The team at IFLR is delighted to announce the winning deals, teams and law firms for the 2020 Europe awards and to offer our congratulations.
This announcement caps off months of research by the team, accompanied by plenty of discussion along the way between the IFLR journalists and editors who make up the internal judging panel.
The Europe awards recognise legal innovation in cross-border transactions across Europe. To be considered, all deals must meet specific criteria that make them both cross-border and European. They must also have completed in 2019 - we do not include announced or signed deals.
Given the difficult global environment, we are unable to host a ceremony to celebrate the work highlighted below. However, we believe it is as important as ever to recognise the achievements, the legal ingenuity and potential for innovation that the market will depend on going forward.
Please also listen to our first ever awards podcast, where we discuss research highlights and some of the themes that emerged during the process.
Please note: we will be releasing a series of podcasts covering the IFLR awards for Asia-Pacific and Americas and look out for other awards-related podcast interviews in the pipeline. To find out about taking part in a podcast to explore any of your work that appears in the awards please contact: email@example.com
Congratulations to all the winners.
DEALS OF THE YEAR
Debt and equity-linked
Associated British Ports Libor-to-Sonia bond switch
The UK’s biggest port operator ABP was the first sterling borrower to issue new floating rate bonds tied to the Sonia [sterling overnight index average] rate. It was also the first company to amend legacy debt to replace Libor with Sonia, setting a benchmark for the market. This transaction is the seminal deal for migrating legacy bonds into Sonia and established an approach on issues such as the application of a spread adjustment and the treatment of consent solicitation fees. The latter were waived, which presented a key precedent. The consent solicitation was tightly timed to avoid having to create an alternative pricing methodology or an adjustment to the interpolated basis. ABP made the documentation freely available.
Huatai Securities IPO
Huatai Securities is the first Chinese company to offer global depository receipts (GDRs) representing its shares in London and the first to be conducted under the new Shanghai-London Stock Connect scheme, which directly links the Chinese and European capital markets by providing a two-way fungibility mechanism between securities listed in London and Shanghai. The Stock Connect scheme represents the culmination of three years of work by the relevant stock exchanges and regulators. It resulted in the creation of a new segment of the LSE’s main market, with Huatai Securities as its first admission. The listing had to contend with a continually evolving regulatory architecture and interpret and define the scope of the new rules in place.
The $3 billion financing commitment for Bain Capital’s acquisition of Kantar included nearly €1.5 billion of senior secured and senior notes. It was a vast deal, with a long list of unique challenges deriving from it being a carveout from a public company that was operating businesses in 30 countries and managing employees in over 100. One standout innovation was the structuring of a 'dual’ single enforcement point to cater for WPP’s rollover stake. This resulted in separate silos for the US and the rest-of-world portions of the business, including Luxembourg partnerships, Luxembourg companies and US companies as issuers, holding vehicles and providers of third-party security and bespoke rules for cash management between the silos.
KIRKBY, Blackstone and CPPIB / Merlin Entertainments acquisition financing
The bank debt for the acquisition of Merlin comprised euro and dollar term loan tranches, a dollar delayed draw tranche and a sterling RCF [revolving credit facility] tranche, with a cross-border syndication process in Europe and the US. Merlin had two sets of existing bonds, so the lending had to cater for the change of control waiver process over the existing dollar bonds and the introduction of new notes, which at that point were unsecured. This required an innovative evergreen intercreditor agreement to achieve equal and rateable security with the bank debt. The delayed draw mechanism is a new addition to the European markets. The documentation also had to accommodate Merlin’s entire global business.
Gilead Sciences - Galapagos
This is a global first for pharma-biotech: an arm’s-length acquisition of a business and its future business agreed between two listed entities (US and Belgium). It involves Gilead taking an equity stake in Galapagos with the option for a future acquisition in the share structure in the form of two warrants. The structure allows Galapagos to continue developing drugs independently, while giving Gilead an option agreement on any discovery that Galapagos makes. This highly unusual structure required complex corporate, governance, competition, healthcare, licensing and IP structuring. It had to be flexible enough to accommodate Galapagos’ future development and pipeline for any and all products, while providing a framework for how to sell and market future projects globally.
