Asset based lending in London

Mayer Brown International LLP

Leveraging the firm's strong international credentials, particularly from the US, Mayer Brown International LLP's 'incredibly capable and talented' asset based lending (ABL) team has a focus on handling sophisticated cross-border mandates for funds, banks, sponsors and corporates. Able to draw from the expertise of a very well-integrated and fluid general banking and finance practice in London, the firm remains particularly well-suited to advising on bespoke and often heavily structured mandates, where the ABL portion of debt forms a part of an overall financing structure that includes other financing techniques throughout the capital structure. Dominic Griffiths' practice is emblematic of the firm's ability to combine expertise across the structured finance, ABL and acquisition finance segments of the market to provide a very compelling service to many of the most sophisticated stakeholders in the market. Praised for his 'technical insight combined with commercial pragmatism', Alex Dell co-heads the team alongside Griffiths and has 'a depth of knowledge and experience to meet the sophisticated needs of large corporates'Senior associate Ravi Amin  is also recommended.

Practice head(s):

Dominic Griffiths; Alex Dell

Testimonials

‘The Mayer Brown is an incredibly capable team of resourceful and talented individuals able to cope with sophistication and complexities in today’s current market environment.’

‘Alex Dell is a unique partner of great talent, always willing to go the extra mile to solve challenges. Has a depth of knowledge and experience to meet the sophisticated needs of large corporates. Technical insight combined with commercial pragmatism makes Alex ideal and a pleasure to work with.’

‘Charles Thain has a great ability to foresee legal issues ahead and resolve them effectively.’

Addleshaw Goddard

Led from London by the 'knowledgeable and well-connectedMike Davison, and also able to draw upon the expertise of ABL lawyers throughout the firm's UK offices (including Edinburgh and Manchester), the 'personable and friendly' team at Addleshaw Goddard is deeply embedded into the domestic ABL ecosystem on behalf of a predominantly lender side client base that includes the ABL arms of clearing banks and independents. Praised for its 'market leading knowledge', the team is at the vanguard of work in the sector, including on hybrid arrangements involving ABL facilities sitting alongside facilities provided by debt funds. Manchester-based partner Simon Prendergast has an excellent reputation for lenders across a range of ABL and receivables financing structures, both from a bilateral and syndicated perspective. Praised for her 'depth of knowledge and accessibility', Manchester-based managing associate Lauren Priest-Stephens  has a strong reputation for bank and non-bank lenders and is a key member of the team that also has expertise on the restructuring and litigation front.

Practice head(s):

Mike Davison

Testimonials

‘The team is one of the larger ABL teams in the UK, with multiple specialist partners and experienced managing associates. The team operates well across multiple offices and, where required, is able to call upon other practice areas (for example real estate) who also have ABL knowledge.

‘For domestic work I consider the Addleshaw Goddard team to be on par with the strongest firms in the sector.’

‘Simon Warburton is very experienced and has absolutely no issues running transactions with little or no partner involvement. On a recent transaction he kept to all deadlines, explained issues thoroughly and completely the transaction within the agreed fee estimate.’

‘Simon Prendergast is very experienced in the ABL sector.’

‘Some of the most personable and friendly lawyers in the market.’

‘We use AG for non-contentious work involving the drafting of documentation for new and current asset based lending deals. They are responsive, well priced and conscientious. A number of their team members have spent time with us on secondment over the years so it is sometimes like having temporary extra in-house lawyers at the end of a phone.’

‘Mike Davison is a market leader. Flexible, commercial and pragmatic in approach – he always wants to get the deal done.’

Key clients

HSBC Invoice Finance

Clydesdale Bank

PNC Business Credit

Secure Trust Bank

BNP Paribas Commercial Finance

Leumi ABL Limited

Shawbrook Bank

Advance Global Capital

Close Brothers Invoice Finance

ABN Amro Commercial Finance

Metro Bank

Work highlights

  • Advised Investec on the financing to fund the creation of a new £100m revenue group created by the three-way merger of three technology sector manpower businesses.
  • Advised Bright Blue Foods on an innovative ABL refinancing facility, provided by Wells Fargo.
  • Acted as UK counsel to PNC  Bank in relation to the provision of facilities to Crossplane to fund its acquisition of the Accent group of companies, notably Accent Wire.

