European awards

Author: | Published: 1 Apr 2005
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European Law Firm of the Year  

Andrew Carmichael (Linklaters), Leonard Birmingham (Harneys),
Rob Mannix (IFLR)

Linklaters 

Linklaters was the only firm to be short-listed in every category of IFLR's European Awards this year, winning in four.

In equity, Linklaters enjoyed a typically busy 12 months and showed the strength of both its US capability (on the SEC-registered Air France deal, for example) and its local network. The firm's domination of convertible and exchangeable bond issues approached a monopoly. And its work on transactions such as Gazprom's monetization of gas receivables shows how the firm's securitization team has progressed in recent years.

In mergers and acquisitions, highlights included roles on Sanofi-Aventis, Interbrew-AmBev and Canary Wharf. In project finance, Linklaters won a number of key mandates, particularly in the PPP and infrastructure areas, and in restructuring the firm drew on its securitization expertise to advise on the groundbreaking Welcome Break restructuring. 

The runners-up for this award were: Allen & Overy, Clifford Chance, and Sullivan & Cromwell.

Equity Team of the Year 

Hasnen Varawalla (CSFB), William Plapinger (Sullivan & Cromwell),
Rob Mannix (IFLR)

Sullivan & Cromwell 

Sullivan & Cromwell acted on four of the seven transactions nominated for IFLR Equity Deal of the Year, making the firm the winning Equity Team for the second time in succession. Sullivan & Cromwell advised the underwriters on IFLR's Equity Deal of the Year (Belgacom) and on Deutsche Postbank's somewhat more fraught offering, accommodating a last minute change of heart from clients as the deal was switched to include an exchangeable offering with just two days' notice.

Sullivan & Cromwell won the equity team award last year largely for its work on the innovative structuring of France Télécom's 2003 rights offering, which included an auction among underwriters for the first time. In 2004 the firm's continuing work with France Télécom required further innovation, as lawyers from the firm adapted the auction process to an IPO transaction on PagesJaunes in July. Finally, the US firm acted for the lead managers alongside Slaughter and May and Arthur Cox on eircom's €809 million deal, which was sold into the US under Rule 144A. 

The runners-up for this award were: Cleary Gottlieb Steen & Hamilton, Linklaters and Shearman & Sterling.

Debt and Equity-linked Team of the Year 

Michael Evans (IFLR), Cliff Dammers (International Primary Market Association), Adrian Deitz and Rick Ely (Skadden Arps Slate Meagher & Flom)

Skadden Arps Slate Meagher & Flom 

Although Linklaters dominated convertibles and exchangeables and Latham & Watkins had a fantastic year in high yield, it was Skadden Arps Slate Meagher & Flom that advised on the greatest diversity of debt and equity-linked transactions in 2004.

The firm had a lead role on one of the most innovative Tier I capital deals of the year, Rabobank's multi-tranche, multi-currency issue. Skadden also advised on SEAT Pagine's high-yield bond, which broke new ground in the European market in terms of size. The €1.3 billion ($1.7 billion) deal had to be structured to cope with an evolving body of Italian corporate and tax rules, while simultaneously being the first high-yield bond involving an Italian listed guarantor. In addition, Skadden advised the banks on Findexa's attempt to bring high-yield dividend shares, known in the US as income depositary securities, to Europe. A hybrid of debt and equity, high-yield dividend shares are used as a substitute for an initial public offering with the advantage that they are treated as debt for tax purposes. Meanwhile, through its market-leading Paris office, the firm advised French reinsurer SCOR on its €180 million convertible offering. Skadden also acted on Grove finance, a complex monetization of a multi-tranche, equity settled receivable linked to BP's joint venture with TNK in Russia. 

Other nominees for this award were: Cleary Gottlieb Steen & Hamilton, Freshfields Bruckhaus Deringer, Latham & Watkins, and Linklaters.

Securitization Team of the Year 

Peter Taylor (Clifford Chance), Daniel Whitehead (BNP Paribas), Rob Mannix (IFLR)

Clifford Chance 

Being ubiquitous is the key to Clifford Chance's success in the securitization arena, but the firm would not be so dominant if it were not so good. In 2004 Clifford Chance extended its lead in the market in terms of the volume of deals, and also managed to advise on many of the most interesting transactions.

