Debt capital markets in London
Allen & Overy LLP is described by a client as ‘the leading firm in DCM, very pragmatic and rated very highly in everything it does'. Jonathan Melton heads up the team, which 'combines expert technical knowledge with exceptional awareness of the needs of its clients' businesses'. The firm is one of the most active for international debt issuances and MTN programmes, and it is notably prominent in liability management exercises, equity-linked bonds, regulatory capital transactions and subordinated debt. It also deals with particularly cutting-edge structures, as was evident when it acted for a large international bank on the world's first end-to-end blockchain bond issue. Theo Trayhurn (who is 'an excellent sparring partner and incredibly pragmatic'), the 'exceptional' Daniel Fletcher and Tom Grant provide 'unrivalled and top-class service'. Jamie Durham's expertise spans regulatory capital, emerging markets, Islamic finance and equity-linked transactions. US-qualified practitioner Sachin Davé advises foreign governments, issuers and investment banks on equity and debt offerings, including Rule 144A, Regulation S and other private placement transactions. Up-and-coming partner Peter Crossan is also recommended.
Other key lawyers:
‘It is the leading firm in DCM, very pragmatic and rated very highly in everything it does.’
‘The team combines expert technical knowledge with exceptional awareness of the needs of its clients’ businesses.’
‘The finance practice is full of industry leaders and technical experts who contribute greatly to the success of their clients. A standout performers in the past year has been Dan Fletcher who is an exceptional lawyer and importantly also a good person.‘
‘The level of service is super, the best we have ever had from a Magic Circle law firm. We often have many time-demanding projects running at the same time, and we still get top-quality service and consistency across our projects. Three of our programmes had originated with other London law firms and, after years of poor quality service, we decided to move the programmes over to A&O. We have been extremely satisfied and have given a lot of our business to A&O due to the excellent quality of work.’
‘Theo Trayhurn is our partner contact. He is fantastic! Theo is very quick to respond and is good at delegating to many of the capable members of his team while remaining in the background for the plain vanilla issues. This allows him to work on the tougher innovative projects. He is an excellent sparring partner and is very strong at drafting technical provisions. Theo is incredibly pragmatic, always trying to find a workable solution and not just problems. He definitely knows his stuff!‘
‘A&O is one of the top law firms for debt capital markets transactions which is why it is instructed on many of our transactions. It offers a great deal of expertise and the documentation is typically of a high standard. The partners and lawyers at all levels are highly professional, and have the requisite knowledge and expertise.’
‘Daniel Fletcher, Tom Grant and Theo Trayhurn are miles ahead of their peers and provide us with an unrivalled and top-class service in all matters. They are trusted advisers to in-house legal and the DCM business.’
‘It has a forward-looking team that is at the top of the market. It has great people to deal with on a professional and personal level, providing cutting-edge thinking and advice.’
- Advised Santander on the world’s first public end-to-end blockchain bond, the Santander Senior dBond Nº1, which has a nominal amount of $20m, pays a quarterly fixed coupon and is due in September 2020, and will not be subject to secondary trading.
- Advised the Joint Global Coordinators and Joint Bookrunners on Vodafone’s £3.44bn dual-tranche mandatory convertible bond issue, a landmark transaction that is both the largest ever mandatory convertible bond deal and the largest ever sterling-denominated convertible bond deal.
- Advised the lead manager on its inaugural Social Bond, the first of its kind by a UK financial institution, the proceeds of which are earmarked to address regional inequality and promote economic growth in the UK’s most deprived areas through the supporting of SMEs operating in disadvantaged areas of the country.
Clifford Chance LLP's team is 'approachable and technically very strong, providing prompt and commercially contextualised advice'. The firm is one of the very leading for European capital markets transactions, with it being strong across a full spectrum of products, including investment grade bonds, regulatory capital and hybrid transactions, liability management, Eurobonds and EMTN programmes, equity-linked products, sovereign issues and project bonds. It also has a prominent position in emerging markets issuances. The firm is a trusted adviser to financial institutions, corporates, governments and supranational organisations. London capital markets head Simon Sinclair is 'extremely dedicated and approachable, offering pragmatic solutions'. His group includes capital markets and infrastructure partner David Bickerton, the vastly experienced David Dunnigan, the 'superlative' Paul Deakins and private placement and infrastructure expert Clare Burgess. US-qualified practitioner John Connolly takes the lead on registered securities offerings and Rule 144A offerings, private placements and Regulation S issuances. The 'proactive and commercial' Kate Vyvyan is an up-and-coming partner, who focuses predominantly on corporate bonds, regulatory capital and liability management transactions.
Other key lawyers:
‘They are approachable and technically very strong, providing prompt, commercially contextualised advice. They can engage in a more holistic advisory role and generally provide helpful guidance to facilitate management decisions, not just two-sided “maybe” advice.
‘Paul Deakins is superlative at pragmatically applying strong technical knowledge and is highly responsive. He seems to intuitively “get it”, even out of the blue on complex commercial issues, which sets him apart. He has a strong team who are cut from the same cloth and provide a great client experience.’
‘Partners are always engaged and aware of the transaction, providing excellent rapid responses to questions posed.‘
‘David Dunnigan actively engages with clients and ensures connectivity and offers added value positive services.’
‘Eric Green a truly excellent senior associate who surely deserves to be a partner very soon.’
‘The DCM practice has a strong cohort of partners and associates who are experts in bank regulatory capital issues and can field dedicated teams to service multiple banks. This depth in such a specialist area makes Clifford Chance the “go-to” firm for bank issuers.’
‘Simon Sinclair is extremely dedicated and approachable on any number of issues all at the same time. He offers pragmatic solutions and engages in frequent dialogue as to what went well and what can be done more effectively, which makes for a strong working relationship.’
‘David Bickerton has been a superstar for years. Clare Burgess is in the same mould and is a pleasure to work with.’
Bank of America Merrill Lynch
Global Infrastructure Partners
Morgan Stanley & Co. International Plc
Heimstaden Bostad AB (publ)
AB Sagax (publ)
Citigroup Global Markets Limited
Provident Financial Plc
Saudi Basic Industries Corporation
Nova Ljubljanska banka d.d., (‘NLB’)
- Advised NatWest Markets (the “Solicitation Agent”) on the first bond switch from LIBOR to SONIA in a landmark deal which saw the biggest port operator in the UK, Associated British Ports (“ABP”), become the first Sterling borrower to switch its floating rate bonds over to the new rate.
- Advised the The Royal Bank of Scotland Group plc (RBS) on the issuance of its first ‘social bond,’ aiming to combat social inequality and promote growth in Britain’s most deprived areas; this is the first exclusively social bond by a UK financial institution.
- Advised SIKA AG as issuer on the debut issuance of a CHF1.3bn subordinated mandatory convertible bond, followed by a debut dual tranche Eurobond issuance of €500m 0.875% bond due 2027 and €500m 1.50% bonds due 2031, the proceeds being applied to finance the acquisition of the Parex Group, which was completed in May 2019.
Linklaters LLP has a large DCM practice in London that brings together English and US law capabilities to handle straight debt, liability management, equity-linked instruments, regulatory capital transactions, green and social bonds, sovereign issuances and emerging markets bonds. The firm acts for both corporate issuers and financial institutions on some of the most complex and innovative deals in the market, as well as advising on market reforms such as the transition from IBOR. It handled the first consent solicitation to amend a LIBOR-linked bond to refer to the Sterling Overnight Index Average (SONIA). Elaine Keats is head of a team replete with market-leading talent, including Richard Levy (described as 'the best lawyer in London for DCM business') and Carson Welsh, who frequently acts for issuers and underwriters on major bank recapitalisations. US securities head Cecil Quillen, convertible and exchangeable bonds expert Ben Dulieu and Richard O’Callaghan are also recommended, as is Neil Dixon. Counsel Arjun Muddu are other names to note.
Other key lawyers:
‘Linklaters is very strong, especially in equity-linked notes, and takes a very sensible approach to its work.’
‘Richard Levy is the best lawyer in London for DCM business. For anything complex, I go to Richard and his team.’
‘The firm has a fantastic team of friendly and experienced lawyers who really partner the legal team here by knowing our business and anticipating issues for us.’
‘The qualities I appreciate in the Linklaters DCM team are that they are very responsive, have an answer, take control and ownership of documentation processes and act as true advisors. Many advisers will give you different options but shy away from advising which option to take. This is not what I find with Linklaters. And they have the expertise to give their thoughts in real-time, as opposed to having to get back to you because they need to check their position.’