DLA Piper

'Able to draw on expertise across practice areas at short notice', the multi-disciplinary, multi-office team at DLA Piper has strong market visibility at the front end of deals (as well as in any restructuring or subsequent enforcement/litigation) for a balanced array of stakeholders, including banks, independents, debt funds, sponsors and corporates. The team is noted for its   'sophisticated and specialist advice' across a range of transactional work - including the implementation of ABL facilities for supply chain finance and working capital purposes - as well as on product development and internal policy advice to finance providers in the sector. Manchester-based partner Joseph Frew 'quickly grasps the important commercial issues' and co-heads the UK offering alongside Leeds-based Sarah Day, who has an excellent reputation for UK and US banks and finance companies engaged in structured ABL. Steven Geerlings heads the firm's international offering.

Testimonials

‘Sophisticated and specialist advice. Able to draw on expertise across practice areas at short notice. Flexible advice and capacity to tailor as high-level or more in-depth as required.’

‘Joe Frew is very adaptable; quickly grasps the important commercial issues; he is dynamic and steers the legal process and negotiation to match.’

Key clients

ABN Amro Commercial Finance

Aldermore Invoice Finance

BNP Paribas Commercial Finance

Lloyds

Close Invoice Finance

RBS Invoice Finance

Deutsche Bank

HSBC Invoice Finance

Shawbrook Bank Business Credit

Siemens Financial Services

ING Commercial Finance

Sonovate

Bibby Financial Services

Coöperatieve Rabobank U.A., “Rabobank”

NatWest

Trade and Development Bank

AIG Europe S.A.

Almastone

HSBC plc

ING Wholesale Banking

Payoneer

Work highlights

  • Advised a syndicate of funders on a £200m syndicated receivables finance facility for BCA Vehicle finance Ltd.
  • Advising Ernst & Young LLP in its capacity as administrators of the Hawk Plant group of companies – one of the largest independent plant hire companies in the UK with a turnover of circa £93.5m.

Morgan, Lewis & Bockius UK LLP

Leveraging the firm’s strong and longstanding ABL pedigree in the US and also able to tap into the expertise of lawyers spread across the firm’s broader international network, Morgan, Lewis & Bockius UK LLP’s sweet spot lies in advising lenders on cross-border finance transactions, often involving split collateral structures with complex intercreditor arrangements. UK and US-qualified team head Georgia Quenby has a 'superb command of her practice area and market developments', ensuring that she is able to 'bring great clarity and reassurance' to clients on new money deals, as well as in a restructuring/insolvency context. The 'incredibly diligent and insightfulVictoria Thompson is also recommended.

Practice head(s):

Georgia Quenby

Other key lawyers:

Victoria Thompson; Meryem Hassan

Testimonials

‘A very well balanced, dynamic team which can adapt to circumstances – bringing a great mix of experience and market knowledge as well as responsiveness, client service and attention to detail.’

‘Victoria Thompson is incredibly diligent, insightful and is always one step ahead of the pace of the deal.’

‘Georgia Quenby has a superb command of her practice area and market developments and brings great clarity and reassurance to complex issues.’

Key clients

HSBC

Wells Fargo Capital Finance (UK) Limited

Wells Fargo Bank, NA, London Branch

Cyrus Capital Partners, LP and DLP Holdings S.à r.l. (a Cyrus Capital Partners controlled company)

Bank of America, NA

Investec Bank

Westcon Group

Aurelius Finance Company

Bantry Bay

Tenax Capital

Work highlights

  • Advised Wells Fargo on the initial financing and the subsequent administration and Chapter 11 of LK Bennett.
  • Advised HSBC on the $450m UK/US/China/Hong Kong/Cayman financing for the Argon Medical Devices group.
  • Advising Connect Airways and Cyrus Capital on all aspects of its debt and equity investment in Flybe and related entities

Norton Rose Fulbright

Led by the ‘personable and effectiveMichael Black, the 'knowledgeable and commercially pragmatic’ team at Norton Rose Fulbright has a strong track record in the market for lenders engaged in new money mandates and refinancings. Although the team does handle some more commoditised domestic mandates (including as it relates to bilateral domestic working capital facilities), it is best-known for its work on behalf of North American lenders on large complex cross-border transactions, where it is able to tap into expertise across the firm’s extensive international footprint, as well as the broader banking and capital markets teams.

Practice head(s):

Michael Black

Other key lawyers:

Alex Dunn; Charlotte Davies

Testimonials

‘Senior members of the team stay close to transactions througout. Work isn’t handed to juniors and forgotten about.’

‘Very knowledgeable and commercially pragmatic.’

