Capital markets: debt capital markets in France

Allen & Overy LLP

Allen & Overy LLP’s first-class debt capital markets group benefits from strong skill sets across the full suite of investment grade and high-yield debt transactions, derivatives and structured finance. Hybrid securities are a strong suit and the comprehensive practice also shines in sovereign debt offerings and regulatory matters. The firm’s dominant domestic offering is complemented by its robust international capability, which draws on France-based US- and UK-qualified lawyers to pack a punch in global offerings, particularly deals with a US component. Group head Diana Billik focuses on advising on SEC-exempt offerings into the US, and compliance with SEC reporting requirements for foreign issuers and security holders. High-profile figure Hervé Ekué is sought after for debt, hybrid and derivative securities. Additional contacts include Julien Sébastien and Dan Lauder. Soline Louvigny made counsel in 2019.

Practice head(s):

Diana Billik

Key clients

Air Liquide

Deutsche Bank

COVIVIO

Crédit Agricole

Société Générale

Morgan Stanley

HSBC

Government of Abu Dhabi

Citigroup

BNP Paribas

BPCE (Natixis)

Essilor

Dexia

GECINA

La Poste

CIC

La Mondiale

LafargeHolcim

Bank of America Merrill Lynch

SEB

Work highlights

  • Advised Natixis on the establishment of a €7bn euro medium-term notes programme by CNP Assurances.
  • Acted for Bank of America Merrill Lynch and Natwest on a tender offer by Electricité de France for around €1.2bn and the issue of €1.2bn reset perpetual subordinated notes.
  • Advised the joint bookrunners (BNP Paribas, Citigroup Global Markets, HSBC and J.P. Morgan Securities) on Türkiye Şişe ve Cam Fabrikaları’s $700m notes offering, and also advised Citigroup Global Markets and J.P. Morgan Securities as dealer managers on Türkiye Şişe ve Cam Fabrikaları’s $200m cash tender offer.

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton’s debt capital markets group covers the waterfront on related corporate finance matters, including bank capital securities offerings, MTN programmes and liability management transactions. The wide-ranging practice also distinguishes itself through its cross-border capability, with specialists in French, US and UK law among its ranks. Key figure Andrew Bernstein is noted for his international experience and routinely acts for underwriters and corporate and sovereign issuers on debt offerings. The group also benefits from the senior experience of international capital markets specialist John Brinitzer and Valérie Lemaitre, who is well versed across the full spread of investment grade and high-yield debt matters. Fabrice Baumgartner and Barthélemy Faye are also recommended. All named partners are dual qualified in France and the US.

Practice head(s):

Andrew Bernstein; Valérie Lemaitre; John Brinitzer; Fabrice Baumgartner; Barthélemy Faye

Testimonials

The team is international and competent in both French and English law.’

It has the advantage of being well acquainted with the structure of the group of companies to which we belong, which is beneficial for the drafting of the prospectus.’

‘Extremely active team whose legal analysis is particularly strong — we recommend John Brinitzer and Amelie Champsaur.’

Valérie Lemaitre is a remarkable partner for French law matters and Andrew Bernstein for US law matters.

Key clients

 

BNP Paribas

Crédit Agricole

Council of Europe Development Bank

Total

ArcelorMittal

BPCE

Transdev

Edenred

Silver Point Capital

Natixis

Manitou Group

CIC

BFCM (Crédit Mutuel)

Publicis Group

The Republic of Benin

Work highlights

  • Advised BNP Paribas on the update of its $40bn medium-term notes and warrants programme.
  • Acted for Crédit Agricole on a $1.2bn Rule 144A/Regulation S notes offering that will qualify as additional Tier 1 capital for Crédit Agricole, and the Crédit Agricole Group, under European capital regulations.
  • Acted for BNP Paribas on its $1.5bn offering of perpetual fixed-rate resettable additional Tier 1 notes.