Inmarsat represents a complex public target acquired in a challenging environment. Its key assets are satellites (the deal required space law expertise) and it has contracts with governments and private entities worldwide. Satellites and telecoms are a highly sensitive business area for foreign investment and attract heavy government scrutiny. Inmarsat’s substantial US business required specialist Cfius [Committee on Foreign Investment in the US] and Federal Communications Commission advice. As a public-to-private of a UK-listed company, the PE consortium bidders’ US financing needed to be UK Takeover Code-compliant. It is one of only three deals to have published detailed post-offer undertakings to the UK government. The deal also sets a precedent in overcoming a first-of-its-kind court challenge to the scheme by hedge funds.
IFC / City of Belgrade waste management PPP
This is the first project of its kind in Serbia, which is significant in the context of Serbia’s EU accession plans. It comprises €300 million of nonrecourse project financing to Beo Čista Energija, an SPV [special purpose vehicle] formed by Suez Groupe, Itochu and Marguerite Waste Serbia that has a 25-year public private partnership (PPP) agreement with the City of Belgrade for the Vinča landfill. The project includes a waste-to-energy power plant connected to the national grid and a recycling facility, replacing the existing landfill with an engineered landfill with biogas recovery. It is one of the most significant waste-to-energy projects in Europe, establishing a useful template for other pathfinder projects.
Agrokor’s restructuring was completely unprecedented, huge in scale - there were 8,000 people at the creditors meeting - and highly political. Agrokor accounted for 15% of Croatia’s GDP and owned over 140 companies. Croatia’s government passed an emergency law to address the case and Agrokor was restructured under this new framework, subsequently known as Lex Agrokor. The law is the first of its kind in Croatia, offering the market an interesting precedent. Among the many novel aspects, the new money terms involved a 'roll up’ of new money providers’ existing claims, the law enabled the payment of pre-petition claims to critical suppliers, and there were innovative technicalities to the equitisation of €7 billion of debt.
Structured finance & securitisation
Stenn trade receivables securitisation
This is the establishment and refinancing of a trade receivables securitisation platform. The platform is backed by receivables acquired by Stenn from suppliers and other factoring companies in over 50 jurisdictions. It required analysis of receivables contracts and on-sale agreements in 16 jurisdictions, doubly complicated in refinancing due to intermediary involvement before the receivables are sold to Stenn. The deal included pre-funding mechanics to boost Stenn’s liquidity and accommodated daily sales and weekly and monthly waterfalls. It holds together multiple funding instruments (from senior notes to four classes of mezzanine term notes) through complex intercreditor and borrowing base mechanics. Certain cashflows within the SPV are reserved for particular investors. The structure is also credit insurance wrapped.
RISING STARS OF THE YEAR
Nick Charlwood - Allen & Overy
Nick Charlwood was admitted in 2011 and is part of Allen & Overy’s impressive restructuring practice. He had a key role in the team that advised the formal coordinating creditors committee in the restructuring of shortlisted Steinhoff Group, where, according to a client, "he didn’t bat an eyelid". In another IFLR award-winning project, he helped advise the creditors’ committee on the restructuring of Drydocks World. His experience in China and Hong Kong SAR, along with a recent secondment to Deutsche Bank, make him one to watch. Clients say he is "consistently very good".
James Heller - Baker McKenzie
James Heller qualified in 2013 and is part of Baker McKenzie’s M&A practice. In 2019 he had an involved role as lead associate on Hitachi’s $11 billion acquisition and carveout of ABB’s power grids business. He was also lead associate for the team representing the selling shareholders on the $3 billion sale to Blackstone of dating app business MagicLab. A third notable role saw him again acting as lead associate for Fiera Infrastructure on its acquisition of 50% of Wightlink.
Patrick Kwak - Latham & Watkins
Patrick Kwak is a New York-qualified high yield bond lawyer who obtained his JD in 2014 from Osgoode Hall Law School. He is recognised as one of the rising stars in Latham’s award-winning London high yield practice. He garnered plenty of great feedback through our awards research and was part of the team that advised the syndicate of banks on the Nexi’s 2018 high yield bond offering, which won IFLR’s 2019 high yield deal of the year. He also had roles on the financing of EQT and Abu Dhabi Investment Authority’s acquisition of Nestlé’s Skin Health.