‘The standout partners for me are Elaine Keats and Cecil Quillen. Both are very responsive, have good “hands-on” knowledge of my company. I find it easy to get hold of them and speak to them about any relevant issue. Both of them also engage with the transaction at hand and are joining project conference call and will chip in when needed.’
‘The Linklaters team is a strong team that works well together on assignments. Whilst each team member was responsible for their part of the update, if ever anyone was not available, other members of the team were always up to date and able to respond to questions and updates. The team’s technical excellence and experience is strong and is evident in comparison to dealing with other legal counsel on an assignment.’
‘Richard Levy was the lead partner. We are absolutely happy clients in dealing with Richard and his team on any assignment which is the reason Linklaters was appointed for the update of the programme given the exceptional service from Richard and his team on previous engagements. Richard is great at client relationships, his attention to feedback and timing on an on-going basis to ensure the rest of the deal team in terms of dealers, dealers’ counsel and local counsel is all delivered on a timely basis and kept the engagement moving forward. Richard provides valuable advice on areas within his expertise and always provides good perspective and options whilst leaving final decisions in his client’s hands.’
‘Arjun Muddu is focused on client service and delivering work of a great standard. The communication and advice from the team on an on-going basis was very useful. Their experience in this area was clearly evident in our dealings with other legal teams on the transaction.’
European Investment Bank
UK Debt Management Office
Inter-American Development Bank
- Acted as the sole international counsel on a series of significant transactions for Ørsted A/S, a world-leading renewable energy company, including on a multi-tranche issuance of cumulatively £900m of green bonds, which was reported as being the biggest ever sterling green bond and included the biggest fully syndicated bond linked to the Consumer Price Index (CPI).
- Acted for the joint lead managers on the issue of €1bn €STR Floating Rate Bonds due October 2022 by the European Investment Bank under its Debt Issuance Programme, which was the first public floating rate note issuance to reference the euro short-term rate (€STR) benchmark, the new euro “risk-free rate” introduced as part of the transition away from EURIBOR and equivalent references rates.
- Acted for the joint lead managers on the issuance by OTP Bank, the largest bank in Hungary, of its €500m Tier 2 bonds due 2029, which was the first MREL-eligible instrument issued by a Hungarian bank and also marks OTP’s first entry into the international bond markets since pre-crisis times.
At White & Case LLP, 'the level of technical expertise is second to none'. The team is 'proactive and creative, often providing useful input and advice beyond what was expected'. The firm is active in every part of the DCM market and has a prominent role in standalone and MTN programmes, sovereign, investment grade and emerging markets bonds issuances, bank regulatory capital and corporate hybrids, private placements, project and green bonds, liability management and equity-linked notes. It continues to be involved in some of the largest debt issues in emerging markets, and it is building its market share of investment grade issuances in Europe. Richard Pogrel is 'very experienced, technically skilled and cuts through all issues'. Also recommended are sovereign debt expert Melissa Butler and the highly experienced and 'dedicated' Stuart Matty. US-qualified partner Ian Clark is strong in sovereign debt deals. Senior associates James Clarke and Neha Saran are names to watch.
‘A very broad and capable team that is very experienced. The partners are “hands-on”.’
‘Richard Pogrel is very experienced and technically skilled and he cuts through all issues.’
‘The firm is very responsive and very commercial. It is well versed in the concerns driving in-house counsel and provides pragmatic, thoughtful advice.’
‘Richard Pogrel is technically outstanding and terrifically pragmatic and commercial.’
‘The capital markets team of White & Case has advised us for several years now on all legal and regulatory aspects of our MTN programme and in respect of other ancillary capital markets matters. Generally, the level of technical expertise is second to none and we have always experienced a highly responsive and efficient service. We have always found them to be proactive and creative, often providing useful input and advice beyond what was expected, and generally adding value.’
‘Richard Pogrel, our contact partner, is a highly experienced and knowledgeable lawyer in respect of capital markets and he is also very pleasant to deal with, attaching great importance to the client relationship.’
‘The team was very professional. Their strength lies in how they make complex legal issues look so simple. Their communication is extremely effective. Their support for the sovereign is professional and complete.’
‘I want to mention Stuart Matty as my standout partner. He is very dedicated and gives 24/7 attention to details and the job ahead. He championed a capacity building across five institutions in the country with his deep understanding of the subject matter.’
J. P. Morgan
The Co-operative Bank
Republic of Mozambique
- Advised Saudi Aramco as issuer on its debut five-tranche offering of global notes worth $12bn and subsequently acted for Saudi Aramco on its SAR96.0 bn/$25.6bn IPO – the world’s largest IPO to date.
- Advised the Co-operative Bank PLC in connection with the successful issue of £200m Fixed Rate Reset Callable Subordinated Tier 2 Notes – the first-of-its-kind transaction in the UK, making the Co-op Bank the inaugural High Street lender to successfully issue MREL-eligible debt.
- Advised the Ministry of Finance of the Republic of Uzbekistan on the establishment of its GMTN Programme and inaugural Reg S/Rule 144A dual-tranche $1bn bond offering.
Ashurst is 'a fantastic law firm that is very partner-led and proactive in its transaction management style', according to clients. Reflective of the breadth of its practice, the firm acts for issuers, underwriters, sponsors, lenders, trustees, agents, dealer managers and credit enhancement providers. Its work spans investment grade and emerging markets DCM transactions, as well as Eurobonds, regulatory capital deals, sovereign debt issuances, project bonds, and increasingly, green bonds. Its work on innovative areas of the debt market has seen it involved in the first euro-denominated Social Development Goals (SDG) bonds. Clients note the 'commitment, communication skills and "can-do" attitude' of practice head Anna Delgado, who works with US securities head Jennifer Schneck. Alexander Biles is 'highly skilled and very client-oriented' in his approach to infrastructure financings, project bonds, regulatory capital issuances and many other aspects of DCM. Corporate trust and agency partner Malcolm Charles, emerging markets specialist Francis Kucera and senior associate Scott Chatterton are also recommended.
‘There is a depth of experience both with respect to technical knowledge and market practice, as well as knowledge of its clients and their preferences. The teams appear to be cohesive and well-connected. The partner is thoroughly aware of any transactional work and is easily accessible.’
‘I have been impressed with Anna Delgado’s commitment, communication skills, the management of her team and her “can do” attitude.’
‘Ashurst is a fantastic law firm. We’re happy to work with them. They are very focused on serving quickly in difficult circumstances and with excellent knowledge of the issues and quality of service.’
‘Alex Biles leads all the projects in which I’m involved. He is very highly skilled and professional, very oriented to serve the client. We are very demanding as a client and Alex has always solved whatever problem in the time expected.’
‘Senior associate Scott Chatterton is a very highly skilled professional, very oriented to serve the client, and we are happy to have worked with him.’
‘The firm is very partner-led and proactive in its transaction management style.’
WM Morrison Supermarkets plc
Shawbrook Group plc
Lloyds Bank plc
- Advised ANZ on its €1bn 1.125% fixed rate Sustainable Development Goals (SDG) subordinated notes due 2029.
- Advised Santander UK plc in relation to the transition of certain GBP LIBOR-linked notes issued by Holmes Master Trust PLC to the Bank of England administered benchmark rate the Sterling Overnight Index Average (SONIA) and in particular with regards to consent solicitation.
- Advised Renewi plc, the international waste-to-product company, on its issuance of €75m 3% fixed rate green bonds due 2024 to retail investors in Belgium.
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb Steen & Hamilton's team has an outstanding track record in capital markets transactions with a US securities law component and it also advises on the securities law aspects of M&A and various other transactions. The group is a prominent adviser to investment banks, including HSBC and Barclays Bank, as well as corporate issuers and investors. In addition, it also handles emerging markets debt and sovereign bonds issuances for clients such as the Republic of Armenia and the Republic of Côte d’Ivoire. Sebastian Sperber handles international capital markets transactions and M&A under US law. David Gottlieb has extensive experience of sovereign debt and convertible bonds transactions. Pierre-Marie Boury, whose debt practice includes high-yield bonds issuances, frequently advises SEC-registered companies on US securities offerings. Raj Panasar moved to Hogan Lovells International LLP.