Clifford Chance

Clifford Chance advises on an array of debt capital markets products and liability management transactions for French and multinational banks and issuers. The group’s adeptness in both French and English law, and its strong international capability generally, is a recurring theme among sources, and it acts on a steady stream of cross-border matters. Alex Bafi heads the US capital markets practice in France and has a strong record in advising investment banks and corporations on international securities offerings, including investment grade Rule 144A Yankee bond offerings. Cédric Burford, who advises on English and French law transactions, is also a key figure and has recently acted on debt and equity-linked bond issues and debt issuance programmes. Structured finance head Jonathan Lewis and counsel Auriane Bijon are also recommended. Andrew McCann was recently promoted to counsel.

Practice head(s):

Alex Bafi; Cédric Burford; Jonathan Lewis

Testimonials

Clifford Chance Paris’ capital markets team can intervene on issues of English law, as well as French law. The team is perfectly bilingual, all partners and associates speak in French and English, including the English law side.’

Good communication between the lead attorney and his/her teams. A worldwide outlook and knowledge of the different specialities.

Excellent reactivity and quality of legal advice.

Clifford Chance, and specifically its CM team, has very deep experience in capital markets, which fully benefits its clients.

A good understanding of the in-house practice within companies, which is often deficient in other firms.

A talent for making legal terms accessible to people who are not familiar with legal subjects. Very high competence in the domain of intervention.

We value its competence, client service, availability of partners and legal analysis followed by practical resolution of problems — particularly Cédric Burford and Alexander Tollast.

Cédric Burford had great availability, as do members of his team.

Key clients

BNP Paribas

Crédit Agricole CIB

Natixis

Société Générale

Goldman Sachs

Bank of China International Holdings Ltd

Citigroup

HSBC

J.P. Morgan

Morgan Stanley

National Bank of Abu Dhabi

Standard Chartered Bank

Accor Hotels

Carmila

Carrefour

Dassault Systèmes

Neopost

Unibail-Rodamco-Westfield

VINCI

Volvo

Thales

UMG Groupe VYV

Société du Grand Paris

The Government of Sultanate of Oman

CADES

Work highlights

  • Advised the government of the Sultanate of Oman on the English and US law aspects of the update to its unlimited sukuk al-ijara trust certificate issuance programme and its drawdown of $1.5bn worth of Rule 144A trust certificates.
  • Advised BNP Paribas on Atos’ triple tranche bond issuance, totalling €1.8bn.
  • Advised Unibail-Rodamco-Westfield on four tranches of senior bonds issued under its EMTN programme, worth €3bn.

Gide Loyrette Nouel A.A.R.P.I.

The team at Gide Loyrette Nouel A.A.R.P.I.  ‘knows the ins and outs of the industry’, which is evidenced by its ability to land key roles on many of the most high-profile debt capital markets deals to hit the market. In a headline example, Hubert Merveilleux du Vignaux (‘a key player in the French bond market’) was selected to advise SNCF Réseau on the takeover of €35bn worth of debt by the French government as part of the reform of France’s railway system. The comprehensive practice handles the full spread of matters, from standard capital markets deals through to heavily structured transactions, including hybrid deals, private placements, high-yield offerings and covered bonds. Merveilleux du Vignaux jointly heads the team together with Arnaud Duhamel and Melinda Stege-Arsouze. Highly rated counsel Laurent Vincent is an ‘excellent expert in his area’.

Practice head(s):

Hubert Merveilleux du Vignaux; Arnaud Duhamel; Melinda Stege-Arsouze

Testimonials

This team knows the ins and outs of the market, the history and reasoning behind every regulation and the exact range of what is negotiable and what is not.’

Gide has a multi-disciplinary team comprised of a large number of lawyers with a varied background, who have acquired a strong experience in the financial markets. This gives the firm an undeniable advantage in terms of the ability to respond to a large number of cases at the same time and of quality in the service provided.

It delivers cutting-edge advice quickly and at reasonable prices. It’s one of the very few teams having such extensive working knowledge of the market.

The Gide team we work with has always been very reactive in its responses and actions. Lawyers have very strong expertise and experience in the areas we are interested in. They provide very good advice on the various alternatives that we submit to them.’

Gide’s capital markets team has recognised expertise and is regularly mandated as an advisor on securities issuance programmes of large corporate debt.’

The firm delivers high-value legal advice and has the ability to anticipate clients’ needs and demands.’

Hubert Merveilleux du Vignaux has excellent knowledge of the law and the market, with a commercial approach.’