Key clients

Wells Fargo

Bank of America

RBS Invoice Finance

Lloyds bank Commercial Finance

Toronto-Dominion Bank

Citibank

Sun Trust Bank

Credit Suisse AG

DG3 Group

Bank of Montreal

JP Morgan Chase Bank

HSBC Invoice Finance

Cortland Capital Market Services LLC

Pathlight Capital

Work highlights

  • Advised JP Morgan on the international aspects of a US-led $1.2bn ABL financing for the Insight Enterprises group.
  • Advised Citibank, N.A. as Administrative Agent and Collateral Agent, on a $250m global multi-currency ABL facility and the refinancing of existing debt in respect of the new joint venture group, Trivium Packaging.
  • Acted as UK and Canadian counsel to Bank of America, as administrative and collateral agent, in a $1.5bn secured asset-based revolving credit facility for Signet Jewelers.

Pinsent Masons LLP

Instructed by a balanced roster of clearing banks, challenger funders and corporates, the 'client focused and customer centric' team at Pinsent Masons LLP has an excellent perspective of market trends across a wide range of mandates, from commoditised receivables and invoice financing mandates, through to more structured deals and those involving a hybrid capital structure. Well resourced in the regions - particularly from Birmingham, where the 'highly regardedEdward Sunderland leads the national offering - the firm is well-positioned to provide a 'cost-effective service' on domestic deals, both from a new money perspective, as well as on any restructuring or enforcement issues that may arise. Recently promoted to partner, the 'pragmatic and cost aware' London-based insolvency expert Gemma Kaplan continues to be a vital resource to funders on contingency planning matters, as well as on recoveries and restructuring.

Practice head(s):

Edward Sunderland

Testimonials

‘Client focused, customer centric. Encyclopaedic knowledge and great cross specialisation support between teams/partners etc.’

‘Gemma Kaplan recently made partner, reflecting her undoubted skills and values. She is completely pragmatic and cost-aware. Approachable and contactable.’

‘Domain expertise coupled with solid commercial advice allows us to engage them on a number of our larger deals. They have the ability to focus in on the key points that matter, thus avoiding excess cost in the process.’

‘Individuals such as Ed Sunderland and Victoria Baker are highly regarded within the ABL arena and deliver clear technical and commercial advice – they are always mindful of the need to keep the deal moving forward.’

‘One of the few truly partner-led relationships where one feels the partners have input at every stage of the process.’

Key clients

Shawbrook Bank Limited

Arbuthnot Commercial Asset Based Lending Limited

IGF Invoice Finance Limited

Nucleus Commercial Finance

Nucleus Cash Flow Finance Limited

Bibby Financial Services Limited

Secure Trust Bank plc

Aldermore Invoice Finance

ABN AMRO Commercial Finance

Close Brothers Invoice Finance

Siemens Financial Services

Clydesdale Bank Invoice Finance

Work highlights

  • Advising Briggs on its £285m ABL cross-border refinancing for a syndicate of six banks.
  • Advising Nucleus of a back-to-back financing of its ABL book.
  • Advising Shawbrook on an ABL facility (receivables, property and inventory) for J B Kind Limited.

Crowell & Moring

The September 2019 arrival of banking litigator Laurence Winston was the latest addition to Crowell & Moring's fledgling full-service offering in the ABL space; the move reunited him with a number of his former colleagues at Squire Patton Boggs. Praised for his 'in-depth knowledge, attention to detail and business acumen', Andrew Knight heads up the group, which has quickly established a relatively prominent position in the market as a result of his strong ties with many non-clearing bank UK and US commercial finance providers, including core client PNC Bank.

Practice head(s):

Andrew Knight

Testimonials

‘Andrew Knight is an ABL expert – he has in-depth knowledge, attention to detail and business acumen.’

Key clients

PNC Bank

PNC Business Credit

FGI Finance

Secure Trust Bank Plc

Leumi ABL/Bank Leumi

BZ Commercial Finance

Work highlights

  • Ongoing representation of PNC Business Credit as lead lender and syndicate agent in attempts to rescue British Steel from insolvency.
  • Represented PNC Bank as lead arranger in the reorganisation of US dollar syndicated loan facilities for the API group of companies.
  • Represented BZ Commercial Finance in the provision of £35m  bilateral receivables and inventory financing facilities to Harding Brothers Retail Limited.