Barclays Bank plc
Santander UK plc
Initial Purchasers (Bank Leumi)
The Republic of Armenia
The Hellenic Republic / Greece
Republic of Côte d’Ivoire
- Advised Barclays Bank plc as designated US securities and disclosure counsel on multiple US registered AT1, Tier 2 and MREL/TLAC notes offerings.
- Acted for Credit Suisse AG on multiple debt capital markets offerings, including a registered offering of $2bn aggregate principal amount of 2.100% Senior Notes due 2021.
- Acted for Santander on its offering of $1bn 2.875% fixed-rate notes due 2024, which included provisions to reflect the bail-in power under the UK Banking Act.
Herbert Smith Freehills LLP
Herbert Smith Freehills LLP has a proven track record acting for both issuers and managers on standalone bonds issues, regulatory capital instruments, MTN and commercial paper programmes, private placements, equity-linked transactions and liability management transactions. It frequently advises large UK corporates, including G4S and Severn Trent, on debt issuances. Also notable is that the practice's work extends well beyond the domestic and European markets. It is a key adviser on issuances by sovereign governments and other governmental agencies in Africa; in 2019, this work included handling the establishment of a GMTN programme for the Republic of Ghana. Practice head Amy Geddes and Andrew Roberts are vastly experienced in EMEA and emerging markets deals. US securities partner Dinesh Banani and head of US securities Tom O’Neill are recommended for Rule 144A and SEC-registered securities offerings. Senior associate Omar Shafi is involved in traditional debt deals and the implementation of innovative disruptive technology such as blockchain in the international capital markets.
‘Proficient and effective, HSF provides high-quality service. Good understanding of the Nordic market.
Tom O’Neill has a pragmatic approach which is welcome in complicated processes, while at the same time having a thorough grasp on relevant issues.’
Bazalgette Tunnel Limited (“Tideway”)
Standard Chartered Bank
- Continued to advise Tideway in relation to the update and maintenance of its £10bn debt issuance programme and various issuances of notes under its programme.
- Advising the dealers on the establishment by the Republic of Ghana of its GMTN programme and its issues of $750m 7.875% Amortising Notes due 2027, $1.25m 8.125% Amortising Notes due 2032 and $1 billion 8.950% Amortising Notes due 2051 thereunder.
- Advised the dealers/managers on various debt capital markets transactions for QNB Finansbank this year, including advising the dealers, on the 2019 update of QNB Finansbank’s $5bn GMTN programme, the issue by QNB Finansbank of $500m 6.875% Senior Notes due 2024 under the programme and the issue of a further $150m 6.875% Senior Notes due 2024.
Latham & Watkins has 'a professional and personable team that always has relevant knowledge of recent market trends'. Also notable is that the lawyers are 'willing to go the extra mile to provide advice outside their scope of work'. The London office is home to a significant US law capability, which puts it in a strong position to advise on Rule 144A offerings into the US; these transactions raise challenging issues around disclosure and diligence. The team is active in a wide range of matters, including those involving emerging markets debt, sovereign issuances, liability management and English law private placements. Lene Malthasen, who has more than 25 years of experience in the market, is a notable individual. Also recommended is David Stewart, whose practice is split between London and Moscow.
Other key lawyers:
‘The firm has a professional and personable team that always has relevant knowledge of recent market trends.’
‘The team has individuals who are willing to go the extra mile to provide advice outside their scope of work‘.
‘Manoj Tulsiani is the best rising star in capital markets.’
Western Power Distribution
- Advised Mersin International Port on its 5.375% notes due 2024, with Citigroup, DBS Bank and HSBC as lead managers.
- Advised the dealer managers on the tender offer by Ardshinbank CJSC in respect of its US$100,000,000 12% Loan Participation Notes due 2020.
- Advised the underwriters on the 8.25% Loan Participation Notes due 2024 and Tack-On Offering of 8.25% Loan Participation Notes due 2024 by Ukrainian Railways.
Norton Rose Fulbright continues to broaden the scope of its debt capital markets work, maintaining its strong presence in bond issuances in emerging markets whilst also increasing its volume of investment grade work. It is recognised for its strong track record in sovereign debt transactions, having recently acted for the Republic of Angola and the government of Pakistan. For investment grade deals, its work for large corporate issuers is increasingly balanced with underwriter work for the likes of Deutsche Bank. The practice is led by Peter Young, who has extensive experience of US federal securities laws. The firm has cornered the market acting for Canadian financial institutions on European DCM deals, thanks to the 'exceptional, responsive and thorough' Peter Noble. Farmida Bi handles corporate trustee advice, sovereign debt, project bonds and restructurings. She is also the head of Islamic finance. The versatile Jacqueline Heng has a particular focus on green bonds, while another key individual is emerging talent Kirstin Russell, who acts for corporate trustees and agents in the UK, US and Asia. Counsel Vishal Mawkin is also recommended.
‘The Norton Rose team is responsive, knowledgeable, thorough, with an in-depth understanding of the financial services industry and clients’ needs.’
‘Peter Noble is an exceptional lawyer, who provides our team with the needed support on our European securities issuance programs and global covered bond programme, among other things. He stands out from his competitors having taken the time to understand our business and needs, with a high level of institutional and industry knowledge, by being responsive and thorough.’
‘The firm is very good and has up-to-date knowledge of the European market, and the ability to design practical business solutions for various transactional and regulatory issues.’
‘Peter Young is dedicated and client-focused, and has in-depth knowledge of the market and the pulse on the client requirements.’
‘Counsel Vishal Mawkin is diligent with an eye for details and a client-centric approach, as well as the ability to understand clients’ requirements.’
‘It delivers excellent response times, answers that are to the point and a willingness to adapt to the local requirements without sacrificing quality.’
‘Peter Young and Vishal Mawkin have superb know-how and response times. They have solutions to all issues without “ifs” and “buts”. The team understood the local requirements of the deal, adapted and delivered the job. Usually, international legal firms find excuses about “international practice” and refuse to comply with local requirements.’
Republic of Angola – Ministry of Finance
Ecobank Transnational Incorporated
Government of Pakistan, Ministry of Finance
Royal Bank of Canada
Republic of Kazakhstan
- Advised one of the world’s largest bottlers of The Coca-Cola Company’s brands on: its London-listed €5bn debt issuance programme in 2019; the May 2019 issues of €700m 1.000% bonds due 2027, and €600m 1.625% bonds, due 2031; the related tender offer for Coca-Cola HBC Finance B.V.’s outstanding €800m 2.375% bonds due 2020; and the November 2019 issue of €500m 0.625% bonds due 2029.
- Advised the world’s largest oilfield services company Schlumberger on its €1.5 billion triple-tranche bond offering, comprising €500m 0.00% 5-year bonds, €500m 0.25% 8-year bonds and €500m 0.50% 12-year bonds, each listed on the main market of the Luxembourg Stock Exchange.
- Advised Ecobank Transnational Incorporated, the holding company of a leading pan-African banking group with a presence in 36 African countries, on its inaugural $450m Rule 144A / Reg S international Eurobond and its $50m tap issue, each listed on the London Stock Exchange.
Shearman & Sterling LLP frequently advises issuers in the EMEA region looking to raise debt capital under New York and English law. Its recent work included a large MTN programme for a major oil company, an inaugural hybrid green bond and numerous high-value standalone dollar-denominated bond issues. The six-partner practice is led by European capital markets head (and New York-qualified partner) David Dixter. Up-and-coming partner Pawel Szaja heads up the emerging Europe and DACH desks, with the latter focusing on Germany, Austria and Switzerland. Qualified in New York, the UK and Ireland, he has an in-depth understanding of German-speaking and emerging markets. Marwa Elborai and Trevor Ingram both advise issuers, sponsors and underwriters on investment grade debt and high-yield deals.
Bank of American and Unspecified Investment Bank
NatWest Market Securities
The Royal Bank of Scotland Group
- Advised the underwriters in connection with ArcelorMittal’s offering of $750m 3.600% notes due 2024 and $500m 4.250% notes due 2029; and advised the underwriters in connection with ArcelorMittal’s offering of 4.550% notes due 2026.
- Advised Partner Communications Company Ltd. on its offering of NIS225m Series G Debentures.
- Represented the underwriters, led by NatWest Markets Securities Inc., in connection with The Royal Bank of Scotland Group’s offering of $1.25bn 4.445% fixed-rate/floating-rate senior notes due 2030; and represented the underwriters, led by NatWest Markets Securities Inc., in connection with the ‘33 Act registered shelf takedown of the Royal Bank of Scotland Group offering of $2bn 4.269% fixed-rate/floating-rate senior notes due 2025.