Hubert Merveilleux du Vignaux is a recognised expert on the financial markets and is consulted by the regulatory authorities during all revisions related to financial products.’

Merveilleux du Vignauxis stands out among his peers as one of the very few partners who will systematically pick up the phone and answer any questions in a crystal clear manner.’

Merveilleux du Vignaux is a key player in the French bond market, with an easy manner and international outlook.

Laurent Vincent is an excellent expert in his area: he is very efficient, always respects the deadlines, and always remains very calm and professional.

Laurent Vincent is very dedicated and efficient, with a strong business-orientation to allow the success of the deal.

Laurent Vincent was able to find, within the framework of an atypical deal, practical solutions.’

Laurent Vincent has very good technical knowledge of debt capital markets; this area is more a technical than a contractual subject, therefore it is compulsory to be supported by someone with very good technical skills and a good knowledge of market practice.’

Key clients

Europcar Group

Crédit Logement

CACIB

Société Générale

BNP Paribas

Veolia Environnement

CNP Assurances

Gecina

Citigroup Global Markets

Natixis

Banque Palatine

Crédit Mutuel Arkéa

Work highlights

  • Advised SNCF Réseau, one of three public industrial and commercial entities comprising the SNCF group, on the takeover of €35bn worth of debt by the French government as part of the reform of France’s railway system.
  • Advised Europcar Mobility Group on the global offering by Europcar Mobility Drive of €450m senior notes in accordance with Rule 144A/Regulation S — the notes were admitted to the official list of the Luxembourg Stock Exchange and were admitted for trading on the Euro MTF market.
  • Acted for Société Générale, and other banks, on Gecina’s €151.5m cash tender offer and associated €500m bond issuance.

Linklaters

Leveraging its global reputation for both corporate and finance work, Linklaters is equally active on behalf of underwriters and issuers. The team is well known for its cross-border offering, which is anchored by its capacity to provide French, US and UK law advice. Other distinguishing features include its ability to lean on the wider firm’s close links with listing authorities and regulators worldwide and its broad product coverage, which spans traditional bond offerings, hybrid bonds, liability management transactions and EMTN programmes. Debt capital markets specialist Véronique Delaittre is highly regarded for her experience in advising both banks and corporations on programme establishment, issuances and listings of debt and hybrid securities. Luis Roth handles both high-yield and investment grade debt, covered bonds, commercial paper and liability management transactions. Colin Chang was a new arrival in January 2020.

Practice head(s):

Véronique Delaittre

Testimonials

The capital markets team dedicated to debt and bond issues is excellent in terms of availability, reactivity, in-depth product knowledge, operations, the debt market and issuing clients.’

Linklaters is very familiar with the expectations and needs of the banks acting as lead manager and bookrunner on the transactions.

The work done by the capital markets team is always of high quality and rigorous. They are key partners for bond market players.

Lawyers have great availability, combined with a strong rigour in the management of operations and the drafting of the corresponding documentation. Also, they demonstrate good negotiating skills in difficult or complex operations.’

We work very regularly with Véronique Delaittre and her team of highly competent professionals (Olivia Giesecke, Antoine Galvier, Clément Moine). What sets them apart from other groups, besides their in-depth legal knowledge of the subject, is their very high availability and reactivity. They are also extremely nice and pleasant.

Véronique Delaittre is a partner that my team requests very regularly for many operations. Delaittre is very efficient, knows how to manage requests and adapt to needs. She also has an in-depth knowledge of the market and knows how to surround herself with employees of very good level.

Key clients

Natixis S. A.

J.P. Morgan Securities plc

Electro Power Systems

Citigroup Global Markets

Crédit Agricole Corporate and Investment Bank

Cegedim S.A.

