsor side remains its focus, the firm can also point to a couple of key bank side mandates. In January 2011 the team acted for JPMorgan and Goldman Sachs as the lead arrangers of a $1.4 billion loan to medical technology company Convaetc as part of its refinancing. The deal consisted of two $500 million loan facilities and a $250 million revolving facility.
The team also drew upon its capital markets strength when Stephen Short worked alongside Greg Conway and Nick Shaw acting for the lead arrangers BNP Paribas and JPMorgan on a €60 million revolving facility to CET 21 in conjunction with its senior secured notes offering.
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Leading lawyers
Ian Barratt
Stephen Short
Skadden Arps Slate Meagher & Flom
Skadden maintains a small but notable presence in the UK banking market. Though the firm doesn't have the same capacity as some of its US peers, the technically accomplished banking offering is more than capable and can also draw on the strength of the firm's global corporate client base and expertise....
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Skadden maintains a small but notable presence in the UK banking market. Though the firm doesn't have the same capacity as some of its US peers, the technically accomplished banking offering is more than capable and can also draw on the strength of the firm's global corporate client base and expertise.
Clive Wells came in for much client praise: "Perfectly capable at anything you throw at them. He communicates very well, able to get point across quickly, efficient communicator, he understands the commercial outlook I am looking for."
Last year Wells acted on one of the firm's largest acquisition finance deals when he advised Nafta Moskva on the financing for the acquisition of a stake in potash producer OJSC Uralkali
Clients also pointed to the department's internal communications and associate level: "If he wasn't available he made sure he got a competent associates on his level to handle work and to communicate with me."
Practice head Mark Darley worked on several notable financings last year. In one he acted alongside Wells advising the Vitol Group and Helios Investment Partners on the $1 billion financing for the acquisition of the majority of Shell's shareholding in its African downstream business. Darley also acted for Lamda Partners on the debt refinancing of its recent acquisition, the Greek chemical distribution company Neochimiki.
Partner Pete Coulton was also heavily involved in restructuring work including acting for Doughty Hanson on the debt restructuring of portfolio company, broadcaster TV3 and Weather Investments in regard to the major restructuring of Wind Hellas.
Another client says: "They are one of our main relationships. They are supportive, technically and commercially strong the two things I rate most highly."
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Leading lawyers
Mark Darley
Slaughter and May
Slaughter and May's key strength and focus remains on company side mandates and acquisition financing. Not surprising considering its deep and enviable well of corporate clients....
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Slaughter and May's key strength and focus remains on company side mandates and acquisition financing. Not surprising considering its deep and enviable well of corporate clients.
April 2011 was a key month for the firm with the retirement of high-profile partner Andrew Balfour. The market will wait to see how the firm handles the succession, but judging by past form, a strategy will have been in place for some time.
Indeed, judging by the positive feedback the firm's associates received, the future is in good hands: "Very good, I was very impressed, their skill level, how articulate they were and when they needed to get Miranda (Leung) involved they did." Leung herself also came in for credit from the same client: "She's all over all of the detail she's very creative. She has a good sense of what works in the market place."
One of Balfour's last mandates saw him working alongside Andrew McClean advising Tata Steel (Europe) on its £3.53 billion refinancing provided by a syndicate of 13 banks led by Standard Chartered and the State Bank of India.
Balfour was again involved, alongside Philip Snell advising key client BHP Billiton on the $45 billion acquisition financing made available for its bid for Potash. The deal represented the largest acquisition facility since 2007.
Certainly the most high profile mandate for the firm last year, in the light of the ongoing European debt crisis, saw the team providing advice to the Greek Ministry of Finance on the €80 billion bailout provided to the country by fellow EU states. George Seligman led the Slaughter's team who had to negotiate for the government in parallel with the EU and the IMF.
Another headline grabbing deal saw a team led by Guy O'Keefe and Matthew Tobin acting on the finance elements of the proposed takeover by Prudential of AIA, the Asian operations of AIG. The firm, as well as acting on the capital markets aspects of the deal also advised on the $5.4 billion hybrid facility from Credit Suisse, HSBC and JPMorgan which Prudential could draw on in the event of not issuing debt securities. A second £1 billion facility was committed by the joint lead arrangers which would be available to Prudential after the completion of the acquisition to reduce stress on its capital ratios.
On the bank side, Miranda Leung acted for China Construction Bank in regard to a $200 million facility made available to Geely Sweden (a subsidiary of Zhejiang Geely Holding Group) as part of the financing for the acquisition of Volvo.
