our banking practice brochure

8/16/2019 Our Banking Practice Brochure

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Our Banking practice – at the heart

of the world’s nancial markets2015


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© Allen & Overy LLP 2015

Our Banking practice – at the heart of the world’s nancial markets | 20152

Leveraged

Finance

Asset

Finance

Restructuring

Asset

Management

Projects,

Energy andInfrastructure

Corporate

Lending

Real Estate

Finance

Our Banking practice

With over 700 lawyers worldwide, we have one of the largest and most

international teams of banking lawyers of any global law rm. Few practices

can match our top-tier position across the full range of nancial products.

With such a deep team and global reach, international and industry-leading

‘rst-of-a-kind’ transactions are our hallmark. We have been instrumental in

nearly all the major developments in the modern nancial markets.

The past few years have been the most challenging in the history of the

international nancial markets and have required fresh thinking as the markets

adjust to continually changing economic, political and regulatory conditions.

Renowned for our intellectual rigour, our banking lawyers draw on in-depthproduct expertise and regularly work alongside our regulatory, litigation,

restructuring and other specialists – particularly important in light of

recent market conditions – to develop innovative solutions for our clients,

often incorporating complex nancing techniques that lead the industry.

That is why over 800 corporate and nancial institution participants in the

nancial markets entrust us with the full range of their domestic and

cross-border transactions.

Although the work of each group is distinct, the complex, cross-border

nature of many of the transactions we act on means that there is also a

great deal of collaboration between groups.

“They have good strength anddepth across the law rm

and in various jurisdictions.”

Chambers Global 2015

Trade,

Commodities

and Export

Finance

Our Banking practice is split into nine product lines. These are:

Financial

ServicesRegulatory


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Top-ranking Banking practice

Source: Thomson Reuters Syndicated Loans EMEA Legal Advisers Review 2014

Allen & Overy has again emerged as the clear leader in the global projects market. The project nance league tables

for 2014 show us ranked 1st by both value and volume of deals advised on according to all key industry publications.

We were also ranked rst in Project Finance International’s Legal Survey of rms that advised on transactions with

a value of USD500m or above.

DEALOGIC

Rank Legal Adviser Value (USDm) No. of deals

1 Allen & Overy 34,018 78

2 Latham & Watkins 21,275 52

3 Herbert Smith Freehils 17,141 51

IJ GLOBAL



2 Clifford Chance 37,757 56

3 Norton Rose Fulbright 15,660 47

INFRASTRUCTURE INVESTOR



2 Ashurst 26,539 76


THOMSON REUTERS EMEA BORROWER ADVISER 2014

Rank Adviser Proceeds (USD bn) No. of deals

1 Allen & Overy 146,919 91


3 Slaughter & May 40,075 27

THOMSON REUTERS EMEA LENDER ADVISER 2014


1 Allen & Overy 228,345 218


3 Linklaters 45,877 35

BLOOMBERG EMEA LENDER ADVISER 2014


1 Allen & Overy 175,478 163


3 Linklaters 53,574 31

BLOOMBERG EMEA BORROWER ADVISER 2014


1 Allen & Overy 134,283 76


3 Slaughter & May 40,058 27

INFRANEWS




3 Ashurst 34,751 40

2014 global project nance league tables

2014 syndicated lending league tables Allen & Overy has once again emerged as the clear leader in syndicated lending for EMEA, according to the latest

data from Thomson Reuters and Bloomberg. We advised both borrowers and lenders on more deals by value and

volume than any other law rm in 2014.

For the fourth year running, we have been ranked rst by Thomson Reuters, acting on 59 more deals for borrowers

and 108 more deals for lenders in EMEA than any other rm. We now account for almost 11.9% of the borrower

side market by value and 18.6% of the lender side market by value.

Bloomberg’s inaugural EMEA Loans Legal Advisor League Tables reinforce our position in the market: according to

their data, we account for almost 36% of the borrower side market and 33% of the lender side market.

Source: Bloomberg EMEA Loans Legal Adviser League Tables 2014


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British Airways

British Airways on the rst Enhanced

Equipment Trust Certicate (EETC) transaction

for a non-American airline and also the rst

to incorporate Japanese Operating Leases.

Most Innovative Deal of the Year,

Airnance Journal Awards 2014.

Yamal LNG

Yamal on the LNG shipping aspects of its project

to transport LNG from its plant in Sabetta on the

Yamal Peninsula in Arctic Russia (currently under

construction) to Asia and Europe.

Scorpio Tankers

Korean Export Import Bank (KEXIM) and DNBBank in pioneering the use of a new structure

which saw the very rst ECA-backed capital

markets bond in the shipping sector. Combined

with debt funding to value the total deal at

USD300 million the proceeds were used to

nance 18 new specialist product tankers.

Structured Finance and Securitisation Deal of

the Year, IFLR 2015 Americas Awards.

Aldus Aviation Limited

The issuer in an asset-backed securitisation

in respect of an all Embraer regional aircraft

portfolio – the second ABS to be issued on an

all Embraer eet. The USD540m proceeds will

be used to renance 30 Embraer regional

aircraft on lease to 11 airlines.

Falko Regional Aircraft Limited

Falko Regional Aircraft Limited on a range of

aircraft acquisitions and leasing transactions.

These include the purchase of new aircraft from

Bombardier, a portfolio of mid-life aircraft from

SAS and Augsburg Airways and operating

lease transactions with airlines including Adria

Airways, Borajet, Cobham Aviation and Volotea.

