Bank lending – company side
Bank lending – lender side
Bank lending – sponsor side
Clifford Chance
Clifford Chance, it could be argued, is the most rounded banking practice in the City. Strong links with the banks, an enviable private equity practice and a substantial pool of corporate clients means that the firm possesses broad market coverage....
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Clifford Chance, it could be argued, is the most rounded banking practice in the City. Strong links with the banks, an enviable private equity practice and a substantial pool of corporate clients means that the firm possesses broad market coverage.
"It sometimes seems like a bit of a duopoly (between Allen & Overy and Clifford Chance)," says one investment banking client. "Of course there are plenty of other credible banking firms and the US guys have gained ground, but CC (Clifford Chance) just has that credibility, you know you're going to get good work, there's no gamble there."
A lot of the individual partners receive commendation from clients including Charles Cochrane: "Charlie Cochrane, he's very good at forward thinking, strategic thinking, he's happy to face up to clients in the big meetings, he doesn't sit in the background as a wallflower waiting to be asked technical legal questions, he's much more pro-active than that. He's quite an engaging lively character," says one from an international bank.
Like all the leading firms in London the firm is also looking to adapt to an increasing level of combination bank and bond work. Within high-yield Michael Dakin is building a practice and there was recognition of his quality from both clients and peers alike and although some mentioned that his profile was not as high as some contemporaries, this is something that will go hand in hand with an expected increase in mandates.
With pure bank lending an increasingly rare beast the firm will take reassurance from its record, which sees it still on a number of the market's major mandates. While flexible offerings are increasingly being sought, it does no harm to maintain a steady deal flow in the core discipline.
Deals
Clifford Chance's top tier ranking across all three tables reflects the breadth of the practice on offer. In the investment grade acquisition finance space, one key transaction saw Geeta Khehar in London and Scott Bache in Sydney act for the mandated lead arrangers and bookrunners including BBVA, Barclays, Citibank, JPMorgan, Morgan Stanley and RBS on a $12.5 billion facility granted to SABMiller for the acquisition of beverage manufacturer Foster's.
In the private equity/leveraged finance area, the firm was active on a number of key mandates including work by Charles Cochrane and Malcolm Sweeting for the banks including Morgan Stanley, Bank of America Merrill Lynch, Goldman Sachs and HSBC on the €2.3 billion finance provided to Hellmann & Friedman and Bain Capital for the acquisition of alarm manufacturer Securitas Direct.
In the same sector but utilising a different structure, Karen Hodson and senior associate Matthew Dunn advised the senior lenders including HSBC, JPMorgan, Mizuho, Lloyds TSB and Credit Agricole on a £950 million senior/mezzanine facility for Cinven for the acquisition of CPA Global. As well as coordination of the senior loan the team advised the banks on intercreditor negotiations with the mezzanine lenders.
Combination bank/bond financing is becoming an increasingly important part of the market and a track record in such work is an important attribute for London banking firms. One example of Clifford's success here was the combined loan facilities (€732 million) and PIK bond (€200 million) provided to funds managed by EQT for the acquisition of the Dometic Group. Alan Inglis and high-yield partner Michael Dakin acted on the transaction.
With large bank facilities becoming increasingly rare it is also worthy of note that the team did act on a number of standalone corporate financings in the last year with examples including Nicola Wherity's work for Citigroup on €4.5 billion loan to Nestlé and Michael Bates' advice to Commerzbank as lead arranger on a €1.2 billion revolving facility for the wind turbine manufacturer Vestas Wind Systems.
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Leading lawyers
Michael Bates
Mark Campbell
Charles Cochrane
Alan Inglis
Malcolm Sweeting
Nicola Wherity
Clifford Chance
The Clifford Chance team has re-established itself at the top of the debt market in the last few years with most peers admitting that alongside its magic-circle rivals it has one of the broadest offerings in the market.While the firm works across a variety of products, its expertise in convertible bonds in particular is highlighted....
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The Clifford Chance team has re-established itself at the top of the debt market in the last few years with most peers admitting that alongside its magic-circle rivals it has one of the broadest offerings in the market.
