banking & financial services - appleby · overview financial institutions all over the world...
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SECTORS & MARKETS
Banking & Financial Services
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OVERVIEW
Financial institutions all over the world are currently in a state of flux. They are facing a new and rapidly changing regulatory landscape in the wake of the global financial crisis, with unprecedented volumes of new oversight. Much of the regulatory change that the sector has witnessed in recent years is yet to be digested, and will likely result in new structures and locations being adopted by regulated organisations.
At the same time, these businesses find themselves under scrutiny like never before from the general public, the media, their clients and politicians, putting an increased focus on governance, risk and accountability, tax, executive compensation and capital requirements. On the upside, the downturn created opportunities for banks to acquire new businesses, undertake reorganisations and embrace technology in their service offerings.
Appleby has offices in the world’s leading offshore financial centres, and is at the forefront of representing financial institutions in the jurisdictions driving and upholding international compliance initiatives. All of the markets where we advise institutions are well-regulated and reputable.The Cayman Islands, for example, has 269 licensed banks and trust companies and is among the top five financial centres in the world. Similarly, Jersey is home to 46 registered banks with deposits of more than £195 billion, all drawn from the global top 500 banks. Guernsey is home to 45 banks and building societies with deposits in excess of £120 billion. The Isle of Man has bank deposits of £53 billion, banking produces one fifth of its gross domestic product. Bermuda, with over 750 aircraft registered has a thriving aircraft registry, this has ensured strong links with the banking sector, as significant numbers of these aircraft have been registered through leasing structures utilised by commercial airlines.
These jurisdictions are the domiciles of choice for registering and financing ships and aircraft, as well as for international real estate finance, project finance and for joint ventures and other structures for property, oil and gas, energy and other infrastructure projects.
Our offices provide easy access for financial institutions looking to access our services and conduct transactions with offshore entities. We advise banks, brokers, insurers, asset managers, investment funds and regulators.
“They are an extremely professional firm and the lawyers we work with have been extremely able - we have been tremendously impressed with the quality of their advocacy.” Chambers Global
SECTORS & MARKETS
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OUR SERVICES
We advise banks and other financial institutions, ship and aircraft owners, lessors and lessees, and joint venture and other project developers. Our lawyers working for these clients have a wide range of expertise, allowing us to offer clear, sound and timely legal advice on the full range of issues related to banking, international real estate, asset, project and other finance.
We regularly provide advice on matters such as:
Banking
Preparation, review and provision of opinions on syndicated and non-syndicated loan and credit facility and security documentation
Onshore lending secured by a portfolio of securities offshore with or without custodial obligations Asset and income stream securitisation structures Trade finance, such as documentary credits and ISDA and other derivatives documentation
Asset Backed Finance
Advice to lenders and borrowers on loan agreements and security documents Formation of SPVs and security, priority, subordination and inter-creditor agreements Sale and acquisition of vessels and aircraft and the financing of such transactions Registration of ships under the Cayman Islands, Bermuda, British Virgin Islands and Isle of Man flags Registration of aircraft in Bermuda, the Cayman Islands, Guernsey, Jersey and the Isle of Man Off balance sheet structures Operating and finance lease structures
Subscription Credit Facilities
Advice and opinions to lenders in subscription credit facilities Advice on a range of structures including multiple fund structures, different types of legal entities
as borrowers and guarantors, multi-currency facilities and multiple loan tranches with many levels of collateral
International Real Estate Finance
Advice and opinions to lenders and borrowers on loan and credit facilities and security documentation Advice on priority, subordination and inter-creditor agreements Sales and acquisitions and the financing of international real estate transactions
SECTORS & MARKETSSECTORS & MARKETS
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WHO WE ADVISE AND WHY
Representative Clients
Our clients around the globe include:
HSBC Standard Chartered Credit Suisse Hang Seng Bank Oversea-Chinese Banking Corporation Citigroup Inc. Barclays Group
These clients work with us because...
