BANKING & FINANCE
WATSON FARLEY & WILLIAMS: KEY FACTS 133 PARTNERS ESTABLISHED 1982 14 OFFICES OVER 400 LAWYERS 11 COUNTRIES OVER 20 LANGUAGES SPOKEN
BANKING & FINANCE 2 OUR BANKING & FINANCE PRACTICE Internationally recognised as delivering premium banking and finance legal services, Watson Farley & Williams lawyers provide risk-sensitive advice across the firm s chosen industries: maritime, energy, natural resources, real estate and transport. Our banking & finance practice negotiate on behalf of banks, financial institutions and investors and major corporates in their various capacities across our core sectors. The team advise on acquisition finance, real estate finance, corporate loans and debt capital markets as well as asset finance, project finance, commodities & export finance, Islamic financing and restructuring. Asset Finance As part of a market-leading asset finance practice, our lawyers deliver high quality services including: secured lending, ECA-backed finance, conditional sale and hire purchase, sales and purchases of leasing companies and portfolios, receivables finance, domestic and cross-border leasing and tax advice. Project Finance Our project finance team provide strategic legal solutions taking underlying business issues and risks into account. We advise in relation to project finance structures, risk allocation/mitigation and commercial, construction and other project contracts. Commodity & Export Finance Utilising strong sector knowledge and significant experience, our specialist commodity and export finance lawyers advise on structured commodities finance, pre-export finance, ECAbacked finance, letter of credit guarantee facilities, receivables financing facilities, cash management products, derivatives, securitisation of trade receivables, unsecured lending and collateral management issues. Islamic Financing Across our key sectors, our trusted Islamic finance lawyers provide clear and succinct advice to deliver successful financings using Islamic principles (including Istisna-Ijara, Murahaba and Tawarruq). Placing a strong emphasis on service standards, the team work with trusted counterparties when required to ensure our legal services comply with Shari a and Western banking regulations. Restructuring Supportive and pragmatic, our restructuring team advise in relation to debt restructuring (both domestic and cross-border), the duties of directors and potential liabilities, mortgage enforcement and enforcement of security, liquidation, administration/ administrative receiverships, bondholder actions, syndicated loan and derivatives disputes, asset tracing and the acquisition and trading of distressed debt.
3 Watson Farley & Williams SELECTED EXPERIENCE ASSET FINANCE STRUCTURED FOR SINGAPORE AIRLINES AND SILKAIR Advising SilkAir (as seller and lessee) and Singapore Airlines International (SIA) (as noteholder) on the sale and leaseback of five A320 aircraft. The structure involved the use of Approved Special Purpose Vehicle companies in Singapore (ASPVs), with equity and subordinated debt being provided by Merced, and several tranches of debt (in the form of notes) being provided by DBS Bank Ltdf, SIA and CIT Bank. To comply with Monetary Authority of Singapore regulations with respect to ASPVs, the transaction was structured using synthetic debt capital markets notes with limits on the quantum of notes held by SIA and Merced (as related parties). As there were a number of noteholders with varying seniority, maturity and risks, and equity participants in the transaction and as SIA (which was affiliated to SilkAir) was also a noteholder, this raised a number of complex inter-creditor issues. US$1.35BN JOINT NORWEGIAN / KOREAN ECA-BACKED DRILLSHIP Advising DNB as lead arranger and facility agent and export credit agencies Eksportkreditt, GIEK and KEXIM on a US$1.35bn facility to the Ocean Rig Group to finance the construction of three ultra deep-water drillships. This deal is part of a growing trend in offshore deals, with both Norwegian and Korean ECAs providing direct funding alongside commercial banks. ASSISTING AIR FRANCE WITH A JOLCO Advising BNP Paribas and a syndicate of banks on their Japanese Operating Lease with Call Option (JOLCO) financing of one new A380 aircraft for Air France. This aircraft was Air France s only new delivery in 2013 and is painted in special livery to celebrate Air France s 80th anniversary. US$300M FACILITY FOR OFFSHORE OIL AND GAS HELICOPTER PORTFOLIO Advising Lloyds Bank, Barclays Bank and Lombard North Central as lenders in respect of a US$300m term