Simmons & Simmons
Simmons & Simmons undertakes high-end mandates for major investment banks, as well as large corporates, such as Rentokil Initial plc and The British Land Company Plc. It has notable expertise in convertible and exchangeable bonds, and practice head Piers Summerfield and veteran partner Jonathan Mellor are seen as leading practitioners in equity-linked notes issuances. Elsewhere, the team has expertise in Euro Commercial Paper transactions, on which it advises both issuers and leading origination and arranger banks. Mellor is experienced in all aspects of debt capital markets work but has a specific focus on structured equity. Charles Hawes, who is dual-qualified in New York and English law, focuses on international capital markets transactions and matters with a US securities law component. Managing associate Leon Yap has a broad practice that spans Regulation S and Rule 144A debt and equity offerings, green bonds and EMTN programmes. Simon Ovenden moved to Watson Farley & Williams LLP.
‘Simmons’ defining characteristic versus its peers is a high degree of partner engagement throughout the matter.’
‘The quality of service provided by the Simmons team, breadth and depth of technical skill and talent rivals magic circle firms. The Simmons team ethos is understated, and foresight of their business model demonstrates a forward-thinking which will hold them in good stead.’
‘Piers Summerfield is exceptionally well regarded in the market. We are not located in the same jurisdiction as Piers and the Simmons DCM team, but are enormously fortunate to have them as our external counsel because of the combination of their technical, interpersonal skills, and gravitas in the DCM market and amongst the Dealer / Arranger panel in London. The combination of these attributes means that our dealings are very efficient, and we do not have any concerns about the execution risk of our transactions.’
‘The team are always readily available at short notice and provide accurate and concise advice for the most part. We have complete confidence in the advice that they provide on often unclear or poorly drafted historic documentation where they are able to understand the commercial rationale for the arrangements to provide relevant advice. The team bill based on the value-added to engagements, not just time on the clock. Some competitors do not have as much regard to this where it can feel that you are paying to train junior team members.’
Hitachi Capital (UK) PLC
KNG Securities LLP
Mizuho International plc
Peel Hunt LLP
Rentokil Initial plc
Stifel Nicolaus Europe Limited
The British Land Company PLC
- Acting as counsel to the bookrunners on the issue by Eliott Capital S.a r.l. of €750,000,000 zero coupon Guaranteed Exchangeable Bonds due 2022 guaranteed by Groupe Bruxelles Lambert SA/NV., the bonds being exchangeable into shares of LafargeHolcim Ltd.
- Acting as issuer’s counsel on the issue of €500,000,000 0.875% Notes due 30 May 2026 guaranteed by Rentokil Initial 1927 plc., which was a benchmark syndicated public markets deal for a FTSE-100 corporate.
- Acted as drafting counsel to JPMorgan Securities plc as arranger on the establishment of the joint JPMorgan Chase & Co./JPMorgan Chase Bank N.A. Euronext Dublin/ISE GEM Market-listed $65bn/$25bn EMTN programme, with is the flagship EMTN funding program of JPMorgan Chase & Co.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
Skadden, Arps, Slate, Meagher & Flom (UK) LLP has an integrated capital markets practice that handles both debt and equity matters, including high-yield financings, convertibles, regulatory capital transactions and other hybrid securities, as well as sovereign, Eurobond and Yankee bond issuances. It focuses on complex and high-value debt offerings. In 2019, it handled numerous notes offerings by HSBC Securities (USA) Inc with a total value in excess of $6bn. Its sovereign debt work includes recent issues by the Republic of Italy and the State of Qatar, acting for the underwriters in both cases. European head of capital markets Danny Tricot and key partner Pranav Trivedi are key figures in the team, which includes James McDonald, as well as counsels Riley Graebner and Maria Protopapa.
HSBC Securities (USA) Inc
Eurasia Drilling Company Limited (EDC)
Barclays Bank PLC
J.P. Morgan Securities plc
Brunswick Rail Limited
Standard Chartered Bank
- Advised HSBC Securities (USA) Inc. as lead underwriter in offerings of $3bn fixed-rate/floating-rate senior unsecured notes due 2030 and $3bn senior unsecured notes due 2025 issued by HSBC Holdings plc.
- Advising GeoProMining Group (acting via Karlou B.V.) in connection with its debut US$300m Eurobond issuance.
- Advising the underwriters (Barclays, Credit Agricole, Credit Suisse, Deutsche Bank, QNB Capital and Standard Chartered Bank) on a $12bn sovereign bond offering by the State of Qatar.
Slaughter and May
The finance group at Slaughter and May comprises of multi-specialist lawyers who handle debt capital markets transactions as part of broader practices covering securitisation, acquisition finance, restructuring and insolvency. Its work ranges from straightforward bond issuances to highly structured products, green bonds, equity-linked and credit-linked debt, and much more. Although the firm is best known for advising blue-chip corporate issuers, it is increasingly active in bank-side mandates. The practice is led by Matthew Tobin. Guy O’Keefe is 'commercially astute and always sees the bigger picture'. Oliver Storey acts for corporates, financial institutions and public sector clients on a wide range of finance matters. Caroline Phillips (who has 'a brain the size of a planet') and newly promoted partner Harry Bacon are also recommended.
‘The team is flexible and covers a wide range of projects with great competence and clarity. They never miss a deadline and always get the deal done, no matter what complexities arise.’
‘Guy O’Keefe is commercially astute and always sees the bigger picture.’
‘Caroline Phillips has a brain the size of a planet and is always on top of the detail.’
‘There is a very strong partner and associate working combination. The firm has really strong debt capital markets experience in the financial services sector, is very efficient in its delivery and feels like a well-oiled machine.’
‘The firm is very strong technically and has an easy, assured manner combined with fantastic response culture.’
‘Guy O’Keefe and Harry Bacon are both highly skilled technicians but also down to earth and easygoing.’
Derwent London plc
Unite Group plc
Premier Oil plc
Standard Life Aberdeen plc
Just Group plc
Ocado Group plc
Westpac Securities NZ Limited
Young & Co’s Brewery plc
- Acted as transaction counsel to International Personal Finance plc and advised the client on its invitation to noteholders to exchange their notes and its related offering of additional notes.
- Advised Wessex Water Services Finance plc and Wessex Water Services Limited on the issuance of £250m 1.500% guaranteed bonds due 2029 by the issuer, guaranteed by the guarantor, with £50m of that retained by the issuer.
- Advised Just Group plc on its strategically significant debut issuance of Restricted Tier 1 capital.
The London office of Akin Gump LLP is the main hub of the firm’s debt capital markets practice outside of the US. Its team in London advises issuers, institutional investors and hedge funds based in the US, the UK and elsewhere worldwide. Its work focuses predominantly on cross-border private placements on behalf of institutional investors, alongside structured finance and securitisation. The practice is led by private placements specialist Barry Russell. Other key figures include Robert Aulsebrook, who works extensively on deals involving Russia, and Thomas O’Connor. Mark Mansell frequently acts for insurance companies. Also recommended are Michael Gustafson, who joined as a partner from Pricoa Private Capital, and Sam Brodie and senior counsel Tori Weir.
‘The firm has deep knowledge of the client’s business practices and procedures, the ability to communicate efficiently with many relevant company colleagues, and the ability to coordinate complex processes and ensure the successful completion of the deals.’
‘Robert Aulsebrook shows full dedication to client, speed of reaction, excellent knowledge of the product and the ability to handle complex transactions.’
‘The Akin Gump team is a very strong, capable, attentive and detailed-oriented group. We enjoy working with them a lot and view their strengths across DCM, restructuring and compliance as top-notch. They are very much our “go-to” firm for advice around private capital markets and the recent deepening of the bench is a great sign.’
‘Barry Russell, Tom O’Connor and Mike Gufstafson are our “go-to” guys. Each of these gents has been a genuine partner in terms of underwriting new issue debt as well as in the restructuring of debt situations. They understand our goal as institutional lenders and what we are seeking to achieve and go in to bat for us in a strong, educated way. We feel they have our back and therefore feel we are well-positioned with them advising us. Each of these guys is well known in the European markets which also helps.’
‘An excellent team with in-depth knowledge of the oil & gas sector including the Russian market. It works seamlessly across various jurisdictions and out of a number of offices across the globe. It is friendly but highly focused and mainly acts for issuers/borrowers.’