While the firm works across a variety of products, its expertise in convertible bonds in particular is highlighted. One corporate client who worked with Simon Sinclair says: "They have a high level of competence on the terms and conditions of convertible bonds which is very helpful for us. Understanding how these things are documented from a legal perspective."
Clients hold David Dunnigan who heads the team in very high regard: "He was essentially managing the relationship so his client skills are exceptional," says one. "The partners are only there where they need to be and they justify every penny."
Associate Derwin Jenkinson is also highlighted by clients as one to watch: "The main contact was Derwin Jenkinson who I think is on the way to partnership, technically brilliant, great commercial sense, very good commercial skills," says one banking client.
Deals
Sovereign issuance has been relatively buoyant in the last year and for the first time African states are entering the markets. A Clifford Chance team led by David Dunnigan advised Standard Bank and Barclays capital as joint lead managers on the Republic of Namibia's issue of $500 million in 5.5% notes which constituted the Republic's debut Eurobond issuance.
Another first saw Dunnigan again involved alongside Eric Green and the firm's Czech team advising the lead managers including Barclays Capital, Erste Bank and Société Générale on the €300 million debut bond issuance by Ceské dráhy (CD), the Czech national rail company.
Closer to home, David Bickerton and Clare Burgess advised the Greater London Authority on its debut bond issuance of £600 million in fixed rate notes. The deal is part of the Community Finance debt programme and forms part of the financing package for Crossrail, London's new rail infrastructure project.
A similar project linked mandate saw Tim Morris and Patrick Dougherty acting for the lead managers, Morgan Stanley and VTB Capital on an issue of $6.9 billion 7.4% notes by the Cabinet of Ministers of Ukraine. The deal formed part of the financing for the infrastructure in the country linked to the Euro 2012 football tournament.
Another area where activity has been seen is in liability management. Simon Sinclair and Robert Trefny had a hand in one such deal which saw the team act for Barclays on a buy back offer of six series of tier one instruments valued at £3.7 billion. The move was done in part to strengthen the bank's tier one capital ratio in line with new requirements.
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Leading lawyers
David Bickerton
Stewart Dunlop
David Dunnigan
Simon Sinclair
Clifford Chance
While there have been times in recent years when it has been perceived that Allen & Overy and Linklaters had slightly stolen a march on Clifford Chance in the derivatives space, there is recognition from around the market now that there is very little to choose between the three.Led by Habib Montani and Matthew Grigg, the London team has good coverage on most types of transactions and a strong regulatory offering to back up its transactional team....
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While there have been times in recent years when it has been perceived that Allen & Overy and Linklaters had slightly stolen a march on Clifford Chance in the derivatives space, there is recognition from around the market now that there is very little to choose between the three.
Led by Habib Montani and Matthew Grigg, the London team has good coverage on most types of transactions and a strong regulatory offering to back up its transactional team.
The firm is also developing a practice dealing in shariah-compliant linked transactions, which could prove to be a lucrative source of work .
Deals
Last year Andrew Coats acted in conjunction with the firm's New York office advising Deutsche Bank on a longevity swap between it and the trustees of the Rolls-Royce Pension Fund. The deal also included associated hedge work into the reinsurance market.
The firm drew again on its strong bank links with partners Habib Montani Andrew Woolmer, Elizabeth Clinch and Deborah Resch active for institutions such as Citi, Goldman Sachs and JPMorgan on various equity derivative transactions.
Other notable work includes Montani's advice to ISDA (International Swaps & Derivatives Association) on Islamic Profit Rate swap confirmations under the ISDA/IIFM (International Islamic Financial Market) Tahawwut Master Agreement. The firm had also been involved in the original drafting of the aforementioned agreement.
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Leading lawyers
Andrew Coates
Matthew Grigg
Habib Montani
Capital markets – equity
Clifford Chance
2011 turned out to be a stellar year for the Clifford Chance equity team. A number of key mandates, most notably the Glencore IPO, highlighted that the firm was competing right at the top of the market and critically getting itself on the headline transactions at a time when there were few to be seen....
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2011 turned out to be a stellar year for the Clifford Chance equity team. A number of key mandates, most notably the Glencore IPO, highlighted that the firm was competing right at the top of the market and critically getting itself on the headline transactions at a time when there were few to be seen.