Christina Del Vecchio - Niederer Kraft Frey
Christina Del Vecchio qualified in 2008 and is a recently appointed counsel in Niederer Kraft Frey, with a great deal track record. In 2019 she was instrumental in the IPOs by Stadler Rail and Medacta Group, both on the SIX Swiss Exchange, both of which required an array of complex legal work. Before that she had important roles on other landmark deals including the IPO of SIG Combi Block in 2018 and Johnson & Johnson’s takeover of Actelion in 2017.
Zeno Grabmayr - Wolf Theiss
Zeno Grabmayr has been with Wolf Theiss Austria since 2012. Among other recent highlights, he took the operational lead on the acquisition and restructuring of Hypo Alpe Adria's SEE banking and leasing business and subsequent IPO on the Vienna Stock Exchange. The matter required extensive cross-border work spanning Austria, Bosnia and Herzegovina, Croatia, Montenegro, Serbia and Slovenia. He also had a lead role advising Miba on its acquisition of a stake in the Austrian battery specialist Voltlabor and DDM Group on the purchase of a portfolio of distressed assets in Croatia from Heta Asset Resolution.
Joel Fischer - Bär & Karrer
Joel Fischer qualified in 2009 and has been a key associate in Bär & Karrer’s financial regulation and finreg contentious practice since 2015. He has an impressive portfolio of very novel work, albeit almost entirely confidential. He has been responsible for managing large cross-border cases involving all manner of financial regulatory issues, internal processes and investigation management. In one long-running case he had oversight of a 25-lawyer team, and he has extensive experience working with regulators in several jurisdictions and has an exemplary track record.
TEAMS OF THE YEAR
Debt and equity-linked
Clifford Chance takes this year’s debt and equity-linked team award. It reflects the firm’s role on ABP’s winning Libor-to-Sonia bond switch, where its lawyers worked with ABP, the banks and other counsel to create a set of documents and conventions that established a benchmark for the market. The team played a key role in delivering RBS’s social bond, a first out of the UK. It also sponsored a wide range of innovative structures across Europe, including UniCredit Leasing’s eurobond, which was a first for Romania and resolved complex English, Italian and Romanian law issues, and finally DNB Bank’s AT1, a very successful Norwegian regulatory capital offering.
The Clifford Chance equity team wins the award this year with a display of versatility across a broad range of transactions. The team provided English and Hong Kong law advice on the winning Huatai Securities’ IPO, which entailed a vast amount of novel legal work under an entirely new listing framework. The firm also advised the banks on the DWF IPO, the first true listing of an international law firm. In a third shortlisted deal, Clifford Chance worked on the German and US law aspects of the blockbuster Traton IPO, which required myriad novel underwriter considerations.
Latham & Watkins
Latham is no stranger to the high yield award and despite tough competition it retains the top prize. The team is on all but two shortlisted deals, which demonstrates how in demand it is and its capacity for one-off deals. The highlights were its work on the acquisition financing packages for Merlin Entertainments and Saszka Group, and the transformational Pinewood Studios offering. The innovation in these deals touches many markets and legal considerations. As well as depth, they required a broad pool of specialist expertise, whether in real estate or in structuring under the UK Takeover Code, US SEC rules or the Greek public tender regime.
Latham & Watkins
Latham & Watkins pipped other firms to the post to win the loans team award. Among the highlights, Latham’s lawyers advised the bank consortium on English, Danish, Italian, US and Luxembourg law in the financing package for the acquisition of Merlin Entertainments: a deal fully syndicated in the US and Europe that required innovative intercreditor arrangements and a delayed draw structure. Latham also advised the banks on a complicated financing for BidFair MergeRight’s acquisition of Sotheby’s. Its transatlantic expertise paid dividends in 2019 and the team proved its mettle.