loan facility for The Milestone Aviation Group Ltd as lessor for a portfolio of helicopters (valued at approximately US$400m) for use by Bristow Group Inc. in the offshore oil & gas industry. Lloyds Bank, through its Corporate Asset Finance team, acted as the arranger and agent with Lombard and Barclays as lenders. US$2.9BN DRILL RIG ACQUISITION AND EQUITY Advising SapuraKencana Petroleum Berhad, a major oil & gas services company listed and headquartered in Malaysia, on the financing of its acquisition of the entire issued share capital in Seadrill Tender Rig Ltd and certain other related businesses and assets. The acquisition included purchasing 18 tender drilling rigs from Seadrill (six semi-tenders, nine tender barges and three newbuilds). In addition to the equity financing provided by Sapurakencana, the financing also included a US$1.85bn loan facility and an equity placement arrangement where we advised on the placement agreement, raising the equivalent of approximately US$550m. US$172M FOR NEWBUILD TANKERS Advising ABN AMRO on a US$172m loan facility made available to Ardmore shipping to finance the acquisition of eight newbuild vessels (MR2 tankers, MR1 tankers and chemical tankers). US$356M KOGAS PROJECT Advising on the high profile Korea Gas Corporation (KOGAS) refinancing for three 2000 built LNG carriers, all of which are operating under long term contracts of affreightment with KOGAS. We represented the lenders on facilities valued in excess of US$356m. Our advice included working on the financing documents, the project documents and various sponsor support issues.
BANKING & FINANCE 4 SELECTED EXPERIENCE PROJECT FINANCE WIND FARM PORTFOLIO PROJECT IN URUGUAY Advising Uruguayan conglomerate Grupo Otegui on obtaining US$140m worth of project financing for the three wind farm project, Luz de Mar. This was one of the first occasions where project financing techniques and structures have been used in this key strategic South American country. PROJECT FOR LANDMARK NEW 19 MW BIOMASS CHP PLANT Advising Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. as sole lead arranger and lender on the project financing and relevant project documents relating to a new 19 MW biomass project in Beckton, East London. The 70m waste oils CHP plant will generate heat to be provided to National Grid Gas, and power to be supplied to Thames Water Utilities Limited for its desalination plant at Beckton. Power not used by Thames Water Utilities Limited will be exported to the national grid. AWARD-WINNING 1.4BN SPANISH GAS STORAGE PROJECT Advising oil & gas exploration company SPV Escal UGS in obtaining a financing for the Castor underground gas storage project offering a 1.9bn cubic metre capacity. Project finance was provided by Luxembourg Watercraft Capital, S.A. with funds obtained by this company through the issuing of project bonds amounting to 1.4bn. CITÉ MUSICALE PPP BOND Advising the Council of the Hauts-de- Seine French department regarding a PPP bond financing for the design, construction, financing, service, maintenance and operation of the Cité Musicale, a music complex to be built on an island in the River Seine at Boulogne-Billancourt on the outskirts of Paris. MEERWIND PROJECT Advising the commercial lenders on the financing of the German offshore wind energy project Meerwind with a total investment of 1.2bn. On its completion, Meerwind will be Germany s largest wind farm, comprising 80 wind turbines with a total capacity of 288 MW. AWARD-WINNING OFFSHORE WIND PROJECT Advising Belwind N.V. on the awardwinning Bligh Bank wind farm project. Our advice included arrangements for the financing, construction and operation of the 165 MW first phase of the Bligh Bank offshore wind farm, which comprises fifty-five 3 MW wind turbine generators to be located 47km off the Belgian coast near Zeebrugge. LA CHAPELLE PROJECT Advising Landesbank Baden- Württemberg on the approximately 58m financing of the project La Chapelle, consisting of three onshore wind farms with a total installed capacity of 34 MW in the South of France. 112.5M SOLAR PARK PROJECT Advising HSH Nordbank AG in relation to its role as mandated lead arranger for the portfolio financing of two French solar park portfolios Aquitaine and Biscaya. We provided comprehensive legal and tax advice for the projects, which were developed by GP Joule GmbH and consist of a total of 11 solar parks in Southwest France, with a nominal output of 57.3 MWp (Aquitaine) and 50.8 MWp (Biscaya). The long-term project finance totalled 58.5m for Aquitaine and 54m for Biscaya.