Société Générale

Work highlights

  • Advised Citigroup Global Markets, as dealer, on Banque Fédérative du Crédit Mutuel’s $1.1bn issuance of senior preferred notes under a $10bn US MTN programme.
  • Acted for Crédit Agricole Corporate and Investment Bank, as arranger, on Crédit Agricole’s €75bn EMTN programme.
  • Advised Cegedim on its first euro PP bond issue of €135m worth of 3.50% notes, and on the replacement of its revolving credit facility

White & Case LLP

White & Case LLP’s enviably deep bench and global resources distinguish it from its peers, with clients valuing its ‘large number of partners and associates’ and its ‘network of offices and partners abroad’. The group combines capability in French, US and UK law to shine in both domestic and global offerings, for both managers and issuers. It is well versed across the full scope of debt capital markets issues, with its recent work spanning EMTN programmes, high-yield bond offerings, euro private placements (Euro PPs) and corporate hybrid bond issues — it is also increasingly active in the fintech space. Cenzi Gargaro advises on debt securities, sovereign bond issues, corporate hybrid securities and liability management transactions. Other senior names include Séverin Robillard, Thomas Le Vert and regional capital markets head Philippe Herbelin. Up-and-coming partner Grégoire Karila is highlighted for his ‘diversified range of expertise in the capital markets’. Colin Chang left the firm in January 2020.

Practice head(s):

Philippe Herbelin

Testimonials

The W & C team we work with sets itself apart through its large number of partners and associates (compared to other Parisian firms), its diversified practice, and its network of offices and partners abroad.

They are a strongly dedicated, hard-working, results-driven group of individuals that has, in my personal experience, the ability to effectively combine client attention with the right dose of positive and constructive debate.

Appreciate their ability to express and defend my opinions as their client, minimising entropy in negotiation, and maintaining focus on the ultimate goal of closing the deal. At all levels of seniority, I perceived professionalism and responsibility with a strong empathetic component.

Great team spirit: impression of good collaboration/relationship with each other, forming one team. All members of the team have strong knowledge in capital markets, thus are able to provide relevant advice in a limited timeline.

High-quality service. Good technical skills (French law and US law). A dedicated team, nice to work with and client-oriented.

The capital market team of Cenzi Gargaro delivers our documentation requests, and more sensitive cases, promptly and smoothly. They are reliable and nice to work with.’

As a client, I felt White & Case was effectively able to advise at any time of the day with drive and commitment to the responsibilities involved as well as a clear understanding of my position and my needs. Colin Chang and Robert Becker, respectively partner and associate, clearly stood out in this.’

Max Turner (a US-qualified partner) is an excellent expert, always available, provides very good advice and client-oriented.

Grégoire Karila is a very dynamic partner. He has a diversified range of expertise in the capital markets (debt, derivatives, regulatory), is available and provides well-thought-out advice.’

Grégoire Karila is very available and willing to help his clients; he is knowledgeable and solution-oriented.

We work principally with Grégoire Karila and associate Petya Georgieva, together they form an efficient team. They have good expertise, are respectful, understand exactly the needs of their client and have the ability to adapt efficiently to specific situations.’

Key clients

Barclays

Belfius Bank

BofA Merrill Lynch

BPCE

BNP Paribas

Citigroup

Crédit Agricole

Crédit Agricole CIB

Credit Mutuel Arkea

Credit Suisse

Deutsche Bank

Goldman Sachs

HSBC

J.P. Morgan

LCL

Natixis

Société Générale

UBS

Air France-KLM

Air Liquide

Atos

Casino

CGG

ENGIE

LVMH

Michelin

Novacap

Novasep

Peugeot

Plastic Omnium

SMCP

Sodexo

SPIE

SUEZ

Tereos

Vallourec

Vinci

Icade

Foncière INEA

Kaufman & Broad

Mercialys

Réside Etudes

3CIF

Agence France Locale

Agence des Participations de l’Etat

Compagnie de Financement Foncier

Republic of Cameroun

Republic of Gabon

AXA

Coface

Groupama

CNP Assurances

Work highlights

  • Advised Spie on its seven-year bond issue of €600m with an annual coupon of 2.625%.
  • Acted for Engie on its first corporate hybrid green bond of 2019, worth €1bn. It also advised Engie on its €500m issuance of hybrid bonds.
  • Advised Atos on the successful placement of its €1.8bn triple tranche bond issue.