On Land Securities Clifford Chance put together the sliding scale covenant package that allowed the company to lower its cost of capital and refinance its borrowings, while for longstanding client MBNA the firm took European master trust structures to a new level of flexibility, structuring an issuance platform that brought securitization into the mainstream finance market.

Outside the UK, Clifford Chance advised on Explorer (the Portuguese government's groundbreaking securitization of delinquent social security payments) and on most of the biggest Italian securitizations. The firm also helped develop the London loan origination techniques used in the Marlin pan-European CMBS deal to mitigate European local law problems. 

Runners-up were Allen & Overy, Freshfields Bruckhaus Deringer, Linklaters, Mayer Brown Rowe & Maw, and Slaughter and May.

M&A Team of the Year 

Michael Evans (IFLR), Atilla Ilkson (Merrill Lynch), Olivia McKendrick, John Lane (Linklaters)

Linklaters 

Four of this year's short-listed M&A deals featured Linklaters in a major role. The firm acted for the buyer on three, advising Sanofi-Synthélabo on its headline-grabbing €57 billion ($75.3 billion) takeover of Aventis, Interbrew on its merger with AmBev, and Goldman Sachs as part of the Songbird consortium that bought Canary Wharf. In the fourth, Centrica benefited from the firm's advice as it sold The Automobile Association to CVC Capital Partners and Permira for £1.75 billion ($3.36 billion).

Meanwhile, in Germany's largest ever private equity deal, the firm acted for Fortress on its €3.5 billion acquisition of Gagfah, the German federal housing business. A team spanning Bucharest, Prague, Luxembourg and London acted for the winning consortium on its purchase of Bulgarian mobile operator MobilTel EAD for €1.2 billion, the largest leveraged buyout in central and eastern Europe. And Linklaters also advised Industriövaltnings AB Kinnevik on its merger with Invik & Co, the first statutory merger between two Swedish listed companies. 

Also short-listed were Clifford Chance, Freshfields Bruckhaus Deringer, Herbert Smith, and Slaughter and May.

Project Finance Team of the Year 

Peter Castellon (Citigroup), Ken Baird (Freshfields Bruckhaus Deringer),
Rob Mannix (IFLR)

Freshfields Bruckhaus Deringer 

The Freshfields project finance team acted on a number of politically sensitive and financially complex deals in 2004 and showed the breadth of its expertise with roles on a variety of projects from different sectors. The firm acted for the seven export credit agencies on the BTC pipeline deal (IFLR's Deal of the Year) and also advised on the short-listed Offenbach schools project.

Quick work on the M6 motorway project in Hungary ensured that the deal reached financial close in just four-and-a-half months. Freshfields advised the project company, which began work while the financial arrangements were still being negotiated. The firm also advised on the €360 million Zagreb-Macelj toll motorway in Croatia. 

Other nominees for this award included: Allen & Overy, Clifford Chance, Linklaters, Sullivan & Cromwell, and White & Case

Restructuring Team of the Year 

Michael Evans (IFLR), Andrew Case (Morgan Stanley), Mark Poulton and Philip Hertz (Clifford Chance)

Clifford Chance  

A good year for the Clifford Chance team featured as its high point the British Energy restructuring. The £16 billion ($31 billion) deal, which saw the company and its creditors resist attempts by US hedge funds to unwind the restructuring, represents the UK's largest ever corporate restructuring and the culmination of three years' work. Other significant work included acting for Meridien in relation to its negotiations with various financial stakeholders. At present the firm is also advising one of the US bank creditors of the Parmalat Group. 

To win the award, Clifford Chance faced competition from Allen & Overy, Bingham McCutchen, Cadwalader Wickersham & Taft, Freshfields Bruckhaus Deringer, and Linklaters.