Emirates

Emirates on its USD1 billion amortising Sukuk.

Middle East Deal of the Year, Airnance Journal

Awards 2014.

Avianca

Avianca on its 15 ATR 72-600 purchase and

the rst transaction to take advantage of

Coface’s ability to offer guarantees on ATR

aircraft purchases. Regional Jet/Turboprop Dealof the Year, Airnance Journal Awards 2014.

Puerto Rico Electric Power

Authority (PREPA)

PREPA on its landmark Aguirre GasPort Project

with Houston-based Excelerate Energy for the

chartering of a oating storage and regasication

unit (FSRU) and construction and operation of

an offshore gasport terminal (for the berthing

of the FSRU and the reception and transfer

of LNG from a wide array of LNG carriers)

and pipeline (for receipt of natural gas off theFSRU and delivery into PREPA’s Aguirre power

plant). The conversion of PREPA’s power plant

to dual (and cleaner) fuel follows new airpermit requirements of the Environmental

Protection Agency.

Spanish Operating Lease

A syndicate of banks utilising a Spanish

Operating Lease for the rst time on a new

asset class (offshore wind turbine installation

vessels). Leasing Deal of the Year,

Marine Money Offshore Awards 2013.

Asset nance

The Asset Finance team has extensive experience advising on transactions in all

sectors of the asset nance industry. Our client base includes banks, nanciers,

airlines, lessors, manufacturers, captive nance companies, operators, borrowers,

lessees, export credit agencies and governmental and international organisations.

We advise on both domestic and cross-border asset nancings, including all

types of debt, lease (both tax and non-tax-based) and capital-markets-driven products,

securitisations, receivables nancings, vendor programmes and retail nance. The team

advises on the sale and purchase of leasing companies and portfolios and the structuring

of regional and global leasing business networks. We also advise on aircraft

repossessions and airline and ship restructurings and insolvencies.

We cover all types of vessel and oshore installations, including LNG carriers, container

ships, FPSOs, drill ships/drilling rigs, tankers, VLCCs, cruise ships and luxury yachts.

We advise on all types of aircraft (including helicopter) nancing; this includes all types

of pre- and post-delivery nancings, ECA-backed nancing, capital-markets-backed

nancings, the sale and purchase of new and used aircraft, and structured nancing,

as well as on general aviation matters such as regulatory and maintenance. We also

advise on all types of domestic and cross-border asset nancings, including rail,

power plants, wind farms, transmission lines, water treatment facilities, pipelines,

vehicle eets, bridges, tunnels, oce buildings, retail facilities, manufacturing

plants, mining equipment, lms, satellites and computer and other technology

hardware and software.

“They are truly global, with

a big footprint in thecommon law jurisdictions

including the USA, and astrong diverse network.”


“‘Exceptionally strong teamand with a great breadthof work to draw upon’.”

Chambers UK 2014

“‘World class on

all counts’.”

Legal 500 UK 2013

Our recent experience includes advising:


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Asset management

Our team advises asset managers, institutional investors and investment funds on

legal, regulatory and tax matters. Areas of expertise include establishing both private

and listed funds, negotiating investment management documentation, and creating

bespoke investment platforms.

We work across all the major asset classes, drawing on the support of our sector

teams in areas such as infrastructure, private equity and real estate. To ensure our

clients receive support across the full lifecycle of their funds we work closely with

our colleagues in our Corporate Finance, Banking, Capital Markets and Litigation

teams and can advise on the acquisition and disposal of underlying assets or fund

interests, the use of innovative funding techniques and the resolution of anydisputes between managers and investors.

With over 75 experts across our oce network we cover all the world’s principal

nancial markets. We are able to oer our clients expertise in the key regions,

with teams in the U.S. and UK, Luxembourg and the other main European nancial

centres. In addition we have invested to expand our teams in the Middle East,

Asia and Australia and have strong working relationships with local law rms in

the key oshore jurisdictions for fund formation.

The asset management industry is going through a period of change as a result of

the increasing overlap between the alternative investment sector and the traditional

retail long-only sector. Investment strategies are evolving due to new regulationsand the opportunities arising from the changes taking place in the banking sector.

The international nature of the team makes us very well placed to advise on the

cross-border impact of regulations and current proposals aecting the industry,

from the Dodd-Frank Act in the U.S. to the Alternative Investment Fund Manager’s

Directive in the EU and the Asian Region Funds Passport proposals.

“Operates on a globalbasis, notably acting

on numerous fundsin emerging marketslike CEE andLatin America.”Chambers UK 2015

Private equity and hedge funds

CQS on the establishment of a number ofhedge funds.

Infrastructure funds

IFC Asset Management on the establishment

of its Global Infrastructure Fund.

Real estate funds

Henderson Global Investors on theestablishment of its European Outlet Mall Fund.

Institutional investors

Six development nance institutions on their

investment in a private equity fund investing in

North Africa.

Debt funds

GE Corporate Finance Bank on theestablishment of a leveraged loan fund

for European investments.

Regulatory advice

A global alternative investment manager on

regulatory issues related to compliance with the

U.S. Investment Advisers Act (the ‘40 Act’).



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Rio Tinto

HSBC Bank and a 28-bank syndicate on

the USD7.5bn revolving credit facility for

the Rio Tinto Group.

GDF Suez

GDF Suez as borrower on a EUR5bn

renancing of existing syndicated facilities.

SonangolStandard Chartered Bank as mandated lead

arranger on a USD2.5bn syndicated debt

facility for Sonangol.

