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Despite banks still having to grapple with various regulatory hurdles impacting on their ability to lend (including heightened restriction placed on capital reserves), they are, for the correct targets, more than willing to provide funding. This level of supply coupled with a relative paucity of deals (particularly in light of various political events including Brexit creating a degree of uncertainty in the market) has meant that both private equity sponsors and corporate acquirers are the power brokers in negotiations and can therefore increasingly dictate the terms with which acquisitions are funded.

The removal of jurisdictional boundaries between loan markets in the US and Europe has presented an opportunity for lenders to compete across borders and for sponsors to achieve more favourable contractual terms as a consequence of the widening of the investor base and the ability to access increasing choice as to where to acquire capital. Large borrowers and sponsors continue to be able to access a wide array of funding sources, with New York law-governed high yield bonds and covenant-lite US Term Loan B debt continuing to occupy a prominent place in the capital structure on many, primarily big-ticket deals. However, European lenders have reacted to the flight of borrowers to the US markets to fund deals and are adapting their product lines to attract business. Therefore, increasingly transactions are being structured in a covenant-lite fashion – in part due to the relative ease with which banks are able to sell on their debt in the CLO market (although the European market is still dwarfed by the institutional loan market in the US). This covenant-lite approach has manifested itself most prominently in the burgeoning European Term Loan B market which is increasingly gaining traction in the market, particularly in light of the European Central Bank’s quantitative easing program supressing interest rates into negative territory, leaving investors starved of yield.

On the larger deals in the market flexibility is key, and the law firms that are most valued by participants in the industry are those that can provide a credible offering across the key financing products including high yield bonds, Term loan B, Yankee loans and hybrid European leveraged loans with New York style covenant packages.

This trend of cross-pollination naturally plays to the strengths of the US firms based in London, most prominent of these in the leveraged market is Latham & Watkins, a well-earned acknowledgement of its ability to provide a flexible approach to clients on both New York and English law financing products in the loan and bond markets. White & Case LLP has the broadest and most comprehensive finance offering. In spite of this changing dynamic in the leveraged finance market, the Magic Circle firms remain at the heart of the highest-profile deals in the market and have to varying degrees been successful in ramping up their high yield and Term Loan B capability. Of these, Allen & Overy LLP, Clifford Chance LLP and Linklaters LLP all remain at the top of the acquisition and investment grade finance market, in addition to many of the other finance categories, and the sheer strength and depth of their teams, as well as their large international spread of offices, ensures that they are able to handle a tremendous range and volume of multi-jurisdictional mandates.

Freshfields Bruckhaus Deringer LLP benefits from a particularly strong debtor-focused client base (including FTSE 100 and 250 clients, as well as private equity sponsors) and as a result is often involved in many of the largest transactions in the market, a fact that is reflected in its elevated position in many of the finance categories. Although it is more generalist in its approach than many firms in the market, Slaughter and May is also able to leverage an enviable roster of corporate clients, as well as often being involved in sensitive matters involving government input.

The rise of the credit fund market continues unabated and while the levels of activity are still a long way off that of the US, new funds are appearing with increased regularity, driven in part by investor demand to extract higher yields out of what remains a low interest environment. Although it remains primarily a mid-market product (aimed at providing funding to smaller less creditworthy companies, who in light of tightened credit standards for banks are unable to obtain leverage from traditional sources), direct lending has moved up the food chain with some funds able to write increasingly large cheques to finance deals, either on their own or in a club with other funds. Ashurst and Hogan Lovells International LLP remain two of the most dominant players in this sector, although as the product matures many other firms are seeking to pick up market share. In addition to its deep penetration among credit funds, Ashurst’s longstanding ties with private equity sponsors and numerous banks ensures that it picks up a raft of new money deals, and matters that require restructuring and consequently it performs well in the acquisition finance, bank lending and corporate restructuring sections, in particular. Other high-ranking firms include Baker McKenzie and Herbert Smith Freehills LLP for emerging markets and bank lending; Dentons, for trade finance and asset finance; and Simmons & Simmons, for derivatives and trade finance. Clyde & Co LLP, Hill Dickinson LLP, HFW, Ince & Co, Reed Smith LLP, Stephenson Harwood and Watson Farley & Williams LLP are all key players in commodities (physicals) deals, a discipline that relies heavily on a strong complementary shipping group. Able to leverage their respective pre-eminent sponsor client bases, Kirkland & Ellis International LLP and Simpson Thacher & Bartlett LLP perform well for acquisition finance, as does Weil, Gotshal & Manges (London) LLP, which, in addition to its entrenched private equity ties has an increasingly formidable roster of banking clients. Dechert LLP is growing its acquisition finance capability, following most notably the recent hires of leading mid-market finance lawyers Philip Butler and David Miles from DLA Piper.

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Legal Developments in London for Overview

  • New revised guidelines for administrators in pre-pack sales

    Pre-pack sales by administrators are now used frequently enough for most people in business to be aware of them and many have come across them in their business lives. A small amount of controversy still attaches to pre-packs, but it is probably right to say that they are now an accepted part of the UK business scene as a useful means of rescuing a business in difficulty and preserving some or all of the jobs connected with the business.
    - Druces

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