‘Robert Aulsebrook is a top-tier lawyer with enormous experience in debt capital markets. He gets the deal done and keeps his calm under pressure.’
‘They are nice to work with and know what they are doing. Sam Brodie is very responsive.’
‘They are incredibly client service-oriented, responsive, commercial, knowledgeable – all of it. Tom O’Connor and Tori Weir stand out.’
CEVA Group Plc
Pricoa Private Capital
Metropolitan Life Insurance Company
- Advising institutional investors on their purchase of £60,000,000 aggregate principal amount of senior unsecured notes of the University of Aberdeen, a Scottish university and a registered charity, which needed to be addressed in the documentation.
- Advising the institutional investors on a private placement by the City of London Corporation.
- Advising the institutional investors on private placements by four Oxbridge colleges with a total value of £80m.
At Baker McKenzie, debt capital markets work is handled by the corporate finance team, which is 'very approachable, always helpful and can provide high-quality products and assistance'. The firm has a strong position in issuer-side work in emerging markets and generates a strong flow of mandates from Russia, the CIS, and more recently, Georgia. This work includes many first-of-their-kind deals, such as the first Eurobond by a corporate based in Moldova and the first AT1 regulatory capital issuance out of the Caucasus region. Practice head Adam Farlow focuses predominantly on high-yield issuances. Roy Pearce garners praise from clients; 'he not only always provides excellent and to the point advice, but also provides market insights that are truly exceptional'. Simon Porter leads on corporate trustee matters, while New York-qualified partner Megan Schellinger handles Rule 144A and SEC-registered offerings, as well as private placements of international debt, as part of a broader corporate practice. 'Dedicated and business-oriented' senior associate Maxim Khrapov is also recommended.
‘The firm in general is very approachable, always helpful and can provide very high-quality products and assistance at virtually any time of need and at stressed timelines.’
‘Roy Pearce is an outstanding relationship partner for our bank. He not only always provides excellent and to the point advice, but he also provides market insights that are truly exceptional.’
‘Maxim Khrapov is one of the most dedicated and business-oriented legal minds we’ve ever worked with.’
‘We have been working with BM in their capacity of the joint lead manager’s legal counsel for more than five years and were quite satisfied by their intention to find a well-balanced compromise between the issuer’s interests and investors’ interests. Other law firms in our past experience were unreasonably rigid. The DCM team has collected very deep knowledge of us as a counterparty and has very strong expertise in the Russian market.’
‘We are very glad to work with Roy Pearce who has excellent knowledge of the Russian market and is also able to provide good advice based on experience from other jurisdictions. He is very quick in responding.’
‘A tightly knit, small but powerful team, very well managed by Simon Porter who has an excellent legal knowledge and provides commercial input. He always makes himself available. He is friendly and is often poached by the other side after the deal!‘
Almarai Sukuk Ltd. and Almarai Company
Deutsche Bank Trust Company Americas
Deutsche Trustee Company Limited
Development Bank of the Republic of Belarus
Eastern and Southern African Trade and Development Bank (TDB)
Harley-Davidson Financial Services, Inc.
Home Credit & Finance Bank
Joint Stock Company Bank of Georgia
Joint Stock Company Georgia Capital
JSC TBC Bank
KazTransGas Joint Stock Company
Türk Telekomünikasyon A.?. (Türk Telekom)
- Advised Türk Telekom in connection with an offering (pursuant to Rule 144A and Regulation S) of $500m 6.875% Notes due 2025, which was completed in an environment of political and economic upheaval in Turkey, and thus required a concise and well executed strategy on the part of the deal advisors to structure a deal that could be sold into the international markets.
- Advised Joint Stock Company Bank of Georgia on an offer (pursuant to Regulation S) of $100m 11.125% Perpetual Subordinated Callable Additional Tier 1 Capital Notes in a transaction that represented the first ever Additional Tier 1 Capital Notes to be issued from the South Caucasus region.
- Advised TransOil, a Moldovan agro industrial group, in connection with an offering (pursuant to Rule 144A and Regulation S) of $300m 12% Secured Notes due 2024, in a transaction that was the first Eurobond by a corporate out of Moldova and was a”covenanted Eurobond”, meaning that it was English law governed but included several incurrence-based covenants.
The capital markets practice at Cravath, Swaine & Moore LLP is 'supremely knowledgeable, responsive and client-centric'. It advises corporate issuers, investment banks and financial sponsors on a wide range of offerings, including investment grade and high-yield corporate bonds, sovereign and supranational debt offerings, privatisations and securities collateralised by various kinds of assets. It is among the leading firms acting on the issuer side of SEC-registered and Rule 144A securities offerings, and also has a strong roster of underwriter clients, including Barclays, Citigroup and JPMorgan. Philip Boeckman (who is 'a steady and experienced hand and has deep knowledge of the European debt capital markets') and George Stephanakis jointly lead the EMEA capital markets practice. Alyssa Caples acts for key corporate clients such as British American Tobacco on a mix of M&A, equity and debt transactions.
Other key lawyers:
‘An excellent firm doing excellent work.’
‘Supremely knowledgeable, responsive and client-centric. We go to the Cravath capital markets team when execution risk in unacceptable. In addition to being very capable, the team at Cravath is always accessible and responsive.’
‘Philip Boeckman is a steady and experienced hand and has deep knowledge of the European debt capital markets. He has a calm and unflappable demeanour. He goes the extra mile and answers questions you didn’t think to ask. He is always responsive and a pleasure to work with.’
‘The team – both partner and associates – handling requests has a very short response time and is available for follow-up questions, if needed. The legal advice provided is very solid.’
‘Philip Boeckman. as the partner in charge, has a deep knowledge of the legal framework and vast practical experience. He is always available at short notice.’
British American Tobacco
European Investment Bank
- The firm has recently acted for the European Investment Bank on four registered notes offerings totalling $13bn, the being notes listed on the Bourse de Luxembourg.
- Acted for B.A.T Capital Corporation , a subsidiary of British American Tobacco, on its $3.5bn registered notes offering.
- Acted for RELX Capital Inc., an indirect finance subsidiary of RELX PLC, on its $950m registered notes offering.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP has a strong global capital markets practice, in which the London office acts as a major hub. Although it is best known for acting on behalf of large corporate issuers, the firm also advises a large roster of banks on the underwriter side. It has a highly active US-dollar investment grade bonds practice in Europe. One notable individual is Reuven Young, who advises on public and private cross-border investment grade debt offerings. Another key figure is Jeffrey O’Brien, who handles complex transactions for corporates, financial intermediaries and private equity sponsors. Up-and-coming partner Leo Borchardt is also recommended.
Other key lawyers:
Dechert LLP's London office is a central pillar of the firm's global capital markets practice, which handles both debt and equity transactions and liability management exercises across Europe and in emerging markets. It acts for global investment banks, financial institutions and issuers (including sovereigns, quasi-sovereigns, corporates and investment funds). In 2019, highlights included advising Ukraine Railways on the issue of loan participation notes and assisting the lead managers with a sovereign issuance in the Emirate of Sharjah. Head of corporate and securities Douglas Getter and international capital markets head Patrick Lyons jointly lead the practice, with Lyons managing all of the firm's major transactions. Of counsel Camille Abousleiman was a minister in the Lebanese government in 2019 but still plays a key role in the practice, as do up-and-coming partner Giles Belsey and experienced associate Jennifer Rees.
Arab Republic of Egypt
Banque Central de Tunisie
Bank Audi s.a.l.
Barclays Bank Plc
HSBC Bank Plc
JSC Development Bank of Kazakhstan
JSC National Company Kazakhstan Temir Zholy
JSC Ukraine Railways
Kingdom of Bahrain
Standard Chartered Bank
- Acted as US and English counsel to the Arab Republic of Egypt on the update of its $20bn Global Medium Term Note Programme and the issuance (a $4bn multi-tranche sovereign bond issuance) consisting of $750m 6.2004% Notes due 2024, $1.75bn 7.6003% Notes due 2029 and $1.5bn 8.7002% Notes due 2049 thereunder.
- Advised the Government of the Lebanese Republic on various direct placements (not led by any underwriter) of Eurobond issues and other matters under its $34bn Global Medium-Term Note Program, including in November 2019 on the issuance of (i) $1.5bn 11.5% Notes due 2029 and (ii) $1.5bn 12.0% Notes due 2035, each under its $34bn Global Medium-Term Note Program to Banque du Liban.