�We have an unparalleled presence offshore, offering a seamless services platform through one point of contact on cross-border transactions and projects
Clients have one offshore contact across multiple offshore jurisdictions, whether they are managing major multi-jurisdictional transactions or structuring onshore lending secured by portfolios of securities offshore
They enjoy a team that is experienced in all the legal issues and challenges involved in running complex global financial institutions in today’s environment
Our expertise spans every aspect of the work of financial institutions, from asset management, funds and derivatives to financial services regulatory and investigations or global outsourcing and procurement. Due to our global network, we have substantial capabilities and a deep background in executing complex cross-border transactions
We know the importance of providing top quality legal advice that encompasses timely, practical and, where appropriate, innovative solutions
To minimise risk, maximise efficiency and provide a competitive advantage for the client’s business, no matter what the transaction is, we will tailor an appropriate structure to suit
We are an award-winning team and have a track record of advising clients on the most complex and ground-breaking deals and structures
Clients get the very best and most experienced advice, because our lawyers are both efficient and knowledgeable
��In recent years, we advised on some of the top offshore deals
Our track record has been recognised by independent publications like Chambers and Partners, IFLR1000 and Legal 500
�Our relationships with the leading onshore law firms working for financial institutions are unrivalled
We pay careful attention to this, which means clients can depend on a cohesive approach to their transactions wherever there is an onshore and an offshore element
We have a dedicated relationship programme with our counterparts in leading onshore firms
SECTORS & MARKETS
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REPRESENTATIVE WORK
SECTORS & MARKETS
Acted as Guernsey counsel to Fortescue Metals Group in connection with the re-finance of a US$4.5bn term loan with Credit Suisse.
Fortescue Metals Group
Advised HSBC Bank Plc as co-ordinator and agent in respect of all Guernsey law aspects of a £400m syndicated facility to Mount Eden Land Limited (a Guernsey entity) and associated security package including over certain Guernsey assets.
HSBC Bank Plc
Acted as BVI counsel for Oversea-Chinese Banking Corporation Limited in relation to a refinancing of a US$1.68bn facility to Asia Square Tower 1 Pte. Ltd.
Oversea-Chinese Banking Corporation Limited
Acted as Mauritius and Cayman counsel to Credit Suisse in connection with debt financing provided by Credit Suisse (along with RBC Capital Markets and Barclays) to a private investor group led by Bain Capital and Golden Gate Capital together with GIC Special Investments Pte Ltd and Insight Venture Partners for the acquisition of BMC Software valued at US$6.9bn.
Credit Suisse
Advised Alliance Group in respect of the acquisition financing, in an amount of US$1.3bn acquisition loan facility. Also acted as BVI and Bermuda counsel to the Alliance Group on the acquisition itself, as well as the acquisition financing aspects. The acquisition was achieved by a buy-out of all the shares in Stockholm-listed Alliance Oil Company Ltd by means of amalgamation under Bermuda law.
Alliance Group
Acted as BVI legal counsel to Bank of America N.A. (London Branch) as lender and facility agent in relation to the provision of two margin loan facilities of US$375m each granted to a BVI company and a Cayman company and the entry by the BVI company into a US$1.2bn put option agreement relating to shares in a NYSE-listed company.
Bank of America N.A.
Acted for Manx Telecom PLC in connection with its flotation on the AIM market of the London Stock Exchange raising £156m. Manx Telecom is the Isle of Man’s fixed line telecoms provider and also offers a full range of mobile, broadband, data hosting and managed services to consumers, businesses and the public sector.
Manx Telecom PLC
Advised Amgen Inc. in relation to Amgen Inc.’s Bermudian subsidiary companies and the subsequent purchase by Bank of America N.A. of Class A Preferred Stock issued by one of Amgen Inc.’s wholly-owned Bermudian subsidiaries for an aggregate purchase price of US$3.1bn investment in connection with Amgen Inc.’s US$10.4bn acquisition of Onyx Pharmaceuticals Inc.
Amgen Inc.
Standard Chartered Bank
Provided Jersey advice to Standard Chartered Bank in a ground breaking transaction involving the Banking Business (Jersey) Law 1991 which allows Jersey banking business, to be transferred between banks via a Court-sanctioned scheme. Over US$7.5bn of banking and investment business was transferred from a subsidiary to the Jersey branch of Standard Chartered Bank.
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REPRESENTATIVE WORK Cont’d
SECTORS & MARKETS
Cahill Gordon and Reindel LLP
Acted as Mauritius counsel to Standard Chartered Bank in connection with the joint acquisition of Videocon’s 10% stake in a giant Mozambique gas field estimated to hold as much as 65 trillion cubic feet of gas by ONGC Videsh and Oil India for US$2.5bn.