Equity Deal of the Year 

Michael Evans (IFLR), Yves Herinckx (Clifford Chance), William Plapinger (Sullivan & Cromwell), Hunter Baker (Skadden Arps Slate Meagher & Flom), Fernand Keuleneer (KS4V), Sebastian Sperber (Cleary Gottlieb Steen & Hamilton), John Lane (Linklaters)

Belgacom 

Belgacom's €3.6 billion initial public offering (IPO) last year has been described as possibly the last big privatization from old-Europe. Strategic investors led by ADSB Telecommunications raised close to €5 billion through the offering and a concurrent share buyback by Belgacom. Their exit brought up the politically sensitive issue of pension entitlements, a concern close to the heart of Belgium's recently elected government. After intense negotiation, ADSB struck a deal whereby Belgacom transferred all pension obligations to the Belgian state with a top-up payment of €5 billion.

The offering was the largest IPO in Belgium, the largest in Europe since 2001 and the largest in the world in 2004. Its success among both institutional and retail investors was also achieved despite the occurrence of the Madrid train bombings mid-way through the roadshow.

Linklaters advised Belgacom on US and Belgian law. Skadden Arps Slate Meagher & Flom advised ADSB on US law. Keuleneer Storme Vanneste Van Varenbergh Verhelst advised the selling shareholder on Belgian law. US legal adviser to the underwriters was Sullivan & Cromwell, alongside Clifford Chance as Belgian counsel. Cleary Gottlieb Steen & Hamilton acted for the Belgian state.

Debt and Equity-linked Deal of the Year 

Kevin Muzilla (Milbank Tweed Hadley & McCloy), Tom Siebens (Milbank Tweed Hadley & McCloy), Carl Braun (chief legal counsel, Cognis), Bryant Edwards (Latham & Watkins), Christian Bunsen (Freshfields Bruckhaus Deringer), Rob Mannix (IFLR)

Cognis 

The first US-style second lien financing by a European borrower came in May, as part of German chemicals company Cognis's €2 billion leveraged recapitalization to fund a €330 million distribution to the company's private equity fund owners. The recapitalization used an innovative three-tiered debt structure, made up of a traditionally syndicated senior European credit facility, €345 million of subordinated high-yield bonds and €400 million of US-style second lien financing.

To attract US hedge fund investors the paper was contractually senior in right of payment rather than contractually subordinated, unlike typical European deals. In return for this improvement in insolvency rights the funds lent at lower rates than European mezzanine benchmarks, and did not insist on warrants or maintenance covenants. Other companies such as Waste Recycling and Telewest have since used second lien loan structures.

Latham & Watkins advised the arrangers on US and German law. Freshfields Bruckhaus Deringer advised Cognis on German law. Milbank Tweed Hadley & McCloy advised Cognis on US law. 

Securitization Deal of the Year 

Julian Yarr (A&L Goodbody), Michael Evans (IFLR), Peter Taylor (Clifford Chance), William Underhill (Slaughter and May)

Land Securities 

British property company Land Securities used securitization technology in 2004 to refinance and consolidate all of the corporation's borrowing. The company successfully cut its debt-servicing costs thanks to its hybrid securitization platform, combining features of a whole-business securitization with aspects of commercial mortgage-backed deals. This radical reorganization introduced hitherto unseen levels of flexibility, with the borrower's covenant package loosening or tightening depending on the quality of assets in the securitized pool of commercial properties. At the heart of the deal is a security package using flexible covenants to permit Land Securities to move assets in and out of a pool of assets backing the platform. The deal's loan-to-value ratio and interest-cover ratio are the main drivers of change in the covenants.

Clifford Chance acted as transaction counsel, advising arranger Citigroup. Slaughter and May acted for Land Securities. A&L Goodbody advised on Irish law. 

M&A Deal of the Year 

Philippe Lecler (Rambaud Martel), David Sonter (Freshfields Bruckhaus Deringer), Gerard Mazet (Sullivan & Cromwell), Olivia McKendrick (Linklaters), Michal Berkner (Skadden Arps Slate Meagher & Flom), Keith Hyman (Clifford Chance), Richard Shutran (Dewey Ballantine), Michael Walter (Herbert Smith), Liubomir Roglev (Paul Hastings), Tim Portwood (Bredin Prat)

Sanofi-Aventis 

Sanofi's €57 billion mix-and-match takeover of Aventis, the largest acquisition by value in Europe in 2004, was audacious, not least because before the merger Aventis was the world's fifth largest pharmaceutical company, dwarfing fourteenth-placed Sanofi.