- Acted as English and US counsel to the Kingdom of Bahrain, acting through the Ministry of Finance and National Economy, on the establishment of the Kingdom’s Global Medium Term Note Programme; the establishment of the Trust Certificate Programme by CBB International Sukuk Programme Company; and the issuance of $1bn 5.625% Notes due 2031 under the Kingdom’s Global Medium Term Note Programme.
The debt capital markets group at Dentons is 'always on hand and provides excellent advice'. The practitioners are 'all thoroughly pleasant people, which really makes working with them enjoyable'. The firm is best known for its emerging markets DCM work, which is where it leverages its extensive global footprint. The London office has a strong track record in international bond issues with a nexus to Africa, the Middle East, Turkey, CEE, Russia and the CIS. Its sector expertise continues to expand, with aviation increasingly prominent. Clients of the firm include financial institution issuers and sovereigns. Practice head David Cohen works with Nick Hayday, US securities partner Cameron Half and corporate trustee specialist Catriona Lloyd . Associate Moeen Qayum is also recommended.
‘The firm has an incredibly wide network and breadth of practice areas. it is very helpful in making introductions across multiple practice areas.’
‘Kitty Lloyd, David Cohen and Matthew Sapte support our business. Not only are they always on hand to deal with our needs and provide excellent advice, they are all thoroughly pleasant people and great to work with, which really makes working with them enjoyable.’
‘It is an excellent DCM practice consisting of a relatively small team of DCM veterans and juniors. It is very client-oriented with deep insight of both DCM and the real estate industry.’
‘Nick Hayday is a great partner who shows extreme client attention and a business-friendly approach.’
‘Top-quality support at a price far below the Magic Circle. Surely the thinking client’s choice.’
‘Mattew Sapte is one of the standout lawyers in the City. There is nothing this man cannot turn his hand to and although he is particularly praised for derivatives and Islamic finance work his understanding across the bond market is, frankly, unrivalled.’
‘Kitty Lloyd has very swiftly carved out a niche for herself in the increasingly important corporate trust advisory space. Knowledgeable and experienced across all kind of financings Kitty is one of the front rank of experts for corporate trust advisory work.’
Avia Solutions Group plc
Standard Bank of South Africa / Standard Bank Group
CPI Property Group
Republic of Lithuania
Housing Development Finance Corporation (HDFC)
Coventry Building Society
Chelyabinsk Pipe Manufacturing Plant Group
- Advising Koç Holdings as the issuer on the issue of $750 million 6.5% Notes due 2025.
- Advising AirBaltic on the debut Reg S bond issue of $200m 6.75% bonds due in 2024.
- Advised Standard Bank of South Africa and Standard Bank Group in connection with its $4bn EMTN programme including, in particular, the addition of Standard Bank Group Limited as a new issuer under the programme.
DLA Piper's capital markets group advises clients in new markets on a broad range of products and industry sectors. In addition to handling new debt issuances, the firm has also become increasingly involved in liability management exercises and work on redemptions, amendments and tender offers for existing structures. Its emerging markets work has also grown, with India and Turkey becoming increasingly important jurisdictions for the practice. The firm acts for numerous multinational financial institutions, as well as issuers operating in sectors such as oil and gas, financial services and infrastructure. The firm is a leading adviser on hybrid finance, notably for infrastructure projects, and it has a growing role in green and social impact bonds. Global co-chair of finance and projects Martin Bartlam leads the practice, with the firm's UK head of capital markets and structured investments Tony Lopez and global co-chair of financial services Mark Dwyer also playing key roles. Joywin Mathew is also recommended.
Other key lawyers:
Morgan Stanley & Co. International PLC
Banca IMI S.p.A.
Axis Bank Limited, Singapore Branch, Standard Chartered Bank, MUFG Securities
Motion Acquisition Limited
Neqsol Holdings Limited
VEON Holdings BV
- Acting for Morgan Stanley & Co. International PLC as dealer on a programme supplement to the Alphabeta Access Products Ltd $50bn Certificate Programme.
- Advising Neqsol Holdings and its group company VF Ukraine as borrower on VFU Funding PLC’s issue of $500m loan participation notes due 2025 as the bond take-out of its bridge financing to fund the acquisition of Vodafone UkraineNatwest
- Acted for Axis Bank Limited and Standard Chartered Bank on the debut issuance by the Kerala Infrastructure Investment Fund Board (KIIFB) of its INR21.5bn ($312m) secured, guaranteed, rupee-denominated masala bonds.
Hogan Lovells International LLP's team is active in debt capital markets matters across many jurisdictions, including the US, Europe, Africa and Asia. Emerging markets issuances are a key pillar of the practice in London, as are transactions involving sectors such as utilities, real estate, automotive and healthcare. The firm advises a mix of clients, including issuers, arrangers, underwriters and sponsors. James Doyle is the head of international debt capital markets and he oversees the DCM, high-yield, derivatives and securitisation practices. Andrew Carey takes the lead on straight debt mandates and he also plays a key role in the firm's dedicated trustee practice, which is led by Kit Johnson. In a notable development, Raj Panasar joined from Cleary Gottlieb Steen & Hamilton.
Citibank, N.A., London Branch
Swissport Group S.à r.l.
HPS Investment Partners
Mediobanca International (Luxembourg) S.A
Bank of New York Mellon
Brookfield Capital LLP
- Advised Swissport Group S.à r.l. on the launch of a €1.635bn debt package to refinance a part of its outstanding debt.
- Advised Affinity Water on the substitution of the issuer under its c.£1.1bn whole business securitisation structure that Affinity use to finance its regulated activities.
- Advised HPS Investment Partners on the €1.2bn refinancing of Croatian food company Fortenova Grupa (formerly known as Agrokor) via private placement note.
A major portion of Mayer Brown International LLP's mandates have a US dimension and the firm is also highly active in matters involving emerging markets. Its recent work included handling the establishment and update of the first ever Global MTN programmes and global mortgage-covered bond programmes for Turkish financial institutions. The team has a diverse practice across the full spectrum of debt instruments, which range from investment grade debt to emerging markets bond issuances. It also frequently acts for Canadian entities in sterling or dollar-denominated bond issues. One of the lead partners is James Taylor, who is prominent in debt deals in Turkey. Another key figure is Robert Flanigan, who is triple-qualified in England, New York and France. Also recommended is Bernd Bohr, who handles a wide variety of capital markets, leveraged finance and corporate matters in Europe.
‘Mayer Brown has acted as arranger and dealer’s counsel as to US, UK/European law on our bank’s covered bond programme, where we also act as a dealer and arranger on the programme. This work is co-ordinated by Mayer Brown in London, led by James Taylor. It is well versed in the covered bond market and delivers a professional, quality service and has a diverse range of expertise available to it, which enables it to deliver focused specialist advice to dealers and arrangers.’
‘Mayer Brown consistently performs well in the covered bond market and offers constructive, practical and timely advice on a comparative level to other leading firms offering equivalent debt capital markets services in the covered bond space.’
‘James Taylor is our main contact in London. James is a very experienced, knowledgeable and diligent capital markets lawyer and is well versed in advising underwriters on pertinent debt capital markets issues, including covered bond offerings and related matters. James is personable, enthusiastic and responsive. James consistently delivers timely, high-quality advice and is a persuasive negotiator. I would highly recommend him.’
‘James tends to be very “hands-on” and leads deals for Mayer Brown, so most of our engagements would be with him at partner level and he would be the voice of Mayer Brown on these deals, coordinating with other specialists as required.’
Canada Pension Plan Investment Board
HSBC Bank plc and HSBC Bank USA, National Association
Türkiye Vakıflar Bankası T.A.O
Türkiye İş Bankası A.Ş.
Türkiye Garanti Bankassı A.Ş.
CIBC World Markets
Hamburg Commercial Bank AG
Beazley PLC / Beazley Insurance Designated Activity Company
Türkiye Cumhuriyeti Ziraat Bankası A.Ş.
Fédération des caisses Desjardins du Québec
QNB Finansbank A.Ş.
The Royal Bank of Scotland
Vietnam Prosperity Joint Stock Commercial Bank (VPBank)
Wepa Hygieneprodukte GmbH
- Advised Fédération des caisses Desjardins du Québec on its debut issue of $1bn 2.050% Senior Bail-inable Notes due 2025 under the new Canadian recapitalisation regime for domestic systemically important deposit-taking institutions.
