Capital markets in Jersey

Bedell Cristin

Delivering ‘a responsive, cost effective and commercially focused service‘, Bedell Cristin covers the full gamut of capital market issues in Jersey, with a strong debt practice that includes securitisations, structured finance, high-yield bonds and debt listings; and on the equity side, an impressive track record in acting as a listing agent on the international stock exchange. Alasdair Hunter is the department leader, with substantial experience in debt listings and structured finance. Sara Johns is a specialist in equity capital markets, with knowledge in advising on public M&A. Louise Ridgway is another key name, assisting with debt and equity listings.

Practice head(s):

Alasdair Hunter

Other key lawyers:

Sara Johns; Tim Pearce; Mark Dunlop; Guy Westmacott; Louise Ridgway

Testimonials

‘The Bedells team delivers a responsive, cost effective and commercially focused service to us. The advice has always been of top quality and first class. The firm understands how clients want and need to get from the start to the end of transactions efficiently and smoothly and in dealing with all issues in a calm and effective manner.’

‘Very commercial and pragmatic. Excellent at finding solutions.’

‘Alasdair Hunter is a star.’

‘The team are very commercial, pro-active and with a breadth of experience in the type of capital market structures structured through Jersey.’

‘Alasdair Hunter. Commercial, well informed, market aware, client friendly and good technical knowledge.’

Key clients

EliteCReit

Tullow Oil

Barings

Linus Digital Finance

Netflix Inc

First Quantum Minerals Ltd

Norfund

Morgan Stanley

JP Morgan Securities

Bank of America Merrill Lynch

Red Ventures Limited

Lloyds Bank plc

U.S International Development Finance Corporation

Barclays Bank Plc

Work highlights

  • Acted as Jersey counsel to Tullow Oil plc, giving corporate and banking and capital markets advice on its offering of $1,800,000,000 senior secured notes due 2026 and its $600,000,000 super senior revolving credit facility maturing in December 2024.  The company will use the proceeds of the notes to repay its existing Reserves Based Lending Facility, to redeem its senior notes due 2022, and to repay its convertible bonds due 2021.
  • Provided Jersey legal advice to the initial purchasers and the mandated lead arrangers in connection with Constellation Automotive’s £2.02bn (equivalent) underwritten financing arrangements, including its £695 million offering of 4.875 percent senior secured notes due 2027, its approximately £750 million (equivalent) senior secured term facility, its £250 million revolving credit facility and its £325 million second lien facility.
  • Provided listing sponsor services to Elite UK Commercial Holdings Limited, a subsidiary of a Singapore listed REIT in connection with the listing of its issued share capital on the Official List of The International Stock Exchange (TISE). The listing was required in connection Elite UK’s application to HM Revenue & Customs to become a UK REIT.

Carey Olsen

Clients praise Carey Olsen as having ‘a first rate capital markets practice which can be trusted with market leading synthetic securitisation transactions’. The group is most known for debt capital markets transactions, including banking, security, bond and listing issues. On the equity capital markets front, the group has experience in listings and redomiciliations on the London stock exchange. Simon Marks heads the group, and is a debt capital markets specialist. Kate Andrews  is a specialist in high-yield bond issuances. Guy Coltman is noted for IPOs and public M&A transactions. Counsel Matthew Ecobichon  (‘knowledgeable, commercial and ensures transactions run smoothly and well‘) has made a name for himself for high-yield deals and securitisations. Senior associate Ashley Morrison is another recommended lawyer.

Practice head(s):

Simon Marks

Other key lawyers:

Kate Andrews; Guy Coltman; James Willmott; Matthew Ecobichon; Ashley Morrison

Testimonials

‘Best structured finance team in Jersey. Go to for Securitisation, especially master trusts and VFN listings.’

‘Simon Marks is excellent, very switched on and pragmatic. Quick to respond and has a great team too, especially Ashley Morrison’

‘A first rate capital markets practice which can be trusted with market leading synthetic securitisation transactions.’

They provides excellent client service and provide strong legal solutions to challenging issues in the ever changing world of capital markets.

‘Simon Marks brings a wealth of experience to capital markets transactions; he is responsive, client focused and great to work with. Simon’s detailed knowledge of the capital markets means he always finds positive commercial solutions to help transaction parties achieve their ultimate goals. Simon is professional and very knowledgeable – we always want him on our side in a negotiation.

‘Matthew Ecobichon does excellent work on client transactions. He is knowledgeable, commercial and he ensures transactions run smoothly and well. He is professional and liaises well with all transactions parties to achieve the commercial objectives.’