Squire Patton Boggs

Despite a number of recent departures to Crowell & Moring, Squire Patton Boggs retains a credible presence in the ABL space under the guidance of the 'smart, efficient and practicalPaula Laird. The firm's practice brings 'strong knowledge, both on market practices and on legal aspects' to a plethora of funders, including clearing banks and independents. As well as handling a steady stream of domestic work, the team also has genuine expertise on cross-border mandates, including on transatlantic matters, where it benefits from a strong ties with numerous US participants. Praised for his 'attention to detail, responsiveness and accessibility', senior associate Tom Dell’Avvocato has a core focus on ABL work for commercial banks and alternative lenders and is a key member of a team that also has expertise on the recoveries and restructuring front.

Practice head(s):

Paula Laird

Testimonials

‘The cross-border team led by Paula Laird has very substantial experience with ABL transactions and is leading in the ABL niche market. The team has strong knowledge both on market practices and on legal aspects. ABL deals are by nature fairly complicated and Squire Patton Boggs team is very able to navigate clients through the minefield, where clients tend not to have any experience with the legal and operational aspects of an ABL arrangement.’

‘Paula Laird is an efficient leader of the pack; smart and practical.’

‘Paula Laird is an ABL expert with in-depth knowledge.’

‘Tom Dell’Avvocato brings attention to detail, responsiveness and accessibility.’

‘Their considerable sector expertise and knowledge of specific processes and procedures sets them ahead of their competition. This coupled with extensive knowledge of our market place always ensures robust and commercially acceptable advice and support when needed.’

‘Whilst professionalism and focus is to be expected, it is the flexibility, availability and personal care (especially from the partners) that makes the difference. A real effort is made to understand the client and what is important for them, and that is truly felt when dealing with the SPB team.’

Key clients

Barclays Bank

Lloyds Banking Group

The Royal Bank of Scotland

FGI Finance

Wells Fargo

HSBC

ABN AMRO

The PNC Financial Services Group Inc

Gordon Brothers

Apollo Global Management

Aurelius

Work highlights

  • Advising RBS on $150m term and revolving facilities to fund the acquisition of Aerfin Limited.
  • Advised RBS on the provision of £35m ABL facilities to Young’s as part of the restructuring of debt facilities prior to its sale, and followed up after the sale by putting in place a £42m receivables finance facility for both Young’s and Karro.
  • Advised PNC on cross-border ABL facilities provided to international metals group Ferroglobe Plc.

Bermans

Benefiting from deeply entrenched relationships with lenders engaged in receivables and invoice finance discounting, north west-based firm Bermans has 'good old fashioned knowledge of the sector', enabling it to provide a cost-effective service to clients on new money deals, as well as on any attendant litigation which may arise. Himself formerly a corporate lawyer at the firm, Liverpool-based team head Alex Chapman  has 'great industry knowledge', which he effectively deploys across a range of deals, including assisting invoice financiers when they fund acquisitions and buy-outs. Manchester-based David Gledhill  is also recommended.

Practice head(s):

Alex Chapman

Testimonials

‘Service levels are fantastic – they are a quick and fairly priced sector specialist.’

‘Dave Gledhill epitomises everything good about the firm.’

‘They know what we do and our industry sector very well; they are experts in our field; they are very simple and easy to deal with and always available; they are both commercial but detailed; we have confidence in them, and their services provide excellent value – they are a pleasure to work with.’

‘Good old-fashioned knowledge of the sector – in-depth experience which is difficult to find at other firms.’

‘The standout partners are Ian Munford and Alex Chapman. Great industry knowledge and contacts.’

Work highlights

  • Advised a major asset financier in connection with the refinancing of a £10m block  discounting facility into a revolving credit facility.
  • Advised a major independent invoice finance provider in a £2.5m transaction to assist in the acquisition of a company’s shares from its parent company’s administrators and the assignment of an intercompany debt.
  • Representing a US commercial financier in a claim for $1.7m (plus costs and expenses) under a US guarantee.

Mills & Reeve LLP

At Mills & Reeve LLPZak Virgin heads the national team out of the Norwich office and has successfully cultivated a strong practice advising lenders and borrowers on mid-market ABL-related domestic mandates.

Practice head(s):

Zak Virgin

PDT Solicitors

Led on the origination front by the 'well-informedNoel Ruddy and for restructuring/insolvency-related matters by the 'experienced and professionalDawn Shadwell and William Angas, Horsham-based firm PDT Solicitors provides 'timeous and personalised solutions' to lenders engaged in domestic invoice finance and factoring work. As well as his receivables financing expertise, Ruddy is also active on the corporate front and has developed a strong track record advising on M&A in the invoice finance space.