Refinancing work continues to be a major driver for many firms and in this area Leung was again involved acting for Bupa in regard to a £900 million revolving facility provided for its refinancing. The team worked alongside 'best friends' firm Uría Menéndez on the mandate with the loan containing provisions to allow the company expand its operations in Spain without seeking shareholder consent.
A final highlight saw Leung and Andrew McClean act on a further acquistion mandate advising Resolution on a three part debt financing for the acquistion of Axa Life's UK business completed through Friends Provident Holding (FPH). The deal included a £400 million acquistion facility, £500 million in deferred loan notes and a £500 million revolving credit facilty to refinance FPH's existing £300 million revolving facility.
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Leading lawyers
Andrew Balfour
Robert Byk
Philip Snell
Weil Gotshal & Manges
Weil has been making a concerted effort to boost its London practice in the last year and nowhere has this been seen more clearly than in the banking practice.It started in January when James Hogben joined the team from Ashurst where he had been since 2006....
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Weil has been making a concerted effort to boost its London practice in the last year and nowhere has this been seen more clearly than in the banking practice.
It started in January when James Hogben joined the team from Ashurst where he had been since 2006. As well as acting for the banks, Hogben has experience in the private equity sphere. He was followed in March by restructuring partner Adam Plainer who joined from Jones Day and Stephen Lucas who made the move from Linklaters in June.
The hiring of three such high profile partners in less than six months is a clear statement of intent and Lucas, mentioned as a leading lawyer in last year's guide and indeed again this time around, is quite a coup for the US firm.
The firm's focus remains on LBOs and private equity related transactions and this is reflected by the transactions undertaken last year. In one example in February 2011, the team advised new client Towerbrook Capital Partners on the revolving financing for its acquisition of UK fashion retailer Phase Eight. Another example saw Jacky Kelly and Michelle Kingsley advising Summit Partners on the financing for its acquisition of a minority stake in Acturis.
Michael Nicklin was also busy acting for the Ontario Teachers Pension Plan Board on the senior and mezzanine financing of its acquisition of Acorn Care and Education, one of its first acquisitions in Europe. He also advised Advent International on the financing of furniture retailer DFS. This consisted of a £180 million loan and a further £30 million revolving credit facility provided by Lloyds TSB.
The team also worked on some notable restructurings including advise to Dubai International Capital on the refinancing of the debt of Almatis, which consisted of a revolving credit facility alongside a high-yield aspect and a Pik issuance. Another deal involving Pik financing saw the team act for various private equity sponsors including Thomas H lee Partners, Providence Equity Partners and GE Private Equity Partners on a €200 million Pik investment into Grupo Corporativo ONO and a €3.6 billion refinancing of the wider ONO group. This refinancing allowed the group to go ahead with a high-yield issuance.
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Leading lawyers
Stephen Lucas
White & Case
The banking team at White & Case has rebuilt quite impressively since losing some of its key partners to Latham & Watkins in 2009. This has continued apace in 2010/11 with the recruitment of Skadden's Christian Pilkington and Gide's Christopher Czarnocki....
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The banking team at White & Case has rebuilt quite impressively since losing some of its key partners to Latham & Watkins in 2009. This has continued apace in 2010/11 with the recruitment of Skadden's Christian Pilkington and Gide's Christopher Czarnocki. In addition the firm has relocated Jake Mincemoyer from New York.
In line with the market, the firm had the opportunity to show its combined bank and high-yield ability last year as it advised Italian Wind Telecomunicazioni on its €6.6 billion refinancing. This was accomplished through both a credit facility and a bond issue.
The firm is arguably best known for its merging markets practice and is one of the few foreign practices to have a strong presence in Kazakhstan. This strength was demonstrated last year as the team acted on the restructuring of one of the country's major banks BTA. With the firm having played a major role in the drafting of the new Kazakh restructuring law, they were well placed to act on the deal which saw BTA restructure its $16.65 billion debt, requiring recognition from the courts in the US, UK and the Ukraine.
Clients seemed to be impressed by the new team and in particular head of bank finance Magdalene Bayim-Aolomako, however some did have reservations about the depth of knowledge of the associates: "She [Bayim-Aolomako] was always on point and accuracy was very high as long as she was involved," says one. "There were some instances where other members of the team didn't quite come up to standard, but the response was an adequate one. They fixed it, they explained it and they acknowledged the mistake."
Russian based work was also on the agenda, with the team acting for Gazprombank in relation to a $900 million syndicated financing from 12 mandated arrangers.
On the acquisition side, this time acting for the banks, the firm also provided advice to Nordea Bank on the €260 million acquisition by EQT of AcadeMedia. The team also acted for the bank on AcadeMedia's subsequent restructuring.
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Leading lawyers
Magdalene Bayim-Aolomako