‘I have mainly worked with Simon Marks, Kate Andrews and Ashley Morrison over the past few years. Ashley Morrison has been my main contact on most transactions and she is fantastic to work with. While she is still an associate, it is clear that she will make her way up the ranks within Carey Olsen. It is also a pleasure to work with Simon Marks, who jumps in when required and provides top-notch legal advice. All-in-all a great group of people.’

Key clients

Alkuri Global Acquisition Corp

Atlantica Sustainable Infrastructure

Breedon Group

Center Parcs

Ferguson

Hiscox

Nordic Capital

Thame and London (Parent to Travelodge Group)

West China Cement

Work highlights

  • Advised Nordic Capital on the financing of the acquisition of ADVANZ PHARMA Corp. The financing was approximately US$ 1.6 billion, comprised of syndicated loans, senior secured notes and a revolving credit facility.
  • Advised West China Cement on a US$ 600 million high yield bond issuance of senior secured notes by a Jersey incorporated issuer and guaranteed by BVI and Hong Kong incorporated guarantors.
  • Advised Alkuri Global Acquisition Corp., a SPAC, in its definitive merger agreement with Babylon Holdings Limited. The transaction reflects an initial pro forma equity value of approximately US$ 4.2 billion.

Mourant

At Mourant, capital markets work is a core component of the firm’s wider finance and corporate practice, and the team has experience in complex debt and equity transactions. One area of expertise is cashbox structures, while the group is also well-versed in mandates involving public M&A and bond issuances. In 2021, Robert Hickling was instructed on major bond issuances, but he is also an expert in equity deals. James Hill  has a varied practice involving cashbox share placings, IPOs and high-yield bond issuances. Amy Demetriou has built a strong practice in relation to securities. Gareth Rigby oversees the team.

Practice head(s):

Gareth Rigby

Other key lawyers:

Robert Hickling; James Hill; Paul Martin; Amy Demetriou

Key clients

3i Infrastructure plc

Easyjet plc

Wisdom Tree

Informa plc

Morgan Stanley

Aventine LLC

Shire Plc

Land Securities Plc

Ardian

London Stock Exchange Group Plc

Credit Suisse

JPMorgan

Merrill Lynch International

Serinus Energy plc

Wells Fargo Bank N.A.

Work highlights

  • Advised an online gambling company on its migration to Jersey and subsequent corporate matters including the listing of the company on the Nasdaq.
  • Advised a Canadian pensions investor as an investor in Sportradar, in connection with Sportradar’s initial public offering on the Nasdaq Global Select Market.
  • Advising a Jersey incorporated company listed on NASDAQ on its $5.8bn acquisition by Permira.

Ogier

Ogier‘s capital markets group has expertise in debt and equity, including capital raising transactions across offshore jurisdictions such as BVI, Cayman and Luxembourg, as well as the Channel Islands. The group has particular expertise in cashbox structuring linked to placings and rights issues of listed companies. The group sits within the banking and finance department, under the leadership of Simon Felton. Raulin Amy is an expert in securities listings. Bruce MacNeil  is another name to note for debt work. Alexander Curry, who was promoted to partner in December 2021, has extensive experience in IPOs and public M&A.

Practice head(s):

Simon Felton

Other key lawyers:

Raulin Amy; Bruce MacNeil; Alexander Curry

Testimonials

‘Ogier are true experts in the art of the cash box placing and are our ‘go to’ firm when our clients elect to pursue this fundraising method.’

‘Everything you want in an offshore firm-excellent quality of advice while responsive and commercial’

‘We have worked with Ogier on several occasions, with a particular focus on offshore solutions for capital markets transactions. In particular, the Ogier team has a trusted reputation for efficiently and effectively implementing cash box fundraisings.’

‘Alex Curry and Raulin Amy are both familiar and friendly faces, who are able to promptly and effectively provide offshore advice on tight timeframes.’

‘Raulin Amy is incredibly responsive and has sound judgement.’

‘Bruce MacNeil is very hands-on where required, and ia always contactable.’

Key clients

Calisen plc

Pizza Express (Jersey) Limited

WH Smith PLC

Jet2 Plc (previously known as Dart Group Plc)

JD Wetherspoon

Biffa plc

Johnson Service Group

Trifast plc

Novocure Limited

Atotech Limited

Boohoo Group plc

The Law Debenture Trust Corporation plc

Wren House Infrastructure Limited

Glencore plc

Angel Trains

MJ Hudson

Workspace Group plc

Centamin plc

Wizz Air Holdings

Barrick Gold (formerly Randgold Resources)

Heathrow Funding

Ackros Acquisition Limited

Seven Energy International Limited

IDB Trust Services

Islamic Development Bank

Kaisa Group Holdings Limited

Work highlights

  • Advised a major global investment management company  as advisor to the issuer on its launch of the Invesco Physical Bitcoin exchange traded notes (ETN) programme.
  • Acted for the Pizza Express group on its offering of £335 million of 6.75% senior secured notes due 2026 through a special purpose vehicle incorporated in Jersey.
  • Acted as Jersey legal counsel for the high street retailer WH Smith in relation on a bond offering designed to allow the retailer to finance the opening of 100 new stores in North America and to partially pay down existing term loans.