Fiat

Citi on a EUR2bn revolving credit facility for

SpA Fiat. The facility involved a syndicate of

19 banks.

Babcock

Lloyds as arranger of a bridge facility and

arranger and underwriter of a backstop facility

totalling GBP1.4bn on the acquisition byBabcock International Group PLC of Avincis

Mission Services.

Shuanghui’s acquisition of

Smithfeld Foods

Bank of China, Rabobank, Crédit Agricole,

DBS, Natixis, RBS, Standard Chartered

and ICBC on the USD4bn debt nancing

for Shuanghui’s acquisition of Smitheld Foods,

the world’s largest pork producer. This acquisition

was the largest ever Chinese takeover of a U.S.

company at the date of announcement.

Carnival plc andCarnival Corporation

RBS as mandated lead arranger, active

bookrunner and documentation agent on

a syndicated USD2.8bn multi-currency

amend and extend of existing syndicated

facilities for Carnival plc and Carnival

Corporation as borrowers.

Pearson refnancing

A syndicate of banks on a USD1.75bn

renancing of a revolving credit facility for

Pearson plc.

Xiaomi

Xiaomi on its debut USD1bn syndicated

loan facility.

Dangote

The syndicate, led by Standard Chartered Bank

as the global coordinator, and Nigeria’s

Guaranty Trust Bank PLC as the local

coordinator, on the USD3.3bn nancing to

Dangote Industries Limited, part of the Dangote

Group. The nancing was the rst of its kind

and size in Nigeria.

ZF Friedrichshafen AG/ TRW

Automotive Holdings Corp.

Citigroup Global Markets Limited and

Deutsche Bank AG as arrangers of the

nancing in connection with the acquisition

by ZF Friedrichshafen AG of TRW Automotive

Holdings Corporation.

Bayer AG and Bayer World

Investments B.V.

Bayer AG and Bayer World Investments B.V.

with regard to a syndicated loan provided by

Bank of America, N.A., BNP Paribas and

Mizuho Bank, Ltd., bridging the nancing of the

acquisition of Merck & Co. Inc.’s consumer care

business by Bayer AG for a purchase price of

USD142bn (EUR10.4bn).

Corporate lending

Our global Corporate Lending practice is widely recognised as the market leader.

The practice consistently advises on many of the top ten syndicated loans

globally, further conrming our dominance as lead legal adviser in the ‘super-jumbo’

investment grade debt and equity nancing markets. Both bank and borrower

clients continue to seek out Allen & Overy for complex nance solutions to

access liquidity in today’s marketplace.

The practice oers exceptional market knowledge, built from a broad client

base and extensive experience on big-ticket, cross-border deals. We have

experience ranging from plain vanilla bilaterals to multi-billion dollar facilities

with multiple lenders.

The global lending markets have changed, and deals today demand a

broad mix of nance capabilities. Our corporate nance solutions oering

includes an interdisciplinary team of lawyers from our Corporate Lending,

Capital Markets, Corporate and Restructuring teams. As a result, our coverage

spans the spectrum of debt products, including a number of hybrid nance

options such as bank/bond structures, high-yield, LBOs, margin loans,

IPOs and forward-start/renancing facilities, among others. The team has also

advised on a number of rsts in the emerging markets, including advising on

several of the biggest nancings in emerging market jurisdictions to date.

“They are top calibre –

very deep bench, provide avery good service and Ihaven't come across a single

person there that doesn'timpress me.”




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Financial services regulatory

The increasingly international nature of nancial services regulation

necessitates an international approach to compliance. With over 80 experts

across our oce network we cover all of the world’s principal nancial markets.

We are able to oer our clients expertise in the key regions, from our U.S.

Regulatory practice led from our New York and Washington, D.C. oces, to

a full-service coverage of the key European jurisdictions. Our well-established

oces in the Middle East and Asia Pacic have also been involved in setting up

many of the regulatory systems that exist in those regions today.

The expanding scope and remit of nancial regulations requires expert advice

that demonstrates a detailed knowledge across a wide range of products and

services, as well as an understanding of how nancial institutions can best

structure their operations. We advise many of the world’s leading nancial

institutions and we have invested in building a large team that can cover a

greater scope of regulations than our competitors. Areas we advise on include

asset-management regulation, bank reform, capital and liquidity requirements,

custody and prime brokerage agreements, changes to derivatives markets,

conduct of business rules, and recovery and resolution planning.

Our team oers clients extensive regulatory experience and it leads thinking

on regulatory developments, helping clients in lobbying on, planning for,

and implementing, changes as they occur. By maintaining day-to-day contact

with regulators and industry bodies we are able to proactively advise our clients

on the direction of reform and help them structure their business and activities

to gain commercial and strategic advantages. As a global practice we can also

demonstrate how national and international regulations may complement or

conict with each other to help our clients respond to regulatory change.

“Maintains its

position as a marketleader in complexmulti-jurisdictionalmatters.”Chambers UK 2015

Capital and liquidity

The Co-operative Group and The Co-operative

Bank on the recapitalisation plan for the bank

which involves a consensual bail-in, the rst

of its kind in the UK, and other capital-

raising initiatives.

Derivatives and clearing

ISDA and the FOA (and their member

institutions) on the development of standard

European documentation for the clearing of

nancial instruments on behalf of clients.

Bank reform

HSBC on the requirements to ring-fence its

retail banking operations.