- Advised Vakifbank and Ziraat Bank on the issue and offer by Vakifbank’s of €700m of perpetual AT1 bonds and Ziraat’s €1.4bn of perpetual AT1 bonds, in each case, to Turkey’s sovereign wealth fund – front page of the financial press in Turkey as indicative of State support for the Turkish banking system.
- Advised Novartis AG and Novartis Capital Corporation on the SEC-registered offering of $5bn of notes in four tranches by Novartis Capital Corporation, guaranteed by Novartis AG, including a 30-year tranche with the lowest yield ever for a corporate 30-year bond.
Morgan, Lewis & Bockius UK LLP has 'great expertise as international counsel in a debt capital markets transaction'. The firm handles many types of debt transactions and can advise on UK, US and EU securities laws and regulations across a diverse range of industries. It also sees a significant flow of emerging markets debt issuances. In 2019, the practice closed five major bond offerings and began work on high-value matters including a $1bn Rule 144A/Reg S offering from Turkey. 'Very knowledgeable, experienced and responsive' practice head Carter Brod is 'always prepared to think creatively'. He is dual-qualified in English and US law and has more than 20 years' experience in the DCM space. Capital markets associate Benjamin Stein relocated from the US to the London office in 2020 and now plays a key role in debt transactions.
Other key lawyers:
‘We found the team to be timely and responsive to tight deadlines and working across time differences between London New York and Port of Spain. It has great expertise as international counsel in a debt capital markets transaction.’
‘Our main contact was Carter Brod. We developed a great working relationship with him and he added enormous value to the debt capital markets transaction. He is very knowledgeable, experienced and responsive to our requirements.’
‘Carter Brod is always prepared to think creatively.’
Telecommunications Services of Trinidad and Tobago
Republic of Laos
Republic of Suriname
- Advised Yandex NV, one of Europe’s largest internet companies and a leading tech business in Russia, on a $1.25bn offering of convertible senior notes due 2025.
- Acted for Telecommunications Services of Trinidad and Tobago (TSTT) on a $400m international bond offering, which included a US-dollar tranche of $300m 8.875% senior secured notes due 2029 and a Trinidad and Tobago dollar tranche of TT$680m (approximately US$100 million) 8.875% senior secured notes due 2029, for an aggregate principal amount of $400m.
- Acted as US counsel to Laos People’s Democratic Republic on its highly anticipated debut Rule 144A/Regulation S sovereign $150m bond offering, and on a subsequent $500m deal which was expected to close in early 2020.
Morrison & Foerster LLP is 'undoubtedly one of the top London practices on US private placements - its experience, deal flow, currency of knowledge and expert insight is invaluable'. Elsewhere, the London office also handles other issuance programmes for clients. The highly-rated team includes the 'tenacious and passionate' Brian Bates and the 'sensible, proportionate and very calm' Scott Ashton. Jeremy Jennings-Mares' practice encompasses securities, structured products, derivatives and structured financings. Another name to note is Peter Green, who handles EMTN programmes, as well as credit, equity, commodity and fund–linked securities issuances.
‘The MoFo team is undoubtedly one of the top London practices on US private placements. Their experience, deal flow, currency of knowledge and expert insight is invaluable.’
‘Brian Bates has been doing this a very long time, but is still as tenacious and passionate as ever. He has a very clear and direct style that is highly impactful at C-Suite level. And, of course, all that experience adds so much value, particularly in the context of difficult situations.’
‘Scott Ashton is a very smart lawyer; his technical capability around US private placement deals and documents is top-tier. His style is sensible, proportionate and very calm, whatever pressures are circling. Put simply, I can always rely on Scott to get it right and guide us to the right outcome.’
‘The team’s expertise in the private placement market is second to none. They are consistently responsive and provide practical advice which is digestible by the commercial team and in-house team alike.‘
‘We work very closely with Scott Ashton. Scott is one of the most responsive external counsel I work with. He provides clear, coherent and practical advice and is always willing to be a sounding board as we work through issues and considerations.’
‘It is a clear UK market leader in the US private placement practice. They are heavily involved in evolving and updating the market standard documentations and also have a good understanding of how both investors and issuers are viewing the market and particular themes.’
‘Scott Ashton has exceptional knowledge of and competence in the market. In addition, he is a very likeable person. He is swift in drafting the documentation and he manages to communicate well not only with us as client, but also with the investors’ legal counsel. He is quick to come back to you when you have questions or comments, which is important when you are in the middle of a transaction.’
‘Brian Bates is authentic and trustworthy and he delivered excellent execution in a very tight timeframe. Brian’s unique style made him very enjoyable to work with.’
One Housing Group Limited
Tate & Lyle plc
F&C Investment Trust Plc
TenneT Holding B.V.
Metropolitan Housing Trust Ltd.
Northern Gas Networks Limited
Witan Investment Trust PLC
Safestore Holdings PLC
Network Homes Limited
- Advised One Housing Group Limited on its £125m private placement, significant as it included both unsecured and secured notes in the same deal, and it was the first social housing deal in the private placement market to be done on a Numerical Apportionment Basis.
- Advised Tate & Lyle plc in its €200m private placement, alongside which the firm also amended Tate & Lyle’s existing private placement to deal with the introduction of IFRS 16 which affects lease accounting.
- Advised TenneT Holding B.V., an energy company, in its €500,000,000 private placement of senior notes; it was the first Dutch Green USPP issuer.
Addleshaw Goddard's team has extensive expertise in both publicly offered listed debt issues and privately placed bonds. The firm has an impressive roster of bank clients, for whom it advises on public bond issuances; names such as Barclays Bank, HSBC Bank, Lloyds Bank Corporate Markets and NatWest Markets turn to the firm for advice in this space. The private placement investor client base includes high-profile investment funds and large corporates. Elsewhere, 'technically brilliant' practice head Beth Collett is noted for her 'wealth of experience in social housing bonds'. According to a client, the team 'manages matters in a transparent, efficient and streamlined manner.'
Other key lawyers:
‘Beth Collett’s knowledge of the sector is unsurpassed. She has such excellent in-depth knowledge of the social housing financing sector.’
‘A market-leading, well resourced and exceptionally reliable team that manages matters in a transparent, efficient and streamlined manner. It is consistently very responsive to requests and queries. The individuals are all very capable and experienced.’
‘Beth Collett is a standout partner. She is very personable, has an in-depth knowledge of the market and always delivers to ensure transactions are successfully closed.’
‘The firm provides best-in-class service, advice and transaction management in the area of social housing bonds.’
‘Beth Collett is technically brilliant and has a wealth of experience in social housing bonds. She is our first choice and her bench now includes managing associate Daniel Foong who is an excellent lawyer.‘
Banco Santander, S.A.
Barclays Bank PLC
Lloyds Bank Corporate Markets plc
MUFG Securities EMEA plc
NatWest Markets Plc
HSBC Bank plc
RBC Europe Limited
Prudential Trustee Company Limited
University of Greenwich
Goldman Sachs International
- Advised Banco Santander, S.A. and NatWest Markets Plc as joint bookrunners and Prudential Trustee Company Limited as bond trustee and security trustee in relation to the issue by Futures Treasury Plc of £200,000,000 3.375 per cent. Secured Bonds due 2044
- Advised HSBC Bank plc, MUFG Securities EMEA plc and NatWest Markets Plc as joint bookrunners and Prudential Trustee Company Limited as bond trustee and security trustee in relation to the issue by Home Group Limited of £350,000,000 3.125 per cent. Secured Bonds due 2043
- Advised Banco Santander, S.A., Barclays Bank PLC, Lloyds Bank Corporate Markets plc, MUFG Securities EMEA plc, NatWest Markets Plc as dealers and Prudential Trustee Company Limited as note trustee and security trustee in relation to the establishment by LiveWest Treasury plc of its £1,000,000,000 Guaranteed Secured Note Programme; and
Arnold & Porter is best known for advising sovereign issuers on international financial transactions, particularly those involving challenging jurisdictions and complex legal issues. It has handled sovereign debt issuances for the Republic of Nigeria, the Republic of Turkey and the Republic of Kenya, among others. The practice is led by Jeremy Willcocks, who has more than 18 years of experience handling matters involving issuances of complex and innovative sovereign bonds. Senior partner Whitney Debevoise, who works predominantly in the Washington DC office, plays a key role in some of the deals handled by the London office.