5 Watson Farley & Williams SELECTED EXPERIENCE COMMODITY & EXPORT FINANCE US$675M BORROWING BASE FOR LATAM NATURAL RESOURCES GIANT Advising a syndicate of banks arranged by BNP Paribas and Natixis for a borrowing base facility in the region of US$675m secured on metals and metals concentrate stocks and receivables to Consorcio Minero SA of Peru (Cormin), guaranteed by Trafigura Beheer B.V. The Cormin group of companies operates in Peru, Chile, Mexico and Bolivia, providing an independent source of supply and logistical support for the key mining activities along the Pacific coasts of South America. US$20M COAL PRE-EXPORT Advised Vitol SA in relation to a US$20m pre-export financing facility to companies in the Beacon Hill Resources group secured on contracts for the export of coal produced at the Minas Moatize Mine, Mozambique. SYNDICATE OF 16 AFRICAN LENDERS Advising 16 Nigerian financial institutions and six offshore lenders including Afrexim and Ericsson as lenders to Vmobile Nigeria on an approx. US$1bn EPC project financing of a GSM mobile phone network in Nigeria, with support from MIGA and EKN. BANK LENDING FOR AFRICAN OIL Advised Standard Chartered Bank as facility agent, security agent and arranger on a syndicated borrowing base facility to companies in the Trafigura group, secured on oil stocks in Kenya, Mozambique and Zimbabwe and on oil receivables. US$30M LOAN FACILITY Advising Excelsior Shipping Company Limited on a US$30m loan facility provided by Standard Bank Plc. The facility enabled Excelsior to refinance part of the costs incurred during its acquisition of a controlling stake in Flour Mills of Nigeria Plc, a Nigerian incorporated company at the forefront of wheat milling. The facility was secured by a complex package of collateral including a parent company guarantee, a share charge, a call option, an accounts charge and a dividend cessation.
BANKING & FINANCE 6 SELECTED EXPERIENCE ISLAMIC FINANCE BRUNEI GAS CARRIERS LNG AND ISLAMIC FINANCE Advising Brunei Gas Carriers Sdn Bhd in relation to the financing of its entire a class LNG vessel fleet (including the acquisition of two 155,00m 3 newbuild vessels in 2012), each by way of secured Islamic finance facilities (centred around Istisna-Ijara structures). Each of the above LNG vessels are chartered to Brunei LNG Sdh Bhd. The scope of work included advising on the shipbuilding contracts, shipping services agreements, ship management agreements and charter documents as well as financing documents. The fourth LNG vessel financing won Islamic Finance News Structured Finance Deal of the Year. UK REGULATED ISLAMIC BANK Advising a UK regulated Islamic bank in relation to trade related Murabaha facilities for the purchase of steel and the refinancing of existing borrowings. IJARA LEASE FACILITY Acting for a borrower in connection with an Ijara lease facility for an offshore asset with purchase deed and declaration of trust, purchase undertaking, sale undertaking and servicing agency agreement. A BAHRAINI AND A KUWAITI BANK Advising a Bahraini bank and a Kuwaiti bank on funding for the development and subsequent use of land and buildings in Kuwait pursuant to a forward lease agreement (Ijara).
7 Watson Farley & Williams SELECTED EXPERIENCE RESTRUCTURING US HOTEL FINANCIAL RESTRUCTURING Advising Landesbank Baden Württemberg on the workout of a US$729m commercial mortgagebacked securities (CMBS) loan in default which was secured by three hotels in Florida and Arizona, resulting in the loan being paid off at par. US$1.9BN CROSS-BORDER RESTRUCTURING Acting as English counsel to UniCredit Bank AG and DBS Bank Ltd on the high profile US$1.9bn restructuring of the Torm Group s existing secured and unsecured debt. This complex transaction involved the simultaneous financial and corporate restructuring of the entire Torm Group and the injection of new capital. It also spanned several jurisdictions and included measures to deal with Chinese banks as this was the first time Chinese banks faced a financially challenged borrower on such a large scale and been involved in a restructuring/work-out situation. ZIM RESTRUCTURING Advising BNP Paribas as lender and facility agent for a syndicate of banks on two ECA-backed loan facilities (supported by the Export-Import Bank of Korea KEXIM and Korea Trade Insurance Corporation K-Sure respectively) in relation to the US$3bn+ global restructuring of ZIM Integrated Shipping Solutions Ltd. SPANISH TAX LEASE RESTRUCTURING Advising EDT Ship Management Ltd on the complex restructuring of a Spanish tax lease involving the construction of two offshore vessels in Spain. Despite the original shipyard s insolvency, which led to legal proceedings, an agreement was reached with a new shipyard to complete the construction of the newbuildings, resulting in the restructuring of the original tax lease. The first of the newbuildings was delivered in October 2013 and the second newbuilding in March 2014. RE OF SIX SHIP PORTFOLIO Advising Chinese ICBC Financial Leasing Co. Ltd in relation to the US$160m structured refinancing of four containers and two bulk carriers with the leading ship-owner, Lomar Corporation. The Lomar fleet currently stands at over 60 vessels, including more than 20 newbuildings. 23M RE OF A 14 MW SOLAR PORTFOLIO Advising Capital Stage AG, a German renewable energy company, on the refinancing of a facility worth up to 23m from Bayerische Landesbank, a primary German public law credit institution. The refinancing concerns a solar portfolio consisting of seven greenfield photovoltaic parks operating in Italy, with an overall nominal capacity of approx. 4.1 MW.