While too much emphasis can be put on the idea that the last 12 months was a turning point for the practice – not least because the firm had a very capable offering beforehand – it certainly thrust them into the limelight and highlighted the firm as the closest challenger to Freshfields and Linklaters. "They are in our top tier for ECM (equity capital markets) work, we're ECM legal here at the bank, we get a range of work and they are in a group of four or five firms who we would use across all deals," says one bank side client, highlighting the firm's flexibility.
Another client, explaining how the firm has evolved in the last few years, specifically mentions how it has used its emerging markets work as a base. "One of CC's strengths is that they are very busy doing a lot of Eastern European and Russian work and generally emerging markets work, Middle East and those kind of places. That's where they started five-six years ago and they have a lot of experience in those type of deals, London listings and so forth. They started with that and built on that and they've been building their UK capacity on top of that."
Adrian Cartwright leads the team in London, which also contains respected names including John Connolly, Ian Hunter and Simon Thomas. A client who worked with Cartwright and Thomas highlights their complementary skills: "Simon is a very detail focused lawyer, he has an incredible work rate, if you have a case with really novel regulatory aspects or really novel points you haven't seen before, Simon is a really good guy to have for that. Adrian's biggest strength is that he's able to lead and manage transactions and to keep relations amongst the various parties going harmoniously and on big deals where you have a lot of big egos it's a massive asset to have someone who's able to stitch all those people together."
Deals
The beginning of 2011, as reported in last year's edition, was a golden period for the firm with mandates including the IPOs of Russian bank NOMOS, Container port operator DP World and advice to the banks on the Glencore dual listing in London and Hong Kong.
Even with the market slump, the Clifford Chance team has continued to work on some impressive transactions. On the bank side Adrian Cartwright and John Connelly worked alongside the Moscow team advising the co-ordinators in the form of Deutsche Bank, HSBC, Morgan Stanley and bookrunner VTB capital on the $500 million listing of Russian mining firm Polymetal on the LSE.
Another Russian linked deal saw a London team led by Cartwright and Chris Walton and a Moscow team consisting of Arthur Iliev and Ramil Fayziev advising the coordinator and sponsor and bookrunner Bank of America Merrill Lynch and fellow bookrunners Mirabaud Securities and Renaissance Capital on the $250 million IPO of oil and gas producer RusPetro in January 2012.
Recapitalisation work has also been on the cards with work including a €653 million rights issue by Banco Popolare di Milano and a €2 billion capital increase by Banco Popolare.
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Leading lawyers
Adrian Cartwright
John Connolly
Iain Hunter
Simon Thomas
Clifford Chance
Clifford Chance under Michael Dakin is beginning to gain greater traction in the market. While the firm is not seen as quite as well established as its magic circle contemporaries, it is receiving very positive feedback from existing clients and will look to build on this in the wider market....
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Clifford Chance under Michael Dakin is beginning to gain greater traction in the market. While the firm is not seen as quite as well established as its magic circle contemporaries, it is receiving very positive feedback from existing clients and will look to build on this in the wider market.
The firm is also taking the initiative with the relocation of Tony Polez from New York and the addition of Fabio Diminich from Latham & Watkins.
Deals
One of the firm's largest deals last year saw it act for Spanish cable operator ONO on a $1 billion senior notes issue. John Connolly, Michael Dakin and George Georgiev acted on the deal.
The firm also advised EQT on the issuance of €202 million in PIK notes linked to the acquisition of Dometic Holdings. Elsewhere the team acted for Heidelberger Druckmaschinen on a €300 million bond.
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Leading lawyers
Michael Dakin
Clifford Chance
Clifford Chance like its closest contemporaries is seen as one of the elite outfits in the market primarily because of the range of products in which it possesses a strong track record. While most firms in the top table possess the required technical skills it is only those in the top tiers with the flexibility to work across all products effectively....
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Clifford Chance like its closest contemporaries is seen as one of the elite outfits in the market primarily because of the range of products in which it possesses a strong track record. While most firms in the top table possess the required technical skills it is only those in the top tiers with the flexibility to work across all products effectively. The size of the team is also a clear strength, with Clifford Chance possessing eight dedicated partners across its group and a specialised trusts team.