Recovery and resolution planning

HM Treasury on the impact of the bail-out of

Cyprus by the EC, ECB and IMF on UK

depositors at Laiki (Cyprus Popular) Bank’s UK

branch, and on options for how the UK branch

should be dealt with in resolution.

Multi-jurisdictional surveys

The Bank of Nova Scotia on reviewing the

legal and regulatory requirements relating

to the marketing and provision of nancial

products and services across 11 Asia

Pacic jurisdictions.

U.S. regulation

Over two dozen of the world’s largest non-U.S.

banks on the proposed “Volcker Rule”,

including writing ve separate comment letters

to the federal agencies on the proposal.



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Ziggo/Liberty Global

The arrangers on the term loan facilities andhigh yield bridge facility for the nancing of

Liberty Global’s cash and stock bid for the

Ziggo group.

Iceland Foods

Iceland Foods on the renancing of its

facilities with an all-high-yield bond structure

with a super senior revolving credit facility.

Parex/CVC

Credit Suisse, BNP Paribas, Deutsche Bank

and UBS as arrangers on the super senior

revolving credit facility and related senior

secured notes in connection with the

acquisition by CVC of Parex Group.

Essar Energy PLC

VTB Capital PLC on the USD750m

acquisition nancing for the take-private of

Essar Energy PLC.

Unit 4/Advent

On the corporate and nancing aspects of

Advent International’s public-to-private

acquisition of UNIT4 N.V. The debt nancing

consisted of EUR65m senior and second

lien facilities.

Vue Entertainment

OMERS Private Equity and AIMCo on theiracquisition of Vue Entertainment International

Limited and its subsidiaries.

CNOOC/Nexen fnancing

China National Offshore Oil Corporation

(CNOOC) on the USD6bn club deal nancing

(guaranteed by CNOOC Limited) for CNOOC

Canada’s acquisition of Nexen, which is China’s

largest ever foreign takeover as of 2013.

In 2014, the deal was recognised as

‘Deal of the Year’ by Finance Asia and as

‘Syndicated Acquisition Finance Deal of the Year’

in the APLMA Syndicated Loan Awards.

Thai Union Frozen Products

Public Company Limited

Thai Union Frozen Products Public Company

Limited on its USD1.51bn acquisition of

Bumble Bee Seafoods from private equity rm

Lion Capital.

Scandlines/3i

Financing to support 3i’s bid for Scandlines.

KCA Deutag/Pamplona

KCA Deutag on the issuance of new senior

secured notes and a NY law term loan B.

IDC Salud/CVC

IDC Salud and its majority shareholder CVC onthe nancing of its acquisition of Quiron.

Fresenius SE &Co KGaA

and Fresenius Medical Care &

Co. KGaA

Long-time U.S. counsel in connection with their

nancing activities, including Fresenius SE &

Co. KGaA, as borrower, in 2012, 2013 and

2014 in connection with the nancing for its

acquisition of German hospital operator

Rhoen-Klinikum AG for approximately

EUR3.1bn.

Leveraged nance

We are one of the leading leveraged nance practices in the market,

known for groundbreaking deals and structures that eventually become market

standards. Thanks to our network, we can combine a multi-jurisdictional

Leveraged Debt team with an extensive European and U.S. Capital Markets

practice. This enables us to provide our clients with a full service for senior,

second-lien, mezzanine and PIK debt, bridge-to-bond nancings, bank/bond

nancings, high-yield debt oerings, securitisation take-outs, and debt buy-

backs and restructurings.

Our sector knowledge and understanding of our clients’ business objectives

makes us able to provide legal advice that truly meets those aims within the

context of the overall rationale for the debt package. Lenders and borrowers

alike need to be able to structure deals in ways that suit market conditions.

Our lawyers can advise on any form of leveraged nancing that our clients

choose to undertake. We also work in close conjunction with our Corporate

practice providing debt advice to acquiring borrowers and private equity investors.

“Highly regarded foracting on the side oflenders and borrowersin leveraged finance.”




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Projects, energy and infrastructure

Allen & Overy’ s Projects group comprises over 70 partners globally and includes

some 250 lawyers, advising sponsors, project and construction companies,

governments, and lenders on projects and project nancings around the world.

We are independently recognised as a global leader in projects. We are ranked in

the top tier in all the major directories and have consistently closed more project

nance transactions globally than any other law rm since 2000.

We advise sponsors, governments, construction companies and lenders on

projects and project nancings across energy, infrastructure, mining and telecoms

throughout the world. We provide our clients with a totally integrated service on all

aspects of project work. Our lawyers win praise for their technical ability as well as

their commercial approach and can provide a comprehensive service, includingadvising on joint ventures, project structures (BOT, BOOT, DBFO, DBFM, PPP,

3P, PFI and others), conducting legal due diligence, risk allocation and reviewing

the “bankability” of project agreements, nancing arrangements (bank and bond)

and relevant security packages and considerations across the globe.

Ichthys LNG

Ichthys LNG Pty and the joint venture partners on

the development and nancing of the integratedIchthys LNG project. The nancing was USD20bn

and is the largest project nancing in history.

The total project is worth USD34bn.

Georges Besse II

Areva on the limited recourse nancing for

SET (Société d’Enrichissement du Tricastin),

which owns and runs the Georges Besse II

uranium enrichment plant in Tricastin,

southwest France, the rst centrifuge-based

enrichment plant in France.

A11 Highway

Participatie Maatschappij Vlaanderen (PMV),

a Flemish governmental entity responsible

for promoting PPP, on two major road PPPs

(DBFM projects) involving the A11 in Bruges

and the North-South link in Limburg, Belgium.