REALLY UNDERSTANDS THE BANKING BUSINESS, AND TRIES TO FIND SOLUTIONS CHAMBERS GLOBAL 2014
9 Watson Farley & Williams REPUTATION WATSON FARLEY & WILLIAMS PROVIDES OUTSTANDING SERVICE AND A PRACTICAL AND COMMERCIAL APPROACH. LEGAL 500 ASIA PACFIC 2014 THE LAWYERS PROVIDE A COMMERCIAL AND PRAGMATIC VIEW AND FOCUS ON THE 'MUST HAVE' RATHER THAN GETTING HUNG-UP ON THE 'NICE TO HAVE'. CHAMBERS UK 2014 PRACTICAL, SHARP AND METICULOUS APPROACH COMMERCIALLY SOUND ADVICE... CHAMBERS GLOBAL 2014 SOURCES SAY: THE TEAM HAS VAST EXPERIENCE, AND SO PROVIDES VERY VALUABLE EXPERTISE. CHAMBERS EUROPE 2014 NOTED FOR ITS EXPERTISE IN ASSET FINANCE FOR THE SHIPPING INDUSTRY. ADDITIONAL FOCUS ON PROJECT FINANCE, TRADE AND COMMODITIES FINANCE, AND PUBLIC-PRIVATE PARTNERSHIPS. CHAMBERS EUROPE 2014 PROVIDES THE HIGHEST LEVEL OF STRUCTURED FINANCE ADVICE LEGAL 500 EMEA 2014 THEIR IN-DEPTH KNOWLEDGE AND PROACTIVITY IN FINDING SOLUTIONS ARE REALLY GOOD. CHAMBERS ASIA PACIFIC 2014 DEAL MINDED AND FOCUSED LEGAL 500 ASIA PACIFIC 2014 TEAM IS RESPONSIVE, EVEN WHEN UNDER PRESSURE, AND IS EXPERIENCED LEGAL 500 EMEA 2014 THE PARTNERS ARE VERY INVOLVED IN GIVING VALUABLE COMMENTS. CHAMBERS ASIA PACIFIC 2014 NOTED FOR ITS GOOD SERVICE AND INDUSTRY KNOWLEDGE'. LEGAL 500 UK 2014 A PIONEER WITH ITS FOCUS ON TRANSACTIONS AND PROJECT FINANCE. JUVE HANDBUCH 2014 EXTREMELY GOOD AT GOING THROUGH SMALL DETAILS; VERY THOROUGH. CHAMBERS UK 2015 IT NOT ONLY KNOWS THE LETTER OF THE LAW, BUT MORE IMPORTANTLY KNOWS THE PRACTICAL SIDE OF HOW IT WORKS. CHAMBERS UK 2015 2014 THE FIRM IS NOTABLE FOR ITS WORK ON S INVOLVING ECAS AND COMMERCIAL LENDERS... LEGAL 500 UK 2014 GIVES PRACTICAL ADVICE ON TRICKY SUBJECTS. LEGAL 500 EMEA 2014
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ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE All references to Watson Farley & Williams and the firm in this publication mean Watson Farley & Williams LLP and/or its affiliated undertakings. Any reference to a partner means a member of Watson Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this publication represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have question or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising. 100-000- 2544 LON KW KW 07/07/2014 Watson Farley & Williams 2014 wfw.com