Clifford Chance has had a great year for M&A in Europe. The firm worked on half of the shortlisted deals, with heavy involvement across its offices in the region. Out of Germany, the M&A team advised Volkswagen on the potentially transformative (for the industry) Gigafactory-Northvolt JV and helped Merck structure an immensely complex and bespoke collaboration with GlaxoSmithKline. The Dutch team guided Caceis through an innovative public offer for Kas Bank, which threaded its way through the DBN and ECB. A team also advised Emirates NBD on its acquisition of Turkey’s Denizbank. Very few firms would have this sort of capacity.
Kirkland & Ellis
The Kirkland & Ellis private equity team once again stood out. The firm had an impressive line-up of lawyers advising a consortium of four global private equity firms, each with an equal voice at the table, on the public-to-private move of Inmarsat, this year’s winning deal. The lawyers covered new ground in many respects, setting down a vital benchmark for UK foreign investments. The team also put EQT in the best position to prevail in a highly competitive auction to buy Galderma Skin Health and advised Blackstone as consortium lead in the acquisition of Merlin Entertainments; both high-impact deals.
There were very fine margins in the project finance category, but Hogan Lovells inched ahead thanks in part to its work on the winning Belgrade City waste-to-energy project. The firm advised the lending banks and the City of Belgrade on the financing package for a first-of-its-kind PPP. As a pathfinder project there were a multitude of new legal considerations. Lawyers also represented the 15 lending institutions financing the UK’s Silvertown Tunnel PPP. The lenders were spread across the globe and collaborated in a complex financing package. The team also advised the lenders on Brookfield's refinancing of a portfolio of 18 onshore windfarms.
Kirkland & Ellis
Kirkland & Ellis follows last year’s restructuring team of the year win with another. The firm played a key role in piecing together the first-of-its-kind restructuring of Agrokor, which wins deal of the year. The firm was also global lead for Galapagos, advising on English, German and New York law. Another team mapped out and documented the Lebara restructuring on behalf of the bondholders. The firm also represented the ad hoc convertible bondholder committee in the Steinhoff restructuring, again providing English, German and New York law support. This shows impressive breadth and deep capacity to find a way through challenging situations.
Structured finance and securitisation
Clifford Chance retains the structured finance and securitisation award. The team worked on five of the shortlisted deals, including the winning Stenn trade receivables securitisation. Other shortlisted deals where the firm played a critical role include two RMBS transactions in England (Syon Securities) and Ireland (Mulcair Securities) and two NPL securitisations in Spain (Prosil Acquisition) and Greece (Eurobank Ergasias). Away from the shortlist, the team created bespoke transactions for LendInvest and Banco Santander Totta and advised on a novel electricity tariff deficit securitisation in Portugal. It was a dominant all-round performance.
Financial services regulatory
Allen & Overy
Allen & Overy impressed throughout 2019. The practice has been in high demand and in response has grown from three to eight partners since 2016. Two new partners joined in 2019, including New York-qualified Knox McIlwain. The team is supported by an extensive network of lawyers. In 2019 Kate Sumpter won best in financial regulation at our European Women in Business Law awards. In 2019 the firm also launched a new global financial services regulatory group. Brexit has been a key area of focus both in terms of regulatory and compliance - where 14 banks purchased a specialised legal toolkit - and transactions.
LAW FIRMS OF THE YEAR
US law firm of the year
Kirkland & Ellis
With team wins for its private equity and restructuring practices, Kirkland & Ellis proved its capacity for innovation across a range of complex and high-impact multijurisdictional deals in Europe. While it would be hard to overlook the firm in these two practices, it also stood out in high yield and had key roles in shortlisted equity capital markets transactions. The transatlantic expertise, as well as depth in practice areas such as healthcare, stood out. The firm was critical in piecing together some of the most challenging and groundbreaking deals of the year, including Merlin Entertainments, Inmarsat, Agrokor, Steinhoff, Galderma Skin Health, Lebara.
International law firm of the year
Clifford Chance demonstrates depth, breadth and geographical clout across the award categories. The firm picked up four impressive team awards, with especially strong performances across the debt and equity capital markets and in structured finance and securitisation, M&A, private equity, and project finance. Its lawyers also had key roles in structuring four of this year’s winning transactions. Offices across Europe, including the UK, Germany, Spain and Benelux took lead roles on some of the most innovative deals covered in the research. The financial services regulatory practice also stands out and continues to take a lead in developing areas.
IN-HOUSE TEAMS OF THE YEAR
The in-house debt capital markets lawyers at NatWest Markets had their work cut out for them last year with the bank’s hefty roles as solicitation agent on the winning Associated British Ports Libor-to-Sonia bond switch; as underwriter on the shortlisted RBS social bond; and as a one of the group of five underwriting banks on the Pinewood Studios £550 million high yield offering. Away from the shortlist, the team also acted as a manager on an innovative green hybrid bond by Engie. It was an impressive showing when pitted against the other heavyweight shortlisted teams.
JP Morgan just about pips its competitors to the post with a series of key roles on high-impact transactions throughout the year. The in-house team supported the bank as one of three leads on the Huatai Securities IPO, which picked up equity deal of the year. The bank also one of four joint global coordinator roles on the Traton IPO, a deal that raised myriad challenging cross-border underwriter questions. Away from the shortlist some of its other key deals included the EQT Partners IPO and the Network International IPO, where the bank acted as one of seven underwriters.
NATIONAL FIRMS OF THE YEAR
It was a competitive market in Austria with several of the key deals on the shortlists relying on complex Austrian law advice. Binder Grösswang takes the national firm award this year. The firm advised Emirates NBD in relation to its acquisition of Turkey’s DenizBank and subsidiary Austrian DenizBank AG, which operates 27 branches in Austria. The firm also provided Austrian-law support to the coordinating creditors committee (banks and funds), informal ad hoc creditors committee (funds), existing facility agents and the facility and security agents in the restructuring of Steinhoff Group. Gilde Buy Out Partners’ sale of Powerlines Group to Engie Indeo was another notable piece of work.
Sorainen wins Baltics firm of the year thanks to an impressive pan-Baltic effort. The firm was Latvian and Lithuanian counsel to the banks on Avia Solutions’s shortlisted high yield bond. It advised JP Morgan and SEB Bank on airBaltic’s bond, one of the first under the new Prospectus Regulation. The transaction made airBaltic the first CEE airline to access the eurobond market. The firm teamed up with the EBRD to produce a foundational paper for a pan-Baltic legal framework for covered bonds. The firm also advised on the first private placement by a public fund in Estonia (Baltic Horizon Fund).
Clifford Chance has a top-class Belgium-law offering across the board. The team advised the coordinating committee of lenders on the restructuring of Euronext Brussels-listed Nyrstar. The case has set precedents for Belgian insolvency law and FSMA (Belgian market regulator). The team advised the buying consortium in the complex acquisition of Euroports, which also included an especially novel financing structure. The team worked on multiple innovative deals for the market, including the sale of Brussels Airport, several PPP financings (Liège Tram and Liefkenshoek), margin loans (Cofinimmo and KBC Ancora) and capital markets deals (the AB InBev tender offer and Solvay bond issue).
Wolf Theiss tested market frameworks in several Bulgarian sectors. In renewables, it advised Alcinda on the acquisition of seven PV projects across Bulgaria. The deal had to consolidate a mix of electricity tariff regimes and different grid access rules. It was structured under new regulations introducing a mandatory sale regime on the power exchange and a framework enabling the Bulgaria’s renewable energy fund system to compensate the difference between the market price and the former tariff levels. These issues required detailed assessments linked to the financing package. In ICT, the team advised ALSO Holding on its complex acquisition of Solytron Bulgaria.
Allen & Overy
The Czech market is always highly competitive but Allen & Overy takes the win this year. The team advised the banks on the unique loan and high yield bond financing behind Sazka Group’s acquisition of Greek gaming and lottery operator OPAP, which is a great example of cross-border coordination between different legal regimes. The team advised the banks on a loan to Bike Fun, the first facility based on the euro short-term rate (€STR) in the Czech Republic. It also helped JP Morgan structure the first subordinated tier two capital bond issuance by a Czech bank (Moneta Money Bank) under the new Prospectus Regulation.