After rejecting Sanofi's initial offer, Aventis launched a defence never before seen in France - a warrant connected to a pending US patent ruling on Plavix, Sanofi's leading product. If the ruling went against Sanofi and it lost its Plavix patent (thus damaging its share price), under the terms of the warrant, former Aventis shareholders would be issued with new shares in a subsidiary, Aventis shares in Sanofi would be diluted, and the former Aventis shareholders would be less exposed. Aventis only accepted Sanofi's advances once its offer had been increased by 14%.

Further challenges arose over regulatory capital issues arising from the French concept of presenting bank, where the offeror's bank effectively agrees to pay the offer price if the offeror fails to. The coordination of French tender offer rules with European and US antitrust rules, and the fact that the deal was achieved through three simultaneous offers (in France, the US and Germany), all within the confines of the restrictive French civil code, added to this achievement.

Linklaters, Wachtell Lipton Rosen & Katz, Darrois Villey Maillot Brochier and Arnold & Porter advised Sanofi-Synthélabo. Clifford Chance, Sullivan & Cromwell, Bredin Prat, Paul Hastings Janofsky & Walker, Rambaud Martel and Baker & McKenzie advised Aventis. Willkie Farr & Gallagher and Veil Jourde La Garanderie advised Sanofi's two major shareholders (Total and L'Oréal, respectively). Freshfields Bruckhaus Deringer, Herbert Smith and Dewey Ballantine advised Sanofi's financial advisers, and Skadden Arps Slate Meagher & Flom advised the financial advisers to Aventis. 

Project Finance Deal of the Year 

Michael Evans (IFLR), Fiona Fitzgerald (Allen & Overy), Samuel McKnight (Sullivan & Cromwell), Bernhard Kaiser (Freshfields Bruckhaus Deringer)

BTC Pipeline 

The BTC Pipeline has enormous political significance and will serve as the main east-west energy corridor, carrying one million barrels of oil a day from Azerbaijan to Turkey's Mediterranean coast via Georgia. With a total cost of $3.6 billion, the project required 208 finance documents and literally thousands of signatures from the total of 78 different parties. Georgia underwent a revolution three months before the signing ceremony and Azerbaijan changed government with two months to go. Allen & Overy advised the banks, Freshfields Bruckhaus Deringer advised the export credit agencies. Sullivan & Cromwell acted as financial counsel for the project company and Baker Botts acted as commercial counsel. 


Restructuring of the Year 

Matthew Williams (Cadwalader Wickersham & Taft), Jonathan Proctor (Denton Wilde Sapte), Karl Clowry (Allen & Overy), Jonathan Rushworth (Slaughter and May), Charles Shiramba (Freshfields Bruckhaus Deringer), Daniel Kossoff (Cifford Chance), Mark Poulton (Clifford Chance), Catriona Brown (Weil Gotshal & Manges), John Houghton (Latham & Watkins), Ian Dickson (MacRoberts)

British Energy 

The British Energy restructuring, one of the biggest and most complex of any in UK corporate history, also led to one of the largest new London listings in the past two years. The project combined a number of individually complex deals brought together under a single restructuring. The involvement of nuclear liabilities, for storage, reprocessing and disposal and decommissioning, made the restructuring uniquely complex and sensitive.

The total amount restructured was £16.2 billion ($31 billion): £15 billion of nuclear liabilities and £1.2 billion of debt. The deal was conducted over a three-year period, including the project financing of the Eggborough coal plant in October 2003, the disposal of Amergen in December 2003, EC state aid approval, resolution of bondholder litigation and shareholder action, finalization of the detailed restructuring documents in autumn 2004, and court approval of the schemes with creditors and members, and re-listing in January 2005.

Clifford Chance advised British Energy. Slaughter and May acted for the UK government, and Allen & Overy represented the Eggborough Banking syndicate. Cadwalader Wickersham & Taft advised the ad hoc bondholder committee. Latham & Watkins acted for Deutsche Bank, while fellow US firms Weil Gotshal & Manges and McDermott Will & Emery represented Enron and hedge funds Polygon and Brandes respectively. Ashurst advised Teeside Power, Denton Wilde Sapte acted for the bond trustees, RBS and Total. Freshfields Bruckhaus Deringer advised BNFL and MacRoberts provided Scottish law advice to British Energy. 