CMS

CMS’ cross-border activity is supported by its extensive global network and the group routinely works hand-in-hand with international teams, particularly in Europe, due to its strong pipeline of transactions with a German, UK or Luxembourg component. The group’s record in EMTN programmes is another key differentiator. Other sweet spots include covered bonds, liability management transactions and Euro PPs — it notably has a 50% market share of the latter in France. Department head Marc-Etienne Sébire handles the full suite of debt matters and is recognised as an authority in Euro PPs; he recently led the working group that updated the Euro PP Charter. Counsel Rosetta Ferrère provides robust support.

Practice head(s):

Marc-Etienne Sébire

Testimonials

A cohesive team, very professional, with strong skills in bonds and great reactivity.’

The group demonstrates a very high degree of service (the team is always available) and is led by a partner recognised in the market as one of the financial market law specialists of the Paris marketplace.’

We use CMS for its reasonable cost and human approach.’

Marc-Etienne Sébire and associate Rosetta Ferrère demonstrate great availability, a remarkable sense of service, sharp skills in their field, a great mastery in the explanation of the financial markets and, more particularly, the bond market to their clients — and in particular to first-time issuers.

Key clients

Société Générale

My Money Bank

BNP Paribas

Natixis

Crédit Agricole CIB

Barclays

HSBC

La Banque Postale

BPCE

Bpifrance Financement

Arkéa

Caisse des dépôts et consignations

Octo Finances

Work highlights

  • Advised My Money Bank and BNP Paribas on the establishment of My Money Bank’s French-law covered bond programme, MMB SCF, and on issuing the inaugural €500m obligations foncières (covered bonds) under the new €10bn EMTN programme.
  • Acted for BNP Paribas and Banque Fédérative du Crédit Mutuel on the update of Crédit Mutuel-CIC Home Loan SFH’s €40bn international covered bonds programme. Also advised the lead managers on three offerings of covered bonds under this programme, totalling €3bn.
  • Advised Caisse des dépôts on the setting-up of its €1.5bn NEU MTN admission programme.

Herbert Smith Freehills LLP

The issuer-focused practice at Herbert Smith Freehills LLP impresses with its solid track record in innovative deals, particularly social bonds and green bonds. Most notably, the team advised Danone on the first offering by a corporate entity in France in line with the new social bond principles set out by the International Capital Market Association. The group also stands out for its international platform, with its recent highlights involving cross-office collaborations with London, Frankfurt and Madrid. Debt capital markets head Louis de Longeaux led the Danone deal and is held up as an ‘indisputable specialist’; his broad expertise spans EMTN programmes, bond issues, equity-linked debt instruments, Schuldschein matters and Euro PPs.

Practice head(s):

Louis de Longeaux

Testimonials

The team demonstrates unparalleled knowledge of all the key financial products and regulatory bodies, in addition to its exceptional technical skills.’

Full knowledge of all financing matters for corporates (not ultra specialised like other law firms) and takes a big-picture views on topics.

Louis de Longeaux has broad knowledge, is a strategic thinker and provides technical detailed analysis and excellent evaluation of negotiation possibilities.’

Louis de Longeaux is an indisputable specialist, while remaining pragmatic and humble.’

Key clients

Boluda

JCDecaux

Airbus

Areva

Artemid

BNP Paribas

Bureau Veritas

Compagnie des Alpes

Schneider Electric

Arkema

Conseil Général de l’Essonne

Danone

EssilorLuxottica

Groupe Atlantic

Lagardère

ONET

Renault

Safran

Schneider Electric

Société Foncière Lyonnaise

Société Générale

Tarkett

Work highlights

  • Advised Danone on its landmark issue of €300m social bonds.  
  • Acted for Renault on its various debt issue programmes, including matters related to its €7bn EMTN programme.
  • Advised Airbus on the update of the €5bn EMTN programme of Airbus and Airbus Finance.

Hogan Lovells (Paris) LLP

Hogan Lovells (Paris) LLP’s increasingly prominent practice has become a popular choice for France and Europe-based financial institutions and corporates looking for assistance with English law-governed debt capital markets transactions. The group, which houses English and French-qualified lawyers, also routinely advises on high-profile French law matters. Sharon Lewis leads the financial institutions group globally and brings to bear a strong record in debt capital markets, structured finance, corporate bonds and equity-linked offerings. Vincent Fidelle and Katia Merlini are also recommended.