The firm works with some of the top investment banks in the city including Barclays, Deutsche Bank, JPMorgan Chase and Credit Suisse.
One strength as highlighted by clients was the synchronisation between transactional and regulatory teams and as one client explains on certain deals this is vital: "I use CC for my regulatory capital optimisation trades, which has a large regulatory aspect and I find that they are the most familiar and most comfortable with those types of deals."
Deals
The firm has been involved in a number of covered bonds related mandates in the last year. One example saw Peter Voisey and senior associate Maria-Isabelle Palacios-Hardy advise UBS and RBS as arrangers on The Co-operative Bank's £3 billion global covered bond programme and the first issuance under it. The deal was secured on residential mortgages.
Another highlight in a similar area saw Kevin Ingram and Renu Badiani working in conjunction with the New York team advising HSBC on the restructuring of its €25 billion covered bond programme which included negotiations with existing bondholders and new issuance of $1.25 billion on the LSE.
The firm also picked up its fair share of securitisation work including Ingram and Adam Craig's advice to Bank of Scotland and Lloyds TSB as originators on the securitisation of $600 million in asset backed floating rate notes by the Penarth Master Issuer. The overarching Penarth Trust is backed by UK credit card receivables. Similarly Emma Matebalavu acted for RBS and NatWest as originators and RBS also as arrangers on a £3.5 billion securitisation issue by Arran Residential Mortgages Funding while Andrew Forryan acted for Paragon as originator of a securitisation of buy-to-let mortgages.
On the cusp of this review period, the firm also advised Northern Rock on a notable RMBS transaction with the subsequent £1.2 billion issuance the first by the bank in its new form.
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Leading lawyers
Stephen Curtis
Andrew Forryan
Neil Hamilton
Kevin Ingram
Peter Voisey
Financial services regulatory – contentious
Financial services regulatory – non- contentious
Clifford Chance
Clifford Chance is at the summit of the non-contentious table thanks to the range of regulatory issues they advise on. The firm provides regulatory support to its derivatives and structured products teams amongst others, which is becoming an increasingly important aspect of any practice....
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Clifford Chance is at the summit of the non-contentious table thanks to the range of regulatory issues they advise on. The firm provides regulatory support to its derivatives and structured products teams amongst others, which is becoming an increasingly important aspect of any practice.
Christopher Bates is still held up as one of the firm's key performers: "They are very knowledgeable. Chris Bates has a wealth of knowledge and is extremely established in financial regulation and the team are very up to speed on the detail of what is going on," says one client.
The firm's global reach is also held out as a key attribute: "We've used their regulatory team in Hong Kong and in Brussels and the experience has been good," says another partner.
Deals
As well as specific stand-alone projects most regulatory partners will act as part of wider teams on transactions and in the M&A space last year Simon Crown provided regulatory advice on M&A deals such as the spin-out of Barclays Private Equity to form Equistone and the Co-operative Group's bid for banking assets put up for sale by the Lloyds Banking Group. New partner Monica Sah meanwhile advised her old employer, or specifically its joint venture Morgan Stanley Smith Barney on the regulatory aspects of its sale of private wealth manager Quilter & Co to Bridgepoint.
The team also undertook a fair amount of work in the funds space. In one example Crown was again involved acting for Apax Partners on the regulatory issues surrounding the raising of the Apax VIII fund, including the potential impact of the Alternative Investment Funds Managers Directive (AIFMD) and cross border marketing issues. Dermot Turing also provided advice on AIFMD this time to Citibank.
In the derivatives space, Chris Bates has been providing advice to ISDA (International Swaps and Derivatives Association) on aspects of the new European Mifid and Emir regulations.
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Leading lawyers
Christopher Bates
Simon Gleeson
Monica Sah
Dermot Turing
Investment funds – private funds
Clifford Chance
Clifford Chance's public M&A team complements well the firm's market leading private equity practice. Daniel Kossoff and David Pearson are often mentioned by peers as the firm's key partners, though the full team is broad and has good strength in depth through its associates....
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Clifford Chance's public M&A team complements well the firm's market leading private equity practice. Daniel Kossoff and David Pearson are often mentioned by peers as the firm's key partners, though the full team is broad and has good strength in depth through its associates.