Goethals Bridge

The Port Authority of New York & New Jersey on

its USD2bn procurement of the replacement of

the Goethals Bridge replacement PPP project.

Gemini Offshore Wind Park

The lenders’ consortium with parties from

North America, Asia and Europe, on theEUR2.8bn nancing of the 600MW Gemini

Offshore Wind Park, the largest-ever

European offshore wind nancing.

Roy Hill Iron Ore Project

The export credit agencies and commercial

lenders on the USD10bn project nancingof the integrated Roy Hill iron ore project,

the world's largest ever project nancing in

the mining sector.

Kpone Independent

Power Project

A sponsor on the development, construction

and nancing of a 340MW CCGT Kpone IPP

in Tema, Ghana.

Lake Turkana Wind Power Project

The sponsor on the EUR623m development of a

310MW wind farm, located at Lake Turkana WindPower Project in northern Kenya.

Mersin Port

The joint lead managers on the renancing

of Mersin Port in Turkey, which involved a

Rule 144A/Reg S USD450m senior unsecured

bond issued by Mersin International Port,

sold to investors in Europe, the U.S. and Asia.

This is the rst infrastructure/project bond

in Turkey.

Waad al-Shamal Project

The lenders (including K-Exim, K-Sure, PIF, the

Islamic nancers and conventional banks) to a joint venture of Ma’aden, Sabic and Mosaic on

the USD7.775bn Waad al-Shamal fertiliser, port,

mining and petrochemical project in Saudi Arabia.

Brussels Airport

Brussels Airport on its recent EUR1.65bn

renancing and internal corporate restructuring. The renancing of the existing facilities, which

were due to mature in 2014, was achieved

through a combination of senior bank debt and

a listed bond issuance.

Donggi-Senoro LNG Plant

The consortium on the USD2.8bn development

of a liqueed natural gas (LNG) plant at Senoro

in Central Sulawesi, Indonesia.

Freeport LNG

IFM Investors PTY. Ltd. on its USD1.32bn debt

nancing of a holding company making an equityinvestment in connection with the development

and construction of a natural gas liquefaction and

LNG loading facility on Quintana Island near

Freeport, Texas and as an equity investor in

the second train of the Freeport LNG project.

Vinh Tan

The lenders and export credit agencies on the

USD1.74bn development of a 1,200MW

(2x600MW) coal-red power station project in

Vietnam (Vinh Tan 1 Thermal Power Plant PPP).

“‘They’re very good to dealwith – they’re knowledgeable, good at sorting out technical problems and nding

solutions and helping usmanage the project to close’.”

Chambers UK 2015



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Real estate nance

Recognised as the market’s leading real estate nance practice, clients have

described us as ‘pre-eminent’. We advise the world’s most advanced investment

banks, specialist real estate lenders, borrowers, funds and investors on their

most critical and pioneering transactions. No other practice can match our

depth of experience and unique understanding of every aspect of real estate

nance in both domestic and international markets.

As nancing techniques have evolved, we have evolved with them, cementing

our reputation for leading developments in the market and structuring the

most complex deals. Our practice includes advising on large loan, mezzanine,

A/B and preferred equity origination, loan workouts, securitisation,

the formation of real estate investment funds, secondary market debt

acquisitions, NPL pool acquisitions, real estate mergers and acquisitions,

joint venture structuring and complex real estate acquisitions.

Our international footprint and depth of resource is backed up by our

experience. Allen & Overy has been involved in the real estate nance market

since its inception and boasts uniquely strong practices in Europe, the U.S. and

Asia Pacic. With over 90 partners in our global oce network specialising in

real estate nance, we oer our clients a truly integrated service.

“They’re outstanding.It’s a combination of strongtechnical expertise and theability to be commercialand pragmatic.”

Chambers UK 2015

“They are the type of lawyers you want on your side forbig, complicated deals.”

Chambers USA 2014

“One of the most integrated

teams in the market.”

Chambers Europe 2014

GE Real Estate Loans Limited

GE Real Estate Loans Limited in connection

with a c.EUR770m facility to nance the

acquisition of the Project Tower portfolio of

loans from NAMA by Blackstone Real Estate

Partners. This deal is Blackstone and GE’s rst

‘loan on loan’ nancing in the European market.

ARC Realty Finance Trust

ARC Realty Finance Trust on a USD150m

commercial mortgage loan repurchase creditfacility for an afliate of ARC Realty Finance

Trust opposite J.P. Morgan.

Blackstone Real Estate

Debt/Strategies

Blackstone Real Estate on Project Runner,

a GBP315m whole loan to KSL Capital in

order to nance the US private equity group’s

GBP485m acquisition of the nal tranche of

De Vere Group’s UK Village hotel chain.

Nationwide

Nationwide on the sale of Project Adelaide,

its EUR850m German commercial property

loan portfolio which is comprised of around

200 retail ofce and industrial commercial

properties throughout Germany, to Oaktree

Capital Management.

Citigroup

Citigroup in connection with the c.EUR350m

nancing of Blackstone Real Estate Partners’acquisition of a portfolio of logistics properties

located in France, Germany, Hungary, Spain,

Austria, Norway and England.

M&G Investment Management

M&G Investment Management as lender in

connection with a GBP56.55m credit facility for

Northwood Investors secured over property in

England and Wales.

JP Morgan Casanove

JP Morgan Casanove on the nancing for

Blackstone’s GBP605m acquisition of the

Mint Hotel Portfolio.

Alpha Investment Partners

Alpha Investment Partners in its rst U.S.

real estate deal: a USD65m bridge loan and

a joint venture with Macklowe Properties to

acquire two properties and development rights

at 985-989 Third Avenue, New York City,for USD100m.



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Restructuring

Our unrivalled Restructuring and Insolvency team, with more than 130 lawyers

specialising in restructuring across 46 oces globally, is truly world-class.

With such an extensive and dedicated team, we advise on the largest and

most complex restructurings, and pride ourselves on providing pioneering

solutions as well as real commercial results. We specialise in cross-border

restructurings and insolvencies, utilising the full range of international

options, including U.S. Chapter 11 reorganisations, UK schemes

of arrangement, pre-packaged sales and debt for equity swaps.

Our expertise covers advice on contingency planning, insolvency

ling requirements, debt restructuring and reschedulings, distressed

acquisitions/sales, credit bidding, formal insolvency proceedings, out-of-court

renancings and distressed debt trading. We advise lenders and investors at all

levels of the capital structure as well as corporates/directors, central banks,

insolvency oceholders/trustees and government institutions. We work closely

with specialists in related practice areas including nance, corporate, real estate,

employment, pensions, tax, environment, regulatory, capital markets and

litigation to provide a seamless and integrated service.

“Allen & Overy has someof the best resources andexpertise to bring aninternational deal together.” Chambers Global 2014

“Allen & Overy is

recognised for its abilityto co-ordinate internally, providing clients withseamless representationspanning numerousspecialisms.” Chambers Global 2014

Deutsche Annington

Immobilien Group

Deutsche Annington Immobilien Group (DAIG),

Germany’s largest residential real estate

company in Germany, on the rescheduling of its

EUR4.5bn securitisation issued in August 2006.

This is one of the largest European real estate

nance and securitisation reschedulings since

the nancial crisis.

Drydocks World

The creditors’ committee on the circa

USD3bn restructuring of Drydocks World.Drydocks World is the largest shipyard facility

in the Middle East and a subsidiary of

Dubai World, one of the Dubai sovereign

holding companies.

Saur

The junior creditor committee on the

restructuring of SAUR, the French water

company. Awarded ‘IFLR Europe Restructuring

Deal of the year 2014’.

Zodiac Group

Zodiac Group on its debt maturity extension

implemented by way of schemes of

arrangement and the Chapter 15 recognition

of such schemes of arrangement in the U.S.

Vinashin

The agent and steering committee on the

successful restructuring of Vinashin. This is

the rst restructuring of a highly important

Vietnamese state-owned enterprise.

The transaction has had macroeconomic

effects on the relevant jurisdiction,with government involvement at the highest

levels. Implementation of the restructuring

was through a groundbreaking use of an

English scheme of arrangement.

The Co-operative Group

The Co-operative Group and The Co-operative

Bank on the recapitalisation plan for the Bank

which involved a consensual bail-in, the rst of

its kind in the UK, and other capital raising

initiatives. We continue to advise the Group

and the Bank on the implementation of the

recapitalisation plan.

Dubai Group

The senior secured committee of lenders on the

USD10bn restructuring of debt of Dubai Group.

Nortel Networks

The monitor and the Canadian entities of

Nortel Networks Corporation on all Chapter 11

and Chapter 15 matters, including asset sales,

and we are now engaged in the cross-border

allocation trial.

Stemcor

The coordinating committee of creditors tothe Stemcor group on the restructuring of

approximately USD2.24bn of debt owing

by the group to nancial creditors. Implemented

by way of two inter-conditional schemes of

arrangement (including a scheme of Stemcor’s

Singapore subsidiary), the restructuring involved

the conversion of Stemcor’s existing revolving

credit facilities into a term loan with a maturity

date of December 2015, together with the

provision of a USD1.15bn new committed

syndicated trade nance facility.

Al Jaber

The coordinating committee appointed inconnection with the circa USD4.6bn debt

restructuring of the Al Jaber Group.



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Trade, commodities and export nance With the recent drop in oil prices, geopolitical tensions and returning volatility,

the commodities markets are going through turbulent changes. In addition,

commodities nance documentation and security structures are becoming

increasingly complex, whilst stricter regulatory regimes pose further challenges.

Our Trade, Commodities and Export Finance team can translate complexity

and the increased scrutiny of security structures into practical and ecient

solutions. Our in-depth knowledge of the sector and track record in

documenting trade and commodity nancings, and our litigators’ experience of

advising on a large number of disputes in the trade, commodities and export

sector allows us to identify and solve any issues upfront, providing our clients

with both practical and commercial advice.

Whether trading in physical commodities or commodity derivatives, using

commodities to generate cash ows within Shari’a-compliant nancings,

entering into a commodities nancing, or structuring a complex commodities

arbitrage transaction, there are a plethora of diverse legal issues to consider –

from documentation to credit mitigation and from regulatory approvals to

reputational issues. At Allen & Overy, we bring our expertise in each legal

discipline under one product umbrella to oer our clients a seamless solution.

Oman Refneries and

Petrochemicals Company LLC

Oman Reneries and Petrochemicals Company

LLC (indirectly owned by the Government of

Oman) on the project for the expansion and

improvement of the USD3bn Sohar Renery in

Oman. Deal of the Year 2014 in Trade

Finance Magazine.