   Czech Republic/Belgium/Austria (l-r):
Robert David (Allen & Overy)
Yves Herinckx (Clifford Chance)
Edith Hlawati (Cerha Hempel Spiegelfeld Hlawati)
Rob Mannix (IFLR)

Austrian Law Firm of the Year 

Cerha Hempel Spiegelfeld Hlawati 

Cerha Hempel Spiegelfeld Hlawati excelled in complex capital markets and restructuring deals during 2004, winning the Austrian national award for the second time in a row.

The firm took the lead on one of the largest ever transactions in the Austrian capital markets when Edith Hlawati and Volker Glas advised the Austrian privatization agency ÖIAG on the €1.1 billion block trade of 85 million shares in Telekom Austria. The transaction reduced ÖIAG's stake in Telekom Austria from 47% to 30% and was executed using an auction of underwriters for the first time on an Austrian deal. The firm worked through the night to prepare the deal, in which 100 trading days of share volume was placed within just four hours. 

Belgian Law Firm of the Year 

Clifford Chance  

Clifford Chance's Belgian office has kept a small but very active team working on large and innovative deals; a strategy that has won the firm's second award in a row.

Clifford Chance was involved in the $1.2 billion financing for Brussels airport, advising Royal Bank of Canada and Société Générale. The deal was complicated by the tough regulatory pressures on the target company and the Belgian State's retention of 30% of the company's equity.

Clifford Chance also advised the four global coordinators on the €3.6 billion IPO of Belgium's national telecoms operator, Belgacom. This was one of the largest IPOs worldwide in 2004 and the legal highlight of the year in Belgium, made more difficult by complex pre-IPO transactions involving the transfer of pension liabilities. 

Czech Law Firm of the Year 

Allen & Overy 

In the Czech Republic Allen & Overy worked on the first high-yield corporate issue by a Czech entity, advising JP Morgan Europe on all the Czech, English and Dutch law aspects of the €365 million Oskar Mobil refinancing. The six-times-oversubscribed transaction comprised a €325 million high-yield bond issue and a multi-currency €40 million syndicated loan.

Allen & Overy also advised the country's largest lottery company, SAZKA, on its €175 million high-yield bond to finance the construction of the sports stadium Sazka Arena. The transaction was the first Luxembourg stock-exchange-listed high-yield bond by a central European issuer. 



   France/Denmark/Finland (l-r)
Colin Mercer (Gide Loyrette Nouel)
Lennart Simonsen (Roschier Holmberg)
Jørgen Reimer Jensen (Bech-Bruun Dragsted)
Michael Evans (IFLR)

Danish Law Firm of the Year 

Bech-Bruun Dragsted 

Bech-Bruun Dragsted advised SBC Communications on Danish law aspects of the company's €2.4 billion disposal of its interest in Danish telecoms provider TDC. The offering of shares was carried out in several markets and the shares are listed on both the New York and Copenhagen stock exchanges. The disposal, which was achieved by way of two accelerated book built offerings and a share buyback, required complex regulatory coordination because of the dual US-Danish listing.

Bech-Bruun also advised Iceland's largest bank, Kaupthing Bank, on its €1.3 billion acquisition of FIH Bank, the third largest corporate bank in Denmark, which was the largest bank buyout in Denmark's history. Other outstanding work by BBD included the firm's role in advising Elsam on the Danish electricity company's debut €1.5 billion bond issue. 

Finnish Law Firm of the Year 

Roschier Holmberg 

Real estate finance provided some of the highlights of a busy year for Roschier Holmberg in Finland. The firm acted for Hypo Real Estate Bank in the €350 million financing of retail acquisitions from Ilmarinen, a deal that was the largest cross-border real estate transaction in the country. Roschier also advised arrangers Citigroup and Nordea Securities in the first Finnish commercial property securitization.