Plesner remains a class act in Denmark. Among notable work, the firm provided Danish law advice on Bain Capital’s acquisition of Kantar from WPP. It acted for EQT and its portfolio company Sivantos on Sivantos’s merger with Widex, a deal that spanned 125 jurisdictions and saw EQT become a co-owner of the combined business. It was one of the most complex M&A transactions ever carried out in Denmark. The firm also advised Zeeland Pharma, the only Danish company dual-listed in Copenhagen and New York, on the first private placement of shares by a dual-listed company in Denmark.
In another competitive market, Roschier scoops the award. Two deals stand out. The firm acted as lead counsel to Helsinki and Stockholm-listed Tieto Corporation on its cross-border statutory merger with Norwegian Evry. It represents the first ever statutory cross-border merger between two listed companies in Finland. Roschier also advised an Anta Sports, FountainVest Partners, Chip Wilson and Tencent consortium on its public offer for Amer Sports Corporation. This is Finland’s biggest cash tender offer and its first large-scale consortium deal. The structure covered novel legal issues, from break-fee escrow arrangements to Hong Kong SAR/Finnish stock exchange coordination.
White & Case
White & Case wins France’s most innovative national firm partly off the back of two shortlisted deals. These are the Verallia IPO and the Société Générale and Mariner Investment Group impact risk transfer. Both break new ground with their approaches to ESG. Verallia’s IPO was the first in Europe under the new Prospectus Regulation. The company placed ESG front and centre of the listing process and structuring and took a novel approach to cornerstone investment. The Mariner deal is a landmark, notable for its size and international scope for a deal entirely under French law. It is also a pathfinder for ESG.
Hengeler Mueller wins Germany’s most innovative national firm of the year for 2020. Among its shortlisted roles, the firm advised Northvolt on the JV with Gigafactory and Gerry Weber’s supervisory board on the company’s restructuring. Hengeler’s M&A practice impressed, with instrumental roles advising Vodafone on its acquisition of Liberty Global's CEE operations, Innogy on its sale by its parent (RWE) of a 76.8% stake to E.ON (an extremely challenging deal) and Deutsche Börse on its complex acquisition of Axioma. The finance team advised JP Morgan on the acquisition financing behind SAP’s acquisition of Qualtrics.
Zepos & Yannopoulos
The pivotal role Zepos & Yannopoulos has played in reshaping Greece’s financial sector through NPL resolution is undeniable. For context, Greece’s four systemic banks, plus one mid-sized bank, held €106.5 billion in NPEs in March 2016, and nearly €82 billion in December 2018 (against a GDP of €191 billion). This makes NPL resolution a key systemic issue. Zepos has been pioneering with regards to the Greek securitisation law and has orchestrated numerous firsts. 2019 was again illustrative of this, where the firm was instrumental in the Piraeus Bank - Intrum transaction, acting for Intrum, and advised Eurobank Ergasias on its NPL mortgage securitisation.
It was a competitive market for Hungary but Dentons again takes the win. Among its notable work, the firm advised Vascular Plazma Group on the sale of a 100% stake in Vascular Plazma Kft to Shire International through a competitive auction process. The firm also advised K&H Bank and OTP Bank on three long-term project financings for solar park portfolios in Hungary. The pathfinder projects are built by ReneSola. The financing entailed complex work on the security granted to the lenders. The two K&H-financed projects became cross-collateralised, resulting in a cross-guarantee agreement with over 30 parties.
A&L Goodbody and Arthur Cox stole the show in the Irish market, but Arthur Cox takes the accolade. The team played a pivotal role in Henderson Park’s acquisition of Green REIT, the restructurings of Ballantyne Re and Asia Pulp Paper Group, and the Eurobank Ergasias NPL mortgage securitisation. It also worked on Stenn’s trade receivables securitisation, Merlin Entertainments’ high yield bond and the Mulcair Securities securitisation. Other notable transactions included structuring an innovative phased buyback programme by CRH, the Dutch auction tender offer by Johnson Controls, the restructuring of Weatherford Group, and the Epiris/IFG Group takeover.
Fischer Behar Chen Well Orion & Co
The FBC & Co team was instrumental in the landmark sale of Leumi Card, where it represented Bank Leumi and the Azrieli Group on its sale to Warburg Pincus as well as on the unique block trade sale by the State of Israel of its remaining stake in Bank Leumi to Citigroup. In another highly regulated field, the firm advised Centerbridge Partners and Gallatin Point Capital on its acquisition of insurer Phoenix Holdings from the Delek Group. The firm played key roles on the IPO of the Tel Aviv Stock Exchange, the bond offering by Strawberry Fields REIT, and a complex mezzanine syndicated financing to Ithaca Energy.
Latham & Watkins
Latham & Watkins Italy led on at least two landmark transactions. The team advised Carlyle Group on the M&A, financing, competition and regulatory aspects of its €1 billion acquisition of aerospace and defence company Forgital. The deal required approval from Italian and French authorities under the 'golden power’ regimes and the financing bond constituted the first ever Italian co-issuer structure, designed to facilitate an offering into the US. The firm also advised Bain Capital Credit on a first-of-its-kind distressed investment into Giuseppe Bottiglieri, in which Bain assumed all the target’s liabilities. The deal entailed several unprecedented aspects and set a new market standard.
Arendt & Medernach
Still fresh after 30 years of practice, Arendt & Medernach worked on four shortlisted deals. This complements its other pioneering work in the crypto and funds spaces. One European landmark deal saw the firm advise the joint lead managers on the EIB’s €STR bond. The firm helped advise Bain Capital on the financing package (bond and loan) for its acquisition of Kantar and served as local counsel to the ad hoc group of senior unsecured notes in the Galapagos restructuring. Other deals saw the firm advise Finerge Group on a complex refinancing and the sellers on the sale of Euroports.
NautaDutilh is no stranger to this award. In 2019 the firm provided Dutch law advice on two shortlisted transactions. These were the financing of Bain Capital’s acquisition of Kantar from WPP and the restructuring of Lebara, where the firm’s expertise was critical in leading the bondholders and Dutch courts through a relatively untested enforcement process. Other standout work saw the firm advise De Volksbank on a debut €500 million green bonds issue. A team also advised Blokker Holding on its sale to the current CEO Michiel Witteveen. This employed complex payment mechanics which comprised uniquely ringfenced and strictly timetabled, tranched payments.
Top-tier firm Thommessen wins the 2020 national firm award for Norway. The firm worked on Vår Energi's acquisition of ExxonMobil's upstream Norwegian assets, which entailed novel handling of the seller’s secondary liability for decommissioning through a guarantee between Vår Energi and ExxonMobil Norge’s Dutch parents. Thomas H Lee Partners’ acquisition of AutoStore include features such as soft-stapled W&I [warranties and indemnities] insurance and acquisition financing, and a locked-box mechanism with no post-closing purchase price adjustments. The firm was also lead counsel in Kongsberg Gruppen’s acquisition of Rolls-Royce Commercial Marine; a carveout from the Rolls-Royce Group that involved direct transfers in around 15 countries.
The Polish market is incredibly competitive and dynamic, but Clifford Chance wins the 2020 firm award. The team advised Bank Millennium on its agreement with Société Générale for the acquisition of Euro Bank. The transaction breaks with standard banking sector M&A structures, which usually involve spinning off the target’s CHF portfolio into a separate company that is kept by the seller post-transaction. The firm also advised OTL Group in its restructuring. This included bilateral standstill-type agreements with lenders and bondholders, a new series of secured bonds, a first-of-its-kind rollover procedure negotiated with the Polish National Depository for Securities, and a first-of-its-type intercreditor agreement the lenders.
Morais Leitão Galvão Teles Soares da Silva & Associados
Morais Leitão sponsored an impressive range of deal innovations in 2019. The firm advised Banco Comercial Português (Millennium bcp) on the first AT1 issue by a Portuguese private bank. It worked on the Republic of Portugal’s inaugural panda bond issuance, making it the first eurozone sovereign to issue Chinese law-governed debt. The firm advised Portugal-listed Inapa on its acquisition of Papyrus Group in Germany, which featured a novel price structure, and Fundação Calouste Gulbenkian on the sale of Partex to PTT Exploration and Production (PTTEP), which signs off two years of work. The firm also worked with Sonae Sierra/Bankinter on establishing the first REIT in Portugal.