Standard Chartered Bank
Acted as Jersey counsel to Lloyds (as senior agent) and JP Morgan (as mezzanine agent) on £555m financing of Cinven’s £1bn acquisition of CPA Global. Including advising the syndicate of banks in relation to the financing of the court sanctioned Jersey scheme of arrangement in connection with the acquisition.
Lloyds & JP Morgan
Acted as Cayman Islands legal counsel for Bank of N.T. Butterfield & Son Limited, in connection with the purchase by Butterfield Bank (Cayman) Limited of certain corporate and retail banking assets valued at US$800m in the Cayman Islands of HSBC Bank (Cayman) Limited.
The Bank of N.T. Butterfield & Son Limited
Acted as Cayman Islands legal counsel to EnCap Investment L.P., in the formation and registration of EnCap Energy Capital Fund IX-C, L.P., an offshore feeder to EnCap Energy Capital Fund IX, L.P., with US$5bn of limited partner capital commitments.
EnCap Investments L.P.
Del Monte Pacific Limited
Acted as BVI counsel to Del Monte Pacific Limited in relation to pre-financing, structuring and acquisition financing. The financing related to the acquisition of the Del Monte USA’s canned food business globally. The financing comprised a US$350m asset- based revolving credit facility, a US$650m, seven year term loan B and a US$280m, 7.5-year second-lien term loan.
Acted as Bermuda and BVI counsel for Standard Chartered Bank (Hong Kong) Limited and The Hongkong and Shanghai Banking Corporation Limited in relation to a US$2.5bn secured loan financing to HKT Limited, Hong Kong’s premier telecommunications service provider and a constituent company of the PCCW Group.
Standard Chartered Bank (Hong Kong) Limited
Advised the mandated lead arrangers and financial advisors (MLA’s) Credit Suisse (Hong Kong) Limited in relation to the US$3bn privatisation of the New York listed Chinese online gaming company Giant Interactive Group Inc.
Credit Suisse (Hong Kong) Limited
Acted for Barclays Capital and Goldman Sachs led by the Guernsey office in Cayman Islands, Jersey, Guernsey and the Isle of Man in connection with the ancing of Terra Firma’s £825m acquisition of Four Seasons Health Care.
Barclays Capital &Goldman Sachs
Acted for Cahill Gordon and Reindel LLP, a New York based law firm who represent lenders in relation to a total loan of £2.9bn to Amaya Gaming Group Inc and its related companies (Amaya). The loan was to assist Amaya with the purchase of the Pokerstars Group which sold for £4.9bn.
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KEY CONTACTS
Hong KongFiona ChanPartnerCorporate+852 2905 [email protected]
Cayman IslandsSimon RaftopoulosPartnerCorporate+1 345 814 [email protected]
Mauritius & SeychellesMalcolm MollerPartnerSector LeaderCorporate+230 203 [email protected]
BVIJeffrey KirkPartnerCorporate +1 284 852 [email protected]
Bermuda Clive LangleyPartnerCorporate+1 441 298 [email protected]
SECTORS & MARKETS
Isle of ManFaye MoffettPartnerCorporate+44 (0)1624 647 [email protected]
GuernseyJeremy BerchemGroup PartnerCorporate+44 (0)1481 755 [email protected]
JerseyWendy BenjaminPartnerCorporate+44 (0)1534 818 [email protected]
Cayman IslandsCaroline BartonPartnerCorporate+1 345 814 [email protected]
BVIDavid ClarkPartnerCorporate+1 284 393 [email protected]
BermudaSteven Rees DaviesPartnerCorporate+1 441 298 3296 [email protected]
This publication is for general guidance only and does not constitute definitive advice. SB11© Appleby Global Group Services Limited 2019.
ABOUT APPLEBY
Appleby is one of the world’s leading offshore law firms. The Group has offices in the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius, and Seychelles, as well as a presence in the international financial centres of Hong Kong and Shanghai.
With over 470 people, including lawyers and professional specialists, across the Group, Appleby delivers sophisticated, specialised services, primarily in the areas of Corporate, Dispute Resolution, Private Client and Trusts, Regulatory and Property. The Group advises public and private companies, financial institutions, and high net worth individuals, working with these clients and their advisers to achieve practical solutions, whether in a single location or across multiple jurisdictions.
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