On the capital markets side, the firm acted for underwriters Alfred Berg, ABN AMRO, Rothschild and Nordea in the first Finnish IPO since 2000. The €300 million offering by Kemira GrowHow was also the only IPO to list on the Helsinki Stock Exchange last year.

Roschier's M&A department also enjoyed a successful 2004, acting for bidder Schibsted in its €705 million public tender offer for Alma Media. The offer was the largest of only two public tenders announced in Finland during 2004. 

French Law Firm of the Year 

Gide Loyrette Nouel 

The securitization team at IFLR's French law firm of the year acted for Crédit Foncier de France on the first synthetic securitization in France backed by residential mortgages using the PROVIDE platform sponsored by Kreditanstalt für Wiederaufbau (KfW ). Gide's structured finance partners also acted as transaction counsel to Natexis Banques Populaires in a €1.75 billion mortgage backed securitization. This Paris-listed deal was the first securitization in France refinanced through the issue of bonds by a French mutual debt fund using the new legal and regulatory framework. The firm's project finance team was also involved in some innovative work, such as the El Guerdane Irrigation Project in Morocco.  



   Hungary/Germany/Greece (l-r):
Robert Irving (White & Case)
Silja Kaufmann (Hengeler Mueller)
Tryfon J Koutalidis (TJ Koutalidis)
Rob Mannix (IFLR)

German Law Firm of the Year 

Hengeler Mueller 

Hengeler Mueller wins IFLR's German law firm award for the fourth consecutive year this year. The firm dominated the German market for structured finance, M&A and capital markets transactions in 2004.

Hengeler acted for KfW in the synthetic securitization of €3 billion of Russian receivables by the German government, the first time that a structured bond was issued by a special purpose vehicle in the form of a German limited liability company.

The firm also advised on the first securitization of residential real estate in Germany, acting for Viterra on the securitization of 8,500 residential units.

In M&A, Hengeler was involved in Carl Zeiss's €821 million acquisition of US-listed SOLA International and Blackstone's acquisition of Gerresheimer Glas from Investcorp by way of a secondary buy-out. 

Greek Law Firm of the Year 

Law Office TJ Koutalidis 

The $170 million acquisition of General Bank of Greece by Société Générale was a landmark deal for Law Office TJ Koutalidis last year. Acting for Société Générale, the firm advised on an initial agreement to buy the Greek bank, followed by a block trade, a mandatory tender offer and then a process of restructuring as the French bank merged its own operations in Greece with those of its newly acquired subsidiary.

As the most complete bank acquisition in Greece to date, the deal took place under the close watch of the Bank of Greece as well as the Hellenic Competition Committee. TJ Koutalidis also acted on one of the most innovative capital markets deals in Greece of 2004, continuing a run of mandates on bank capital deals. As adviser to Piraeus Bank, the firm made the bank's regulatory capital deal the fourth Tier I deal on which it has worked, having advised on all three previous deals in the country. 

Hungarian Law Firm of the Year 

White & Case 

The Budapest office of White & Case advised on as many as 35 finance mandates in 2004 totalling over €4 billion in deal value.

In capital markets the firm acted as Hungarian counsel to Magyar Telecom on its €142 million high-yield bond. The firm also continued its representation of the Republic of Hungary's Government Debt Management Agency in connection with its US shelf registration and plans to issue Yankee bonds.

In project finance, White & Case acted for the lead arrangers on the €750 million financing for the M5 motorway. In mergers and acquisitions, the firm acted for Gaz de France on its bid for a group of companies owned by MOL Hungarian Oil and Gas Company.

The firm continues to maintain close ties with clients such as the European Bank for Reconstruction and Development, the AIG New Europe Fund and NHH (the Hungarian telecoms authority). 