In terms of geographical strength the firm's broad network is a key attribute. Kem Ihenacho is often highlighted for his expertise in African transactions.
The firm made up both Melissa Fogarty and Caroline Sherrell to partner in its latest promotions round.
Deals
One of the firm's largest deals saw global head of corporate Matthew Layton act alongside Daniel Kossoff and Rob Crothers advising Citigroup on its acquisition of the EMI Group out of administration, one of the largest 'pre-packs' in UK history. Following this the team then advised on EMIs subsequent sale. This saw the recorded music business sold to Universal for £1.2 billion and its music-publishing arm sold to an investor group for $2.2 billion. The mandates alos showed off the firm's international network, drawing in partners from Brussels, New York, Paris, Frankfurt, Tokyo and Sydney.
Elsewhere David Pudge, Joel Ziff and Simon Tinckler acted for RBS on the sale of its subsidiary RBS Aviation Capital for $7 billion. Also on the sellers side, Ziff acted for Delta Holding on its €932.5 million sale of the Delta Maxi supermarkets group to Delhaize.
Finally Kathy Honeywood acted for Mitsubishi on its $5.4 billion acquisition of a 24.5% stake in Anglo American Sur's Chilean copper mining business. The deal also involved the firm's New York team.
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Leading lawyers
Kem Ihenacho
Daniel Kossoff
David Pearson
David Pudge
Clifford Chance
Clifford Chance is still widely recognised as being ahead of the pack in terms of the scope and quality of its team: "I think Clifford Chance are in a class of their own in terms of European private equity," says one peer.The firm's relationships with its client base remain strong and even with the recent hits it has taken to its private funds team, the connections are there: "Clifford Chance has got great clients and are very good at looking after their clients," says another peer....
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Clifford Chance is still widely recognised as being ahead of the pack in terms of the scope and quality of its team: "I think Clifford Chance are in a class of their own in terms of European private equity," says one peer.
The firm's relationships with its client base remain strong and even with the recent hits it has taken to its private funds team, the connections are there: "Clifford Chance has got great clients and are very good at looking after their clients," says another peer.
David Walker is highlighted for what can be a rare quality among department heads, the ability to both lead the team but also find the time to immerse himself in transactions: "He's a very technical guy, he can get down in the weeds in a transaction but he can also take a step back and say, 'does this make sense? Are we doing it the right way?'. He's a strategic thinker as well as being someone who rolls his sleeves up and gets it down," says one and another client agrees: "We don't just want someone who manages a big team, we want the leadership to know exactly what's happening and have insight into every little last detail."
Deals
One of the largest domestic deals of the last year was Carlyle's acquisition of RAC. Head of department David Walker acted, alongside Kem Ihenacho, for the buyers on the £1 billion deal, the largest UK buyout of 2011.
One interesting deal in the finance sector saw Walker act for Barclays Private Equity (BPE) on its spin out from investment bank Barclays Capital and subsequent renaming as Equistone Partners. The deal pulled in partners from Munich and Paris and also involved Nigel Hatfield and Janine Hulsmann from the funds team as the new entity began fund raising. Similar work was undertaken for HSBC with Amy Mahon advising the bank as it sold its global private equity business through a series of management buy outs.
Walker also acted for Equistone in its previous incarnation as BPE on the £119 million acquisition of video content supplier The Mill.
Other buy side mandates last year included Jonny Myers and Ihenacho's work for Bridgepoint Advisors on the acquisition of online cycling retailer Wiggle for £180 million.
On the sell side the team acted for various funds advised by IK Investment Partners on the disposal of portfolio company Magotteaux to Chilean mining conglomerate Sigdo Koppers for €550 million.
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Leading lawyers
Daniel Kossoff
Matthew Layton
Jonny Myers
David Pearson
Simon Tinkler
David Walker
Clifford Chance
The Clifford Chance project finance team has managed to pick up mandates across a broad range of jurisdictions, with Africa a particular speciality. Recent office openings in Casablanca, Qatar and Australia have expanded the firm's reach even further....
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The Clifford Chance project finance team has managed to pick up mandates across a broad range of jurisdictions, with Africa a particular speciality. Recent office openings in Casablanca, Qatar and Australia have expanded the firm's reach even further.