Practice head(s):

Sharon Lewis

Testimonials

The group demonstrates good experience in debt topics and strong technical skill.

Members in the team both in Paris and in London are very competent and easy to work with. The firm always tries to give you the best service at the appropriate price.’

Key clients

AXA Bank Europe SCF

Edmond de Rothschild (France)

Crédit Agricole Corporate and Investment Bank

RTE Réseau de transport d’électricité

Electricité de France (EDF)

KBC Bank NV

Société Générale

Work highlights

  • Advised Edmond de Rothschild (France) on its structured debt issuance programme, governed by English law and listed on the Luxembourg stock exchange.
  • Advised KBC Bank on its €1bn warrant programme, governed by English law and listed on Euronext Brussels.
  • Acted for RTE Réseau de transport d’électricité on the update of its €10bn EMTN programme and also on two bond issues listed on the Euronext Paris, totalling €1bn, under its programme.

Latham & Watkins

Best known for its premier high-yield debt practice, Latham & Watkins’ Paris arm also continues to increase its share of convertible bond offerings, investment grade debt matters and private placements. The group’s strong combination of French, US and UK law capability positions it as a key player in multi-jurisdictional offerings and its work for Total on its $4bn debt offering involved lawyers in Houston, Paris and London — Thomas Vogel led the French leg of the deal. The team also deserves credit for its balance between issuer and underwriter-side mandates, and it maintains close relationships with French and multinational corporates and banks. Department head Thomas Margenet-Baudry finds ‘innovative solutions’ and is widely lauded for his strength in high-yield debt.

Practice head(s):

Thomas Margenet-Baudry

Testimonials

I cannot think of a better lawyer than Thomas Margenet-Baudry to advise a French issuer on a high-yield bond. He combines very strong legal expertise, real business sense and serious hard work.’

Thomas is incredibly smart and goes the extra mile, beyond his core area of expertise, to find innovative solutions to complex issues. It is an absolute pleasure to work with Thomas: he is extremely nice, he has great listening skills, and he is very hands-on but with a clear sense of what is important.

Key clients

Ipsen

Total

Work highlights

  • Acted for Total on its four-tranche $4bn public debt offering.
  • Advised J.P. Morgan, ING, KBC and Société Générale on a €1bn bank and bond financing for the House of HR.  
  • Advised Eutelsat on its €600m issuance of investment grade bonds used to refinance a portion of its existing outstanding bonds.

Bredin Prat

Practice head(s):

Raphaële Courtier

Key clients

Aegide Domitys

Ingenico Group

Ubisoft

Work highlights

  • Advised Aegide Domitys, as issuer, on the negotiation and implementation of a Euro PP bond issuance.
  • Advised Fnac Darty on its high-yield notes offering in an aggregate principal amount of €650m.
  • Advised Sonepar on a private placement under two bond issuances for a total principal amount of €145m to refinance part of its existing debt.

Darrois Villey Maillot Brochier

Practice head(s):

Laurent Gautier

Key clients

Vivendi

Valeo

Work highlights

  • Advised Vivendi on the establishment and approval by the French AMF of a €3bn EMTN (Euro Medium Term Notes) programme.
  • Advised Valeo on the €600m bonds issuance under its EMTN programme. The notes have been admitted to trading on the regulated market of Euronext Paris.
  • Advised Vivendi on convening the general meeting of holders of their outstanding bonds to vote on the proposed plan to convert the company’s corporate form into a European Company (SE) and the terms of the proposed conversion plan.

Kramer Levin Naftalis & Frankel LLP

Shearman & Sterling LLP

Practice head(s):

Hervé Letréguilly

Testimonials

‘The department has a problem-solving approach and good availability of senior members of the team.’

Key clients

L’Oréal

Orange

Bolloré

Nexans

APE

Oddo

Celeste Management SA

Saint Gogain

Wendel

Thales

Work highlights

  • Advised Nexans on the renewal of its €600m revolving credit facility.
  • Advised Groupe Ecore on its inaugural offering of €255m senior secured floating rate notes. The firm also advised the company on a new €40m revolving credit facility.
  • Advised Deutsche Bank London Branch, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Natixis and Société Générale as joint bookrunners on an issuance by Loxam of high-yield notes.