The export credit agencies and

international fnancial institutions The export credit agencies and international

nancial institutions on the STAR Renery

Project in Turkey. Trade and Forfaiting Review

ECA Deal of the Year 2014.

The lenders

The lenders on a jumbo USD1.3bn prepayment

facility in favour of Glencore Energy UK Ltd for

advance payments for crude oil purchases from

the national oil company of the Republic of

Chad, Société des Hydrocarbures du Tchad

(SHT). Trade and Forfaiting Review Deal of the

Year 2014.

The Security Agent and the

Receivers

The Security Agent and the Receivers in relation

to the USD700m borrowing base facilities for

OW Bunker & Trading A/S in connection with

the global insolvency of OW Bunker Group.

OW Bunker – The second-largest listed company

by revenue in Denmark – is owed USD1.4bn.

It went into liquidation after its banks refused to

extend credit following revelations of a USD125m

fraud at Dynamic Oil and a USD150m risk

management loss. Around USD600m is owed

by its two Singapore entities, USD330m by OW

Bunker Far East and USD270m by Dynamic Oil.

A USD700m facility extended by a syndicate of

banks to OW Bunker & Trading and OW Supply

& Trading (OW Bunker Denmark) gave the

lending syndicate claims over certain assets of

various OW Bunker entities around the world,

including the two Singapore subsidiaries.

KExim, K-sure, PIF, the Islamic

fnancers and conventional

banks and all fnance party agents

KExim, K-sure, PIF, the Islamic nancers and

conventional banks and all nance party agents

on Ma'aden's USD7.75bn phosphate mine

and associated petrochemical and fertilizer

complex. The new phosphate city is owned

by a joint venture with Saudi Arabian Mining

Company (Ma'aden), the Mosaic Company and

Saudi Basic Industries Corp. (SABIC). It is a key

part of the King Abdullah Project for the

Development of Wa'ad Al Shammal Mineral

Industrial City. This project involved lenders

from six countries across Europe, Japan, Korea,

UK, Saudi Arabia as well as domestic Saudi

government shareholders and foreign

shareholders from the US through Amsterdam.

Trade Finance Magazine Deal of the Year, 2014.

ABN AMRO and syndicate of

Middle Eastern banks

ABN AMRO and syndicate of Middle Eastern

banks on a secured uncommitted borrowing

base nancing for Gunvor. Trade and Forfaiting

Review Deal of the Year Award 2014.

WE CAN ADVISE ON THE

FOLLOWING SPECIALISMS

Export credit agency backed nancing

Pre-export nancing and prepayment facilities

Reserves-based lending

Borrowing base lending

Corporate nancing

Structured commodity nance

Commodity derivatives

Regulatory advice

Dispute resolution/litigation

“Allen & Overy LLP

sets ‘an extremely highstandard and is one of thebest rms’ for complexstructured deals.”

Chambers UK 2014



13/16

www.allenovery.com

13

An award-winning banking practice Allen & Overy’s banking practice has been awarded or has worked on hundreds of award-winning transactions,

demonstrating the exceptional service that it oers to clients. The diverse range of awards and the jurisdictions in

which they have been won are testament to the strength and depth of the practice and reects Allen & Overy’s

position at the heart of the banking market.

Syndicated Project Finance Dealof the Year – Roy Hill Iron Ore

Aplma 2015

Finance Team of the YearLegal Business Awards 2014

Americas Deal of the Year 2014 – Freeport LNGPFI Thomson Reuters 2014

Asia-Pacic Deal of the Year 2014 – Roy HillPFI Thomson Reuters 2014

European Power Deal of the Year 2014 – GeminiPFI Thomson Reuters 2014

European – Infra Deal of the Year 2014 – Mersey PFI Thomson Reuters 2014

European Industry Deal of the Year 2014 – Georges BessePFI Thomson Reuters 2014

Middle East & African ReneryDeal of the Year 2014 – Star Renery PFI Thomson Reuters 2014

Middle East & African Industry

Deal of the Year 2014 – Waad al-ShamalPFI Thomson Reuters 2014

Middle East & African Power Dealof the Year 2014 – KirikkalePFI Thomson Reuters 2014

African Renewables Deal of the Year 2014 – Lake TurkanaPFI Thomson Reuters 2014

African Power Deal of the Year 2014 – Cenpower (Kpone)

PFI Thomson Reuters 2014

International Team of the YearBanking and Finance China Law Practice

Awards 2014

M&A Deal of the Year for Shuanghui’sacquisition of Smitheld FoodsIFLR Americas 2014

Trade Finance Deal of the Year for theEtihad Etisalat Company (Mobily)USD645m ECA nancing Islamic Finance News (IFN) Awards 2014

Syndicated Acquisition FinanceLaw Firm of the Year

APLMA Awards 2014

Export Credit Agency Deal of the Yearfor the rst Coface guaranteed capitalmarkets bond issuance ( J.P. Morgan asplacement agent)

Airnance Journal Awards 2014

Global Finance Deal of the Year(Acquisition Finance) for Numericableacquisition of SFR

The American Lawyer Global Legal Awards 2014

Best Project Finance Law Firm The Asset Triple A Regional Awards 2014

Restructuring Deal of the Year for VinashinIFLR Asia Awards 2014

Best Law Firm in Insolvency& Restructuring Islamic Finance News (IFN) Awards 2014