   Italy/Netherlands/Ireland (l-r):
Andrea De Tomas (Bonelli Erede Pappalardo)
Andrea Novarese (Bonelli Erede Pappalardo)
David Shearer (Allen & Overy)
Michael Evans (IFLR)
Ronan Molony (McCann FitzGerald)

Irish Law Firm of the Year 

McCann FitzGerald 

McCann FitzGerald's banking and financing departments advised on the establishment of Bank of Ireland Mortgage Bank, the first mortgage sector Irish covered-bond bank, and on the bank's inaugural €2 billion mortgage-covered security issue. The transaction was the first by an Irish bank to use covered-bond legislation introduced in Ireland in 2001. The firm also advised Banca Intesa on the bank's first CDO-squared transaction, which transferred credit risk on a €2 billion portfolio of asset backed securities and CDOs via a credit default swap to an Irish issuer, Vespucci Investments 2004-1 plc. Other highlights included the M&A team's work on Danske Bank's €1.4 billion acquisition of Northern Bank, the largest M&A deal in Ireland in 2004, and the restructuring of TXU Europe Ireland 1 as part of the international restructuring of TXU Europe Energy. 

Italian Law Firm of the Year 

Bonelli Erede Pappalardo 

Italian law firm of the year Bonelli Erede Pappalardo won a lead role advising Italian power company Enel on the €1.48 billion initial public offering of its subsidiary, Trasmissione Elettricità Rete Nazionale (TERNA). The Milan-listed IPO, which represented a disposal of around 50% of Enel's stake, enabled Enel to restructure its interest in TERNA and avoid competition issues.

Bonelli also advised the lead managers on one of IFLR's short-listed equity deals of the year: the €7.6 billion sale of the Italian Ministry of Economy and Finance's stake in Enel. The firm also provided the Italian law opinion to lead managers ABN AMRO, Merrill Lynch and Morgan Stanley on the Gazprom monetization of gas receivables. 

Dutch Law Firm of the Year 

Allen & Overy 

Allen & Overy took the lead role on several firsts in the Netherlands last year. The finance practice acted for ABN AMRO as global coordinator on the first Tier I issue in the Netherlands by an insurance company (Aegon), advised Koninklijke KPN on its €2.125 billion ($2.81 billion) exchange and tender offer (the first exchange offer in the Dutch market), and acted for F van Lanschot Bankiers on the equity offering to finance the acquisition of CenE Bank - the first successful bookbuilt transaction in the Netherlands for many years.

The firm also made its presence felt in the securitization market, with roles on two benchmark deals that will act as blueprints for the future. A&O advised ING Bank on the first stand-alone Dutch synthetic RMBS, and represented ABN AMRO and NIB Capital Bank as joint-lead managers on the first CMBS in the Netherlands, by KFN Office Finance.

The corporate practice had an equally impressive year, acting for ABN AMRO on its disposal of LeasePlan Corporation, and Apax Partners and Cinven on their tricky acquisition of VNU World Directories. The firm also had a hand in a number of restructurings during 2004, most notably that of Hagemeyer. 



   Poland/Norway/Portugal (l-r):
Richard Shutran (Dewey Ballantine)
Rolf Johan Ringdal (BA-HR)
João Soares da Silva (Morais Leitão)
Rob Mannix (IFLR)

Norwegian Law Firm of the Year 

Bugge Arentz-Hansen & Rasmussen  

BAHR's highlight of the year was its role on the $1.5 billion restructuring of the Aker and Kværner groups, advising the companies. This was the largest and most complex restructuring in Norway and involved combining the Aker and Kværner holding companies, selling the shipbuilding businesses and agreeing payment terms with creditors and shareholders.

BAHR was also involved in the complex dual listing of the Guinor Gold Corporation, and Islandisbanki's public tender offer for BN bank, which was closely scrutinized by regulators. In total, the firm's portfolio of mandates in 2004 included over 50 deals worth more than $6 billion. 

Polish Law Firm of the Year 

Dewey Ballantine  

The Warsaw office of Dewey Ballantine maintained its position at the cutting edge of Polish financial law last year. The firm acted as transaction counsel for the US pharmaceuticals company IVAX which became the first US company to list its shares on the Warsaw Stock Exchange, and the first to have a dual-listing in Poland. Dewey Ballantine worked closely with the Polish regulator to rewrite the applicable rules to permit the company's listing and subsequent exchange offer for Polfa Kutno.

The office also advised Citigroup and its Polish subsidiary, Bank Handlowy w Warszawie, on its $437 million exchangeable bond issue. 

Portuguese Law Firm of the Year 

Morais Leitão Galvão Teles 

The merger to create Morais Leitão Galvão Teles Soares da Silva & Associados was the most talked about development in the Portuguese legal market last year, and with good reason. Morais Leitão enjoys some of the best client relationships in Portugal, with eight of the largest 10 corporations in the country instructing the firm on capital markets transactions.

Two of the firm's outstanding deals last year were short-listed for IFLR awards: the €1.7 billion Explorer securitization of unpaid tax and social security payments, and the €795 million Litoral Centro Motorway financing, which was the first project financed motorway in Europe with a variable concession.

Morais Leitão also advised EDP on the acquisition of a controlling stake in Hidroelélectrica del Cantábrico Morais, which was the largest foreign investment by a Portuguese company and included an innovative rights offering to finance the purchase. 



   Sweden/Russia/Switzerland/Spain (l-r):
Jan Dernestam (Mannheimer Swartling)
Sven Krogius (White & Case)
Claude Lambert (Homburger)
Michael Evans (IFLR)
Juan Francisco Falcón (Uría & Menéndez)

Russian Law Firm of the Year 

White & Case 

White & Case in Russia advised on 35% more deals last year than in 2003.

In structured finance, the firm advised Merrill Lynch and CSFB on the $225 million Rosbank bond issue, which marked the first future flow securitization in Russia, and the first securitization of credit card revenues in the country. Its complex structure provided three levels of protection to investors, including a trigger leading to the amortization of the bonds if Rosbank's rating is reduced from its current level.

In M&A the firm advised Norilsk Nickel on the $1.16 billion acquisition of 20% of South African mining company Gold Fields, one of the largest foreign investments ever by a Russian company. 

Spanish Law Firm of the Year 

Uría & Menéndez 

The outstanding deal on which Uría & Menéndez advised in 2004 was the takeover by Santander Central Hispano of the UK's sixth largest bank, Abbey national. At $15.8 billion, this was the largest cross-border retail banking takeover in Europe, and it included the first share exchange offer into the UK by a Spanish bidder. Uría represented Santander Central Hispano.

In securitization, the firm advised on the first public securitization of receivables for the supply of electrical energy in Spain. This was the first deal in the asset class, and was complicated by Spain's energy laws and the need to secure approval for the transaction from the National Energy Commission as well as securities regulators. Meanwhile, in project finance, Uría acted for the European Investment Bank on its €170 million financing of the Pamplona Logroño toll road. 

Swedish Law Firm of the Year 

Mannheimer Swartling 

In Sweden, Mannheimer Swartling acted as lead counsel in the Nordea Group's innovative sale-and-lease-back of its head office buildings in Sweden, Norway and Finland during 2004. The deal was financed almost entirely by the securitization of lease receivables, achieved through the issuance of €775 million of secured floating A+ rated notes. The deal was structured to overcome difficulties created by mandatory tenant protection laws and the absence of legal mortgages in Sweden. The transaction is the first of its kind in the Nordic region.

Mannheimer also won an important role in the continuing consolidation of European stock exchanges. The firm advised the Helsinki stock exchange OMX, in connection with the combination of OMX and the Copenhagen Stock Exchange (CSE). The objective, to develop a common Nordic and Baltic securities market, involved special regulatory considerations, as the target (CSE) would normally approve listing particulars.

The firm also acted for international pharmaceutical company Pfizer in the $450 million sale of the company's surgical ophthalmic business. 

Swiss Law Firm of the Year 

Homburger 

Swiss law firm of the year Homburger consistently won leading roles on the top international transactions in Switzerland during 2004. The firm's Financial Services practice team had a particularly good year, acting as Swiss counsel to Goldman Sachs and UBS on Swiss Life's €300 million bond issue, and BNP Paribas and Merrill Lynch in the €671 million mandatory convertible by Swiss Re.

Homburger's M&A team worked on the hotly contested public company merger of Unaxis and ESEC, the first statutory merger between listed companies in Switzerland to be challenged and successfully defended in public, in shareholder meetings and in court. The team also acted for Synthes on its $1.3 billion acquisition of Mathys Medizinaltechnik's osteosynthesis business.