Testimonials

‘The practice offers us timeous, personalized solutions to whatever we throw at them no matter the size of the deal. Dawn Shadwell and her team are ready to help and use their many years of experience to provide legal solutions to our clients’ requirements. Their can-do attitude makes them a desirable partner to work with, providing a great product at very competitive costs.’

‘Dawn Shadwell and Ruth Clinton are up for any challenge and unlike some of their competitors, the same degree of care and attention is paid to every deal no matter how big or small. They are always available and provide well thought-out intelligent solutions to a diverse portfolio of deals.’

‘Dawn Shadwell is always professional and supportive.’

‘William Angas is very client focused and approachable.’

‘Dawn Shadwell is experienced and professional.’

‘Noel Ruddy is informed and always willing to offer advice and opinion without the client feeling like there’s a fee clock ticking in the background.’

‘The key factor that differentiates PDT from its [eers is the investment in personal relationships at all levels of the organisation, from the reception to the most senior partners. They take the time to get to know you and the organisation you work for which gives them a greater understanding of our needs and requirements.’

‘The team headed by Noel Ruddy and supported by Dawn Shadwell is as good as any firm in the UK. They are able to combine legal knowledge and expertise with an entrepreneurial and commercial spin which is critical of an innovative finance provider looking to compete in an increasingly “fintech” driven world. They provide the confidence that you need, through robust legal support, to find that competitive edge.’

‘Will Angas is an exceptional litigation lawyer who takes the time and trouble to really understand a recovery issue and works with you to formulate a strategy that is all about achieving the best possible outcome for all parties. The point worth emphasising is that whilst you would expect most lawyers to understand and know the law, it’s about how it is applied in a rapidly moving commercial setting that is important and PDT are able to strike the right balance in support of their clients.’

Key clients

ABN AMRO Asset Based Finance N.V.

Advantedge Commercial Finance Limited

Bibby Group

BNP Paribas Commercial Finance

BZ Commercial Finance Designated Activity Company

Calverton Finance Limited

Close Invoice Finance Limited

FSE Group

G C Factoring Limited (Trading as Grenke)

Gener8 Finance Limited

Innovation Finance Limited

Investec Plc

Nucleus Commercial Finance Limited

Pulse Commercial Finance Limited

Select Invoice Finance Limited

Work highlights

  • Assisting the financier with the take-on of a new group of cross-border stock distribution and warehousing clients including drafting two receivables finance agreements and ensuring one was compliant with Dutch law.
  • Assisting the financier with an insolvent restructure of a group of clients in the print industry to ensure its survival.
  • Acting for the invoice financiers and charge holders of a group of three companies providing onsite IT solutions, as well as the administrators of the companies including the drafting and filing of the appointment of administrators by the client, and the drafting of sale agreements, guarantees, debentures and deeds of release for each sale, as well as a deed of priority.

Shoosmiths LLP

The arrival in late 2019 of Jon Bew and Natalie Barnes from Irwin Mitchell has hugely strengthened Shoosmiths LLP's ABL offering, in light of their significant experience across both new money deals and restructurings in the sector.

Practice head(s):

Jon Bew

Other key lawyers:

Natalie Barnes

Bryan Cave Leighton Paisner LLP

Forming an important part of the firm's overarching banking capability, which is led from London by Emma Howdle-FullerBryan Cave Leighton Paisner LLP's ABL offering ensures that the firm is able to provide a 'very responsive, efficient and commercial service' to borrowers and lenders on standalone ABL financings/restructurings, as well as in the context of hybrid facilities where the ABL tranche of debt sits alongside other forms of financing in the capital structure. Shanan Dunstan is praised for her ability to 'combine commercial nous with technical expertise' and is the main contact for this work.

Practice head(s):

Emma Howdle-Fuller

Other key lawyers:

Shanan Dunstan; Daniel Finch

Key clients

PCF Bank

Factofrance

Whittan Group Limited

Work highlights

  • Advised Factofrance on the restructuring of factoring facilities provided by Factofrance to KME Group to reflect corporate acquisitions in the KME Group.
  • Advised PCF Bank on financing raised from Leumi ABL Limited for the purpose of funding the origination and servicing of Customer Loans made by PCF Bank.
  • Advised Whittan, the largest manufacturer of storage products in the UK, on its ABL working capital financing loan provided by Wells Fargo.