Other key lawyers:
Republic of Turkey
- Advising the Republic of Turkey on a Global Note Offering of 4.250% Notes due 2025 and 5.250% Notes due 2030.
Bryan Cave Leighton Paisner LLP
Bryan Cave Leighton Paisner LLP specialises in structured capital markets transactions, with a particular emphasis on bespoke project bonds, housing association secured bonds and secured high-yield bonds. Noted for its US law capability, the London team provide transactional and regulatory advice on transatlantic and European issuances. Prashanth Satyadeva leads the structured debt and capital markets group, which acts for both arrangers and corporate issuers. Satyadeva's practice has a particular emphasis on corporate bonds issued on a secured and collateralised basis. Peter Knust acts for trustees, agents and issuers on a wide range of DCM and securitisation transactions.
Other key lawyers:
Emerson Electric Co.
Greensleeves Homes Trust
TAURON Polska Energia S.A.
- Advised Emerson Electric Co. – an American Fortune 500 company specialising in manufacturing products and providing engineering services for a wide range of industrial, commercial and consumer markets -on the EU aspects of issue of an SEC-registered €500m 0.375% notes due 2024, cleared through Euroclear and Clearstream.
- Advised Playtech plc – a leading technology company in the gambling and financial trading industries – on €350m 4.250% Senior Secured Notes due 2026.
- Advised TAURON Polska Energia S.A., which is the parent company of a vertically integrated Polish energy group, on its ongoing disclosure and reporting obligations arising in respect of the €500m 2.375% notes due July 2027. This involved ensuring compliance with the requirements of the applicable regulations, including the UK Disclosure and Transparency Rules and the Listing Rules.
CMS' practice in London is a core part of a wider global offering, which includes specialists in more than 40 jurisdictions and focuses on large, complex multijurisdictional transactions. Michael Cavers is knowledgeable about the issue and restructuring of standalone debt issues and debt issuance programmes, including project bonds, retail bonds and medium term note programmes. Jason Harding advises leading financial institutions and corporates on Eurobonds and project bonds, among other matters. Newly promoted partner Chris Clark and Kirsty Templar are also recommended.
The capital markets practice at Macfarlanes LLP, which has a focus on the more complex and high-end of the market, is 'always constructive in its approach and displays impressive patience'. It has experience of assisting clients with the establishment of multibillion pound bond programmes and is also heavily involved in both domestic and cross-border infrastructure developments funded by project bonds. Practice head Richard Fletcher is 'very calm under pressure and an expert in his field'. He frequently acts for financial institutions, corporates, fund managers, investors, servicers and trustees. His work encompasses bonds, MTN programmes, high-yield issuances, restructurings, convertibles and exchangeables.
Other key lawyers:
‘Few new bond issues take place without encountering glitches or delays, especially where an issuer is new to the process. I worked with the Macfarlanes debt team on such a “first-timer” bond issue and was pleased to find that none of the many glitches or delays was attributable to the firm, which was always constructive in its approach to resolving them and displayed impressive patience.’
‘There were three individuals involved in the Macfarlanes team and all performed well without making any mistakes. Claire Golding’s initial suite of bond documents required remarkably little amendment and Richard Fletcher liaised well with the solicitor to the bond trustee.’
‘Richard Fletcher is very calm under pressure and an expert in his field.’
Venn Partners LLP
Ben Oldman Partners
- Advising Venn Partners on its £3.5bn bond programme established by PRS Finance plc in July 2015 in connection with the Private Rented Housing Guarantee Scheme, which asset manager Venn was appointed to establish and manage by the Secretary of State for Housing, Communities and Local Government in December 2014.
- Advised Beechbrook Capital and the issuer, Beechbrook UK SME Credit Holdings II plc, on the issuance of variable funding notes.
- Advised Ben Oldman Partners and the issuer, Ben Oldman Clean Energu Bond, on a €26m issuance of bonds listed on the Euro MTF market of the Luxembourg Stock Exchange that are backed by real estate investments in a number of southern European countries.
O'Melveny has one of the leading issuer-side practices for US private placement transactions. It frequently handles high-value deals in sectors as diverse as real estate, consumer goods, manufacturing, utilities, aviation, technology, retail, energy and TMT. Andrew Weiler, who is dual-qualified to practise in New York and England & Wales, is the head of European M&A and corporate finance. In 2019, he handled more than 20 US private placements. His extensive list of clients includes French testing and certification services provider Bureau Veritas S.A, chemicals company Croda International plc and veterinary pharmaceuticals business Dechra Pharmaceuticals plc. Newly promoted partner Sevda Staykova is another notable individual.
Other key lawyers:
Goshawk Aviation Limited (aviation)
Blenheim Palace (real estate)
Cadogan Estates (real estate)
SSP Group plc (catering and retail)
Segro plc (real estate)
Tarsus Group plc (media)
Capco Covent Garden (real estate)
Christie’s International plc (auction house)
Croda International plc (chemicals)
Dechra Pharmaceuticals plc (pharma)
Hibernia REIT plc (real estate)
Jersey Telecoms (telecoms)
Johnson Matthey plc
National Express Group plc (transportation)
Tritax Big Box REIT plc (real estate)
Oriflame Cosmetics (cosmetics)
Royal Greenland A/S
Severn Trent plc (water utility)
Bureau Veritas S.A. (professional services)
LondonMetric Properties plc (real estate)
Great Portland Estates plc (real estate)
Wereldhave N.V. (real estate)
Aggreko plc (industrial equipment)
University of Bath (education)
Canal & River Trust (charity; infrastructure)
Goodenough College (education; housing)
Portman Estates (real estate)
Morgan Advanced Materials plc (specialist products manufacturer)
- Advising Bureau Veritas S.A. on a new private placement for, raising $200m in an oversubscribed placement.
- Advised Croda International plc on its private placement, which raised £65m, €50m and $160m using a dual-issuer structure.
- Advised Dechra Pharmaceuticals plc on is debut private placement, which raised $100m and €50m.
Pinsent Masons LLP
Pinsent Masons LLP advises clients on standalone bond issuances, EMTN and ECP programmes, and equity-linked securities. Much of its work focuses on the projects, education and social housing sectors. The practice is noted for its strong roster of bank clients, including HSBC, Santander and NatWest Markets. 'Technically strong' legal director Alexis Hayworth is one of the key figures in the debt capital markets team, which is led by practice head Edward Sunderland. Hayworth is best known for advising clients on privately placed bonds in the social housing market. Stephen Tobin, who is the head of energy and infrastructure finance, has expertise in project bonds. Corporate trust head Grace Hui advises trustees, issuers, paying agents and corporate services providers on a wide range of capital markets transactions.
‘This firm has added to its capability to provide services relating to public bonds in the social housing sector by bringing in Alexis Hayworth, which is good. The team is small although nimble and provides a really good service to us.’
‘Ed Sunderland has been guiding us through a complicated private placement debt exchange and I have been impressed by his advice and guidance. Alexis Hayworth is technically strong and I will look to instruct him on a social housing bond when the opportunity arises.’
HSBC Bank plc
NatWest Markets plc
Barclays Bank PLC
Prudential Trustee Company Limited
Aberdeen Standard Investments
Pension Insurance Corporation plc
Legal & General
Newbridge Advisors LLP
- Advising the Active Bookrunners and the Passive Bookrunners in relation to the issue by Sovereign Housing Capital Plc of its £375,000,000 2.375 per cent Secured Bonds due 2048., the firm’s first listed public bond issue in social housing space.
- Acted for Canada Life as investor and Assured Guarantee as monoline guarantor on an issuance of £50,000,000 2.597% Senior Secured Guaranteed Notes due 2039 by Link Group Limited, as social housing provider.
- Advised Legal and General Assurance Society Limited and The Board of the Pension Protection Fund (c/o Legal and General Investment Management Limited) as the purchasers and NatWest Markets Plc as arranger in relation to a private placement of notes by Newport City Homes Housing Association Limited.
Reed Smith LLP
Reed Smith LLP has a global capital markets practice in which the London office plays a key role, alongside offices in Hong Kong, Singapore, the US and China. The firm provides both US and English law advice from London, acting acts for both issuers and underwriters in European and emerging markets debt offerings. EMEA managing partner Tamara Box has a broad debt practice that includes project bonds and convertibles, as well as Islamic bond issuance. Daniel Winterfeldt advises US, UK, European and Asian investment banks and corporate issuers on Rule 144A and Regulation S equity and debt offerings.
Other key lawyers: