2015 European awards highlights

Author: | Published: 23 Apr 2015
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The region’s most impressive deals, teams and firms from 2014


Allen & Overy was named the international firm of the year at the 16th annual IFLR European Awards on April 16. The firm had lead roles on two winning deals of the year, and took home four team of the year trophies.

The ceremony, hosted at London's Grosvenor House, celebrated the most innovative deals, teams, firms and in-house dealmakers from 2014.

Clifford Chance also enjoyed a hugely successful night, winning three team of the year awards and appearing on three deals of the year. Its French and Romanian offices won their respective national firm of the year categories.

White & Case was another top performer, scooping the most innovative US firm in Europe award after a particularly strong showing in private equity, high yield and project finance.

This year saw the introduction of a new deal and team category for loans. In light of structuring developments from last year, it was clear that loans merited consideration in their own right rather than as part of the debt and equity-linked category. Master Blenders was named the inaugural loan of the year, and Clifford Chance won best team.

IFLR continued with its two individual awards, recognising lawyers and regulators that have excelled in their respective fields. Jonathan Faull, the European Commission's director general for internal market and services, received the contribution to regulatory reform award.

Antonio Garrigues Walker, the recently retired chairman of his namesake firm, was presented with the lifetime achievement award.

In the in-house categories, Goldman Sachs won the best debt team and JP Morgan took home the trophy for the best equity practice.

Orbis and Amref, IFLR's two chosen charities for the night, raised close to £5,000 through a silent auction that ran throughout the night.

All the night's photos are available at iflr.com/Europeawards15

Congratulations to all the winners, the full list starts below.

Firm winners

International law firm of the year

Allen & Overy

L - R: Allen & Overy’s Geoff Fuller, Helge Schaefer, Tony Wang, Erika Singer, Tim Conduit, Valentijn De Boe and Jean-Baptiste Gaudin

The depth and clout of Allen & Overy's financing capabilities was on full display throughout Europe last year. From bond issuances by the Hellenic Republic and UK government, to refinancing Copenhagen's airport and funding Belgium's A11 PPP through project bonds. The firm's notable mandates ran the full gamut of practice areas and countries. Its work regarding the Project Slate, Rock and Salt mortgage portfolios was testament to its ability to lead deals that boost authorities' efforts to revive the European economy.

Most innovative US firm in Europe

White & Case

With a strong showing across a broad range of practice areas covered by IFLR awards, White & Case was the clear winner. The firm dominated the high-yield shortlist, had key roles in the Visma and Avast private equity deals, and showed its penchant for structured project financings in the A11 PPP and A7 Bordesholm-Hamburg Road funding. What's more, the firms' most impressive work is a collaboration between its European offices. The firm is incredibly strong not just in London, but also the likes of Prague, Warsaw and Budapest. All in all, it's one of the most balanced firms working in Europe today.

Individual winners

Lifetime achievement award

Antonio Garrigues Walker

Antonio Garrigues Walker accepts the award from IAG chairman Antonio Vazquez
Antonio Garrigues Walker, recently retired chairman of his namesake firm, is credited with modernising the legal profession in Spain. His vision transformed Garrigues into the country's first international law firm, offering clients a truly global service. He's played an invaluable role in shaping Spain's foreign investment regime, and its position in the broader global economy. He is regarded by many as a role model and a citizen lawyer. He founded the Spanish chapter of Transparency International, is a special adviser to the UN High Commissioner for Refugees, and an honorary member of the American Bar Association.

Contribution to regulatory reform award

Jonathan Faull

Jonathan Faull, director general for internal market and services at the European Commission, joined the authority in 1978. He worked his way up from the starting grade to become deputy director general of competition, worked in the cabinet of the competition Commissioner from 1989 to 1992, and was director general of Justice and Home Affairs from 2003 to 2010.

Faull has steered the direction of the capital markets union policy initiative and has been universally praised for his openness in the consultation process. He welcomes feedback from the market and is happy to argue on points of fundamental detail.


Deal and team winners

Debt and equity-linked

Deal: UK Treasury renminbi bonds

The deal, valued at around £300 million and with a three year maturity, was a trailblazing sovereign issuance for a number of reasons. The terms of the bonds themselves were unique in that they were specifically drafted to follow the terms of the UK Treasury's gilts as closely as possible, rather than previous debt issuances by the Treasury. Because of this, the bonds do not have many of the customary features that internationally offered senior debt instruments have; most notably the bonds have no events of default. This deal had the backdrop of the growing focus on the terms of sovereign debt instruments, following recent sovereign bond restructurings. The bond contained no CAC, possibly to send a message of confidence that the issuer did not need one such was the strength of its credit.

Deal counsel: Allen & Overy; Clifford Chance

Team: Allen & Overy

Equity

Deal: Euronext IPO

The €1.3 billion multi-jurisdictional listing last June was hugely complex, involved double carve outs and multiple levels of regulatory approval. The IPO combined a NYSE-listed selling shareholder endeavouring to complete a 100% IPO of continental Europe's premier stock market platform, itself a very high-profile business. To add to the deal's complexity, Euronext is regulated by four different national regulators and two ministries of finance, each of which was required to approve each step of the carve outs, as well as the IPO and related matters. The IPO involved an unusually complicated structure that included: three stock exchange listings; four public retail offerings; an institutional investor offering, including in the US; an employee offering; and two classes of cornerstone or anchor investors.

Deal counsel: Linklaters; PLMJ; Shearman & Sterling; Stibbe; Willkie Farr & Gallagher

Team: Linklaters

Financial regulation

Team: Clifford Chance

Under the leadership of Chris Bates and Simon Gleeson, Clifford Chance's financial regulatory practice is difficult to fault. Last year it helped a global bank establish a dedicated legal, regulatory group to support a number of its business lines.

It also continued to be closely involved with the activities of many industry bodies, showing its focus on establishing best practice. But it's not just the team's knowledge and capabilities that are worthy of note. "Even among the leading firms, Clifford Chance and its financial practice in particular, does stand out," says one client. "They deliver what the client wants, rather than what they want to deliver, as some firms do."

High yield

Deal: B Communications

Israeli telecoms company B Communications' first internationally marketed high-yield bond to be listed on the Tel Aviv Stock Exchange (TASE) included a unique covenant package, which could open the high yield market to new companies throughout Europe. The $800 million bond was issued by Nasdaq-listed B Communications, which owns a controlling stake in Bezeq, Israel's largest telecommunications provider.

Until now, the up to 25% withholding tax on interest income for non-Israeli bondholders had essentially prevented Israeli companies from accessing the international high-yield markets directly out of an Israeli issuer.

In a market-first, the bond was listed on the TASE enabling it to benefit from no withholding tax on interest income for non-Israeli investors.

Deal counsel: Carter Ledyard & Milburn; Fischer Behar Chen Well Orion & Co; Hogan Lovells; Latham & Watkins; White & Case; Yigal Arnon

Team: Latham & Watkins

Loan

Deal: Master Blenders

The $10 billion financing for the combination of the coffee business of Mondelez and DE Master Blenders 1753 (DEMB) is one of the largest-ever financed through Yankee loans. It used an unusual joint venture (JV) arrangement used and the extended time period required to complete the transaction. The Mondelez/DEMB venture will comprise businesses in more than 20 non-US jurisdictions, and is required to weather intense attention from multiple regulatory bodies. The JV is being funded in a unique two-step structure. DEMB made its contribution in 2014; Mondelez will contribute its assets this year, after the proposed joint venture receives regulatory approval in various jurisdictions.

This, coupled with the multiplicity of jurisdictions and regulatory bodies governing their holdings, meant that the counsel involved had to craft an appropriate loan agreement that accommodated a staggered two-stage funding, along with complex intercreditor arrangements.

Deal counsel: Bech-Bruun; Chiomenti; Garrigues; Herbert Smith Freehills; Loyens & Loeff; NautaDutilh; Skadden; Weil Gotshal & Manges

Team: Clifford Chance

M&A

Deal: Goldman Sachs-led consortium/Dong Energy

The Danish public and parts of its parliament were reluctant to see a Goldman Sachs-led consortium take an 18% stake in state-controlled Dong Energy. Yet Dong needed capital, and a cleverly structured investment arrangement made the deal happen. Gaining approval from the ministry of finance was a feat; one party to the coalition government left in objection. While convincing the government was one thing, appeasing the new investors was also an achievement.

The three parties were keen to create certainty over the occurrence of a liquidity event. This was achieved through some of the most complex exit rights and put options the market has seen.

They were cleverly structured in a way to incentivise all parties to work towards an initial public offering, rather than placing too much pressure on the put option alternative.

Deal counsel: Accura; Davis Polk & Wardwell; Lett; Plesner; Sullivan & Cromwell

Team: Allen & Overy

Private equity

Deal: Cinven, Hannover Re/Heidelberger Leben

Cinven became the first private equity firm to crack the lucrative German life insurance sector, convincing Bafin that PE's typically short-term investment strategies – and leverage finance techniques – are appropriate for these targets. In partnership with Hannover Re, it acquired Heidelberger Leben from Lloyds Banking Group.

The deal required a well thought-out legal, political and commercial strategy that combined a fund and reinsurer's differing investment styles, assured the regulator that the right individuals would be running the life insurance assets, and a financing that that met with the target's capitalisation requirements. The funding needed to strike a balance between convincing regulators that the structure wasn't overleveraging the insurance policies, but also keeping the lenders happy in knowing they have some recourse if the loan repayments are not met.

Deal counsel: Freshfields; Hogan Lovells; Linklaters

Team: Freshfields

Project finance

Deal: A7 Bordesholm-Hamburg Road

A7 was the first project bond since the start of the recession to attract such a diverse investor base (including insurance companies from the US and mainland Europe alongside KfW and EIB).

It was also the first German PPP (greenfield or otherwise) to benefit from the EIB's PBCE Facility and the first project to close since the introduction of the pilot phase of the EIB's project

Bond Initiative with a mixture of bank and bond debt. While A7 was only one of a number of projects in 2013 and 2014 to utilise the PBCE Facility, this project properly tested for the first time the prod- uct's hypothesis in a complex, multi-sourced financing with construction risk. The A7, particularly through achieving a A3 rating from Moody's and a coupon of less than three percent, best demonstrates the coming of age of the PBCE product.

Deal counsel: Clifford Chance; Freshfields; White & Case

Team: Allen & Overy

Restructuring

Deal: Apcoa

Last year German parking company Apcoa pushed the boundaries of UK scheme of arrangements' use by foreign companies. It became the first debtor to change the governing law of its facilities to gain the UK nexus needed to make use of a scheme. Other non-UK debtors have thought of this for some time, but there were reservations over whether a UK court would accept it. Apcoa took the chance, and it paid off. The tactic left some creditors unhappy, but from a legal perspective it is undeniably impressive. And it created a new way for foreign companies to access UK schemes.

Another innovative aspect of the deal related to class composition. The debtor's counsel successfully argued that despite creditors' different rankings, the maturity extension the subject of the scheme affected all lenders equally. As such, they could vote as a single class, which reduced the risk of the scheme failing for not obtaining 75% approval from each class.

Deal counsel: Ashurst, Clifford Chance, Gleiss Lutz, Hogan Lovells, Kirkland & Ellis, Lett, Linklaters, Ropes & Gray, White & Case

Team: Clifford Chance

Structured finance and securitisation

Deal: Phoenix Park CLO

Last year, Blackstone/GSO established the first collateralised loan obligation (CLO) platform to seek compliance with European risk retention rules by setting up a substantive debt origination business. It helps solve the risk retention dilemma faced by the CLO model, which involves no obvious candidate to hold the five percent stake, meaning managers must take a significant capital charge. The unprecedented solution in this deal was to set-up a fully capitalised originator which acts as free-standing business and has its own debt, equity, strategy and management. The originator warehouses the loans before any decision is made to sell them on to the CLO issuer. The listed-fund structure received a positive response from investors, and the Blackstone/GSO platform's first deal (Phoenix Park) has been followed by at least two more.

Deal counsel: Allen & Overy; Arthur Cox; Herbert Smith Freehills; Ogier Legal Jersey; Weil Gotshal & Manges; Wragge Lawrence Graham & Co

Team: Allen & Overy

National winners

Austria
Wolf Theiss

Baltics
Lawin

Belgium
Stibbe

Czech Republic
White & Case

Denmark
Plesner

Finland
Hannes Snellman

France
Clifford Chance

Germany
Hengeler Mueller

Greece
Karatzas & Partners

Hungary
White & Case

Ireland
Arthur Cox

Israel
Fischer Behar Chen Well Orion & Co

Italy
Chiomenti

Luxembourg
Arendt & Medernach

Netherlands
NautaDutilh

Norway
BA-HR

Poland
White & Case

Portugal
VdA

Romania
Clifford Chance Badea

Russia
Cleary Gottlieb

Spain
Garrigues

Sweden
Mannheimer Swartling

Switzerland
Bär & Karrer

Turkey
YükselKarkinKüçük

Ukraine
Sayenko Kharenko

Bank winners

Debt in-house team of the year
Goldman Sachs

Equity in-house team of the year
JP Morgan