Clifford Chance Badea
Clifford Chance Badea wins Romania firm of the year. The team advised joint bookrunners Morgan Stanley and UniCredit on the eurobond offering by UniCredit Leasing Corporation. The deal resolved several complex legal issues and entailed tight coordination across different jurisdictions. Also in the debt capital markets, the firm advised Alpha Bank Romania on the first covered bond programme established in Romania. Other notable transactions included REWE’s acquisition of the travel agency arm of Eurolines Romania and AEW’s sale of two key real estate assets, which required in-depth work on the financing mechanisms.
Herbert Smith Freehills
Herbert Smith Freehills CIS put in an impressive show in 2019. One of its highlights was advising Sberbank of Russia on the sale of Denizbank to Emirates NBD though its disposal of a 99.85% stake; a true landmark transaction for the Russian and Turkish markets. The team advised VTB Bank on its acquisition of RTC Group (Rustranscom) and acted for Familia, Goldman Sachs, Baring Vostok and two founders on the sale of a 25% stake in Familia to TJX. It is the first large US PE investment in a Russian consumer retail business since the imposition of western sanctions and involved 275 stores in 90 Russian cities.
There was again a competitive Spanish market, with innovative work across the spectrum. Garrigues provided the Spanish law piece for Bain Capital’s acquisition of Kantar and served as Spanish advisor to the sponsor in the groundbreaking Prosil Acquisition NPL securitisation. A highlight in the securitisation market saw Garrigues advise Banco de Sabadell on a consumer loans securitisation through a Spanish fondo de titulización. Sabadell was originator and seller and the deal marked the first securitisation in Europe of consumer loans in which all the tranches of the securitisation were sold publicly. The transaction resolved a vast number of complex legal issues.
Vinge advised the underwriters on Vattenfall’s debut green bond, the first listing of bonds under a Swedish EMTN programme on Nasdaq Stockholm. Vinge was also lead counsel to EQT on its IPO, which included several innovative features (for example, a tailored five-year lock-up). The firm advised Lendify on the market’s first variable funding notes issue, which was also the first Swedish securitisation under the EU Securitisation Regulation. The team advised real estate company SBB on its public offer for Hemfosa Fastigheter, which used a novel consideration mix of share classes and bridge-to-bond financing.
Homburger takes the win this year. Among the highlights, the firm acted as global lead to Credit Suisse on its bail-inable notes and advised Ernst Göhner Foundation in relation to the acquisition of Panalpina Group by DSV. The firm’s influence spanned the practice areas, with other notable deals including Roche’s $7.5 billion Swiss-law governed revolving credit facility and UBS’s tier one capital notes, the bank’s first tier one/tier two regulatory capital instruments placed in the US. The firm advised Therachon on its acquisition by Pfizer. A team also helped Amun structure a novel cryptocurrency-linked collateralised exchange traded product.
Esin Attorney Partnership, member firm of Baker McKenzie International
Esin wins the 2020 national firm award for Turkey. Three deals stand out. The firm advised BNP Paribas Fortis on Turkey’s first ever sustainability-linked loan, which was provided to Turkcell. It acted for a vast consortium of lenders on the Turkey Wealth Fund's (TWF) €1 billion term loan syndication. This was a vitally significant financing for Turkey, and it had to navigate challenging public laws relating to TWF's legal status, legal restraints applicable to TWF's debt, and a treasury guarantee. Perhaps a highlight was the firm’s role advising Saudi Telecom Company (STC) on the restructuring of Türk Telekom (shortlisted), which covered many new legal aspects.
Sayenko Kharenko kept up its pursuit of innovation in 2019 while growing its senior team and launching a thinktank to develop legal services. Among its highlights, the firm advised Orexim Group on the sale of its grain terminal business to Korean corporate PIC, along with the establishment of a JV for the terminal. The deal comprised several novel considerations and mechanisms for the Ukrainian market: the terminal was in early-construction phase; there were both locked-box and completion account features, and a quasi-W&I insurance mechanism was developed. The firm also advised Ukraine’s Eximbank on a novel issue of subordinated loan participation notes.