Syndicated Project Finance

Deal of the Year for Ichthys LNG Asia Pacic Loan Market Association

(APLMA) Awards 2014

North American InfrastructureLaw Firm of the YearInfrastructure Investor 2014

Restructuring Deal of the Year for A’ayanLeasing and Investment Co. USD1.3bn

debt restructuring Islamic Finance News (IFN) Awards 2014

PDP Deal of the Year for the rst evermulti-tranche debt capital marketpre-delivery payment nancing


IFLR Europe Restructuring Deal of the Year for SaurIFLR European Awards 2014

Banking, Finance, and Restructuring Teamof the Year for StemcorBritish Legal Awards 2014

Most Innovative Deal of the Year( British Airways on the rst Enhanced

Equipment Trust Certicate (EETC)

transaction for a non-American airline and also

the rst to incorporate Japanese Operating Leases ) Airnance Journal Awards 2014

PDP Deal of the Year ( the rst evermulti-tranche debt capital market pre delivery

payment nancing ) Airnance Journal Awards 2014

Asia Pacic Deal of the Year( BOC Aviation’s USD1.5bn o-shore bondissuance – the rst CNH issuance by a

Singapore-based corporation ) Airnance Journal Awards 2014

Middle East Deal of the Year( Emirates’ USD1bn amortising Sukuk )


Export Credit Agency Deal of the Year( the rst Coface guaranteed capital markets bondissuance (JPMorgan as placement agent )


Regional Jet/Turboprop Deal of the Year( Avianca’s 15 ATR 72-600 purchase and the

rst transaction to take advantage of Coface’s ability

to oer guarantees on ATR aircraft purchases ) Airnance Journal Awards 2014

Recent highlights include being named/awarded:


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The University is a three half-day legal technical training course introducing the main aspects of law and the

practice of nance transactions. It provides attendees with an understanding of the key legal principles at the

core of most nance transactions and introduces basic nance documents.

The course centres primarily on English law nancing and the London loan market practice, but also analysesthe international position.

The University is taught by a combination of webcasts, seminars and facilitated group workshops. The seminars

and workshops are as interactive as possible and attendees have the chance to engage in negotiating and

commenting on basic documents and problem-solving. An open-book multiple choice quiz is held on the

last day to consolidate learning and attendees receive a certicate of attendance.

The University is run twice a year at our London oces. A buet lunch is served each day, which provides

attendees with the opportunity to meet other bankers and Allen & Overy lawyers.

The University of Finance Law

Allen & Overy provides a range of online services. These are accessed via a single, tailored web page and help our

clients to manage risk, keep up-to-date and share information. The service also includes a comprehensive online

resource library to enable you to nd the answers to your questions quickly and easily. Clients can also register for

email alerts on those subjects they are interested in. Banking-related/key services include:

SERVICE DESCRIPTION

Dealroom Share documents and information securely with Allen & Overy and related parties.

Global Compensation Tracker An online service specically designed to help nancial institutions assess theimpact of global and national reform on compensation structures.

Know-how Publications Access Allen & Overy’s archive of client know-how publications and set upemail alerts on the subjects and jurisdictions you are interested in.

Loans and Security Review information on the main issues relating to security interests and how to take

security over the main types of assets in different countries, along with information

on lending and tax.

Restructuring Across Borders Analyse the framework in which different restructuring and insolvency regimes

across the world operate and interact as well as key comparative information

across those jurisdictions. Compare EU legislation regarding restructuring and

insolvency proceedings and security over nancial collateral.

Banking online services


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www.allenovery.com

15

What our clients say about

The University of Finance Law

“The course has been very good. The selection of topics and

speakers was excellent and gauged to the right level.” David Harris, Senior Solicitor, Bank of Scotland Corporate

“This has been incredibly useful for me. It has provided mewith a greater understanding of the wider banking world

transactions that RBS has been involved in.” Tim Gaul, Associate Director, RBS, Global Banking & Markets

“I found the course very informative. I would recommend itto both lawyers and bankers back at Deutsche Bank.”

Daryn Stilwell, Legal Counsel, Deutsche Bank

“The course gave me a very good basic knowledge of variousareas of law. In particular the insolvency and restructuringexercise was useful as it was given by A&O who areregarded as market leaders in this area.” Shazia Afghan, Solicitor, Lloyds Banking Group


16/16

FOR MORE INFORMATION, PLEASE CONTACT:

Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The termpartner is used to refer to a member of Allen & Overy LLP or an employee

or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings.

GLOBAL PRESENCE

Allen & Overy is an international legal practice with approximately 5,000 people, including some 525 partners, working in 46 offices worldwide.

Allen & Overy LLP or an affiliated undertaking has an office in each of:

Abu Dhabi

Amsterdam

Antwerp

Athens (representative office)

Bangkok

Barcelona

Beijing

Belfast

Bratislava

Brussels

Bucharest (associated office)

Budapest

Casablanca

Doha

Dubai

Düsseldorf

Frankfurt

Hamburg

Hanoi

Ho Chi Minh City

Hong Kong

Istanbul

Jakarta (associated office)

Johannesburg

London

Luxembourg

Madrid

Mannheim

Milan

Moscow

Munich

New York

Paris

Perth

Prague

Riyadh (associated office)

Rome

São Paulo

Shanghai

Singapore

Sydney

Tokyo

Toronto

Warsaw

Washington, D.C.

Yangon

© Allen & Overy LLP 2015 I CS1402_CDD-38418_ADD-50934

Andrew Trahair Joint Managing Partner

Tel +44 20 3088 [email protected]

Stephen Kensell Joint Managing Partner

Tel +44 20 3088 [email protected]

our banking practice brochure

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