The firm strikes a good balance between bank, borrower and sponsor mandates.
Deals
Two of the largest projects the firm has advised on in the last year or so have both involved port infrastructure. In one, Jeremy Connick and Gavin Teague acted for the lenders including DNB Nord, National Australia Bank and RBS among others on the £1.45 billion financing for phase one of the London Gateway project, a new deep-sea port in the UK designed to better synchronise cargo delivery. The firm also worked for Sword Infrastructure III in regard to both the acquisition of Argos terminals in Rotterdam and relevant to this section the subsequent €200 million financing of the terminal's expansion.
Energy has remained a source of work and despite a perceived downturn in the renewables market, the firm acted on several wind farm deals in the last year, advising banks including RBS and Standard Chartered and on the company side for InfraCo on projects in the UK, India and Cape Verde.
There was an Indian link in the firm's broader infrastructure work as well with Ranbir Hunjan and Vicky Ma advising Standard Chartered and the Infrastructure Development Finance Company in regard to the $350 million financing of a highway project. Similarly David Bickerton and Clare Burgess acted for the European Investment Bank (EIB) on the €623 million financing of the E18-Koskenkyla-Kotka PPP Priority Ten road project in Finland.
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Leading lawyers
Jeremy Connick
Andrew Grenville
Restructuring and insolvency – corporate
Restructuring – debt
Clifford Chance
Clifford Chance like close competitor Allen & Overy has one of the broadest teams in the city and can handle almost any mandates that come its way.While it can sometimes be the case that a broad department can lead to variable quality, clients don't seem to find that with Clifford Chance and are comfortable calling on a number of individuals within the firm....
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Clifford Chance like close competitor Allen & Overy has one of the broadest teams in the city and can handle almost any mandates that come its way.
While it can sometimes be the case that a broad department can lead to variable quality, clients don't seem to find that with Clifford Chance and are comfortable calling on a number of individuals within the firm.
"It was very positive, it was an extremely complicated project involving many different parties, not just banks but also US private placement note holders, sovereign states and various other parties and CC were admirable in their support, they were proactive, they didn't just give us technical legal advice they were always thinking of solutions to try to move the project forwards. They were calm, considered, they brought more people into their team as required. I would find it difficult to fault them actually," says one satisfied client.
Mark Frome leads the team, which also includes well-regarded partners such as Nick Frome, Philip Hertz and David Steinberg, one client who worked with the latter says: "He has a very calm manner, he exudes a lot of gravitas. He was very good at chairing meetings and acting as a conduit between the bank group and the company and its advisors, very good at staying calm and measured."
The firm focuses on advising senior lenders and steering committees, but also does work on the company side.
The firm's brand in itself holds a lot of weight in the market and it can bring heft to negotiations as one client explains: "When you're talking about these multi-million cross border deals, it's a structural thing, people feel more confident with the bigger firms. You don't get a kick in the head for employing Clifford Chance."
Deals
One theme of the last few years has been the increasing use of English schemes of arrangement by foreign companies. Last year one example of this saw the firm acting for the lenders including RBS, HSBC, ING and Barclays on the restructuring of the €3.2 billion debt of real estate company Metrovacesa whose wider restructuring was implemented through a scheme of arrangement. The deal involved teams from Madrid and Paris as well as London, represented by Nick Frome. Similar work was undertaken by Philip Hertz for the senior lenders in relation to the restructuring of spectacles manufacturer Rodenstock and by John MacLennan and Nick Frome for the co-coordinating banks on the restructuring of TeleColumbus.
Another substantial deal and one that has required advice over a number of years was the $16 billion debt restructuring of Nakheel a subsidiary of Dubai World. Mark Hyde led the London team on the transaction, which required advice on the restructuring of debt, Islamic finance and trade creditor liabilities.
Other debt restructuring highlights included advice to the revolving facility lenders in relation to the restructuring of Irish construction materials manufacturer the Quinn Group with Ian White and Charles Cochrane leading the mandate.
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Leading lawyers
Adrian Cohen
Nicholas Frome
Philip Hertz
Mark Hyde
David Steinberg
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