Appleby

Appleby remains active, advising on numerous listings on the international stock exchange, acting as listing agent and sponsor, including for high-yield bonds, debt and hybrid securities issuances by pubic and private Jersey companies. Managing partner James Gaudin  leads the team, with expertise in financial products. Christophe Kalinauckas is a specialist in debt capital markets, with an impressive roster of banking sector clients. Senior associate Paul Worsnop has developed a niche in CLO structures.

Practice head(s):

James Gaudin

Other key lawyers:

Christophe Kalinauckas; Paul Worsnop

Testimonials

‘Supremely experienced team. Well-connected with JFSC and local service providers, helping clients beyond the pure legal aspects. Always available and proactive Exceeded our expectations in every level’

‘Paul Worsnop went above and beyond and his and James Gaudin’s advice proved instrumental to the launch, often working under tight timeframes.’

Key clients

Spark Change Group Inc

Atrium European Real Estate Limited

Petropavlovsk plc

Goldman Sachs

Livingbridge EP LLP

Harbour Energy plc

ECI Partners

Endless LLP

Värde Partners L.P.

Work highlights

  • Acted as Jersey counsel to Spark Change Group Inc on the launch of an Exchange Traded Commodity (ETC) which provides investors with exposure to regulated European Union carbon Allowances (EUAs) without needing to build the complex and costly infrastructure required to access the market directly and take delivery of the carbon allowances.
  • Advised Jersey public company Atrium European Real Estate Limited, a leading owner, operator and redeveloper of shopping centres and retail real estate in Central Europe, on the issue of a EUR350,000,000 deeply subordinated hybrid green bond.
  • Acted as listing agent to GS Funding Europe V Limited (a subsidiary of The Goldman Sachs Group, Inc.) in respect of its listing of an aggregate amount of just under USD 5,000,000,000 debt securities on the official list of The International Stock Exchange.

Maples Group

The team at Maples Group is able to ‘work seamlessly to do the best for the end client‘, coordinating closely with colleagues throughout the firm’s international offshore office network. The group is known for debt capital markets, including high-yield bonds, equity listings and structured finance transactions. Mark Crichton heads the overarching finance team. Paul Burton is most noted for debt capital markets transactions and public M&A. Anna Cochrane and Amy Black are also recommended. Chris Byrne has now left the firm.

Practice head(s):

Mark Crichton

Other key lawyers:

Paul Burton; Anna Cochrane; Amy Black

Testimonials

‘Maples is our “go-to” firm for debts listings on either The International Stock Exchange or the Caymans Stock Exchange (where they co-ordinate their global firm). The are well connected to both exchanges, know the rules as well as any exemptions that can be applied for and the circumstances in which they can be applied for, and are generally very knowledgeable with regards to debt listings. When working with them, they feel like an extension of our legal advisory team, working seamlessly with us to do the best for the end client. We do not work with the team on any other issues and therefore cannot comment on those.’

‘We typically engage Maples to work on a number of listings, which are all very similar but for different issuers, at around the same time and on similar timescales. The team never appear to get the listings mixed up and are always aware of the most current position and outstanding points. Anna Cochrane is our go-to person.’

‘Maples are very responsive and pragmatic, and are also able to give useful colour on the market.’

Amy Black is on top of the issues.’

Key clients

Arrow Global

Arabian Centres Sukuk Limited

Barclays Bank plc

Barclays Bank Ireland plc

Neuberger Berman Europe

Citi Global Markets

Galaxy Pipelines Asset Holdings Limited

MSD Capital

Newfoundland CLO I Limited

Willow No.2 (Ireland) plc

HPS Investment Partners

Work highlights

  • Acted as Jersey transaction counsel for 6-strong consortium high yield bond issuer Galaxy Pipeline Assets Bidco Limited (Global Infrastructure Partners). USD 3.9 billion Senior Secured Series bond issuance to complete the full refinancing of a USD 9 billion acquisition (bridge to bond) facility entered into in July 2020. Facility proceeds utilised for acquisition of a 49% stake in Abu Dhabi National Oil (ADNOC) lease rights to 38 gas pipelines.
  • Act as Jersey legal counsel for Citigroup Global (as representative of the several underwriters) in connection with the offering by NYSE listed Clarivate plc of certain mandatory convertible preferred shares in the capital of the company. Issuance in connection with Clarivate agreement to acquire ProQuest, a leading global software, data and analytics provider for USD 5.3 billion.