IFLR Europe Awards 2023: winners announced
IFLR is pleased to reveal the winning deals, teams, law firms and individuals in the 2023 Europe Awards
It was a pleasure to host the European legal community at the Marriott, Grosvenor Square on May 3 to celebrate the winners of this year’s IFLR Europe Awards. Many of the region’s top law firms, banks and corporates were in attendance, and it was great to welcome guests from all corners of the continent.
For the second year in a row, Clifford Chance scooped the prestigious International Law Firm of the Year award, also picking up team awards in Equity, Financial Services Regulatory and Securitisation & Structured Finance.
The night’s other big winners included Allen & Overy, which advised on multiple shortlisted and winning deals. Kirkland & Ellis also enjoyed a successful evening, taking home Private Equity Team of the Year, as well as the coveted US Law Firm of the Year title.
There were awards for the in-house teams from JP Morgan, Goldman Sachs and Mondelēz International, recognising their hands-on roles in innovative deals.
Former Linklaters senior partner – now JP Morgan's co-head of investment banking UK – Charlie Jacobs was awarded this year’s Lifetime Achievement Award, while Climate Bonds Initiative CEO Sean Kidney was the recipient of the Outstanding Contribution to Regulatory Reform Award.
The ceremony caps off months of research into the region’s legal market, drawing on written submissions, and wide-ranging interviews with clients and counsel. The awards showcase the most legally innovative cross-border transactions from across Europe over the past 12 months, as well as the teams and individuals behind the deals. All transactions awarded reached financial close in 2022.
Congratulations to all the winners and all those recognised during the awards ceremony.
Please click here to see photos from the night.
The full list of winners is below:
International Law Firm of the Year
US Law Firm of the Year
Kirkland & Ellis
Lifetime Achievement Award
Charlie Jacobs – JP Morgan
Charlie Jacobs is a former senior partner and chair of Linklaters who, in 2021, became co-head of investment banking UK at JP Morgan.
Charlie was born in South Africa and joined Linklaters in 1990 as a trainee. Over a 30-year career, he rose through the ranks, making partner in 1999, just nine years after joining. In 2016, he was elected chair of the firm and, in this role, he successfully steered 30 Linklaters offices and their 5,500 employees through the pandemic years.
Charlie has left a deep imprint on cross-border dealmaking and legal practice. He is regularly described as a rainmaker and an M&A heavyweight, and is one of the best known mining sector lawyers. He has a deal record second to none, with highlights including Glencore’s $90 billion merger with Xstrata in 2012 and Billiton’s $38 billion merger with BHP in 2001.
He has also been a reference point in the market for his leadership and influence on shaping firm culture. He is recognised for his hands-on approach, balancing management responsibilities with fee-earning work for clients such as Glencore, SABMiller, BHP Billiton and Zain.
Outstanding Contribution to Regulatory Reform
Sean Kidney – Climate Bonds Initiative
Sean Kidney, CEO of the Climate Bonds Initiative, plays a critical role in the continuing evolution of sustainable finance. Working together with the investment and finance community worldwide, Sean has been a driving force in developing the standards and taxonomies, and in advocating for policy and regulatory measures, that underpin green capital flows. He is a member of the European Commission's Platform on Sustainable Finance and was a member of the EU Technical Expert Group on Sustainable Finance.
Sean co-founded the CBI in 2009 and has served as its CEO ever since. Over the past 13 years, the CBI has been instrumental in growing the global green bonds market from $10 billion worth of issuances a year to $1 trillion. Cumulative green bond issuances reached $2.2 trillion at the end of 2022, and the CBI is pushing for an annual issuance of at least $5 trillion by 2025. In working to scale-up capital flows towards green investments and those that build climate resilience, the CBI has retained its position as a trailblazer in sustainable finance.
IFLR Women Dealmakers Hall of Fame
Reena Gogna – Weil Gotshal & Manges
Reena Gogna is a partner in Weil’s London finance practice, co-chair of the firm’s London inclusion committee and a member of its global diversity committee.
Reena represents a wide range of financial institutions on general banking and finance matters, including leveraged finance, debt financings, debt restructurings and refinancings. She recently advised on the innovative PIK financing for Ardian’s acquisition of Biofarma.
In addition to her strong transactional record, Reena actively mentors women lawyers in Weil’s London office, advising mentees on client engagement, and technical and personal development. In 2022, she launched a reverse mentoring pilot in London to build awareness of the barriers that confront BAME associates. She has also led internal sessions on neurodiversity and how to adjust the legal workplace. As chair of the Woman@Weil Committee in London, Reena launched a banking breakfast series with key leading female professionals from private equity, private credit and investment banking, covering topics such as career development, the importance of role models, supportive leadership and mentorship.
DEALS OF THE YEAR
Debt & Equity-linked
Ukraine sovereign / sovereign-guaranteed debt liability management
This year’s shortlist showcases a broad variety of innovations for the debt markets. The EIB’s digital bond was the first euro-denominated bond on a private blockchain using a centralised currency and marks a step towards the digitisation of the European capital markets. It was also a first from a public institution registered on the Luxembourg stock exchange, helping to position the exchange as a venue for innovation. Sanofi’s sustainability-linked bond incorporated novel features, including provisions enabling the KPI and sustainability performance targets to be adjusted in force majeure-related events. Siemens Energy’s convertible bond was a first for the German market, combining a Reg S bond offering with a delta hedge on a 144A/Reg S basis.
The impact of Russia’s invasion of Ukraine was felt across global legal markets in 2022. This year’s winning deal was a consensual private and public sector creditor transaction that provided substantial debt relief to Ukraine. Of strategic importance to the country’s liquidity, the innovative structure plays into the wider development of the legal toolkit available for sovereign debt challenges.
The deal combined four separate but inter-conditional consent solicitations to holders of Ukraine’s outstanding 13 series Eurobonds, sovereign-guaranteed bonds issued by state-owned entities Ukravtodor and Ukrenergo, and GDP-linked warrants. It marks the first time that ICMA’s collective action clauses (CAC) have been used in relation to English law-governed sovereign debt instruments. It was also the first time that direct sovereign obligations were aggregated with sovereign-guaranteed obligations for the purposes of voting under the aggregated ICMA CAC provisions. The deal demonstrates that there is latitude to introduce flexibility into the use of CAC, and provides a potential model for their use in future sovereign debt restructurings.
Latham & Watkins
White & Case
It was a somewhat rocky year for Europe’s equity capital markets, but legal teams still managed to demonstrate their creativity. The shortlist includes the separation via a demerger and subsequent dual-listing of Haleon, formerly a JV between Pfizer and GSK. The equity offering was complicated by a concurrent debt issuance, and the deal was overlayed by complex tax considerations and a global due diligence process. The New Energy One Acquisition SPAC was the first to be incorporated in the UK, raising complexities around distributable reserves, accounting warrants, and overfunding mechanisms, among other novel issues.
The Swiss GDR listings, winner of the IFLR Asia-Pacific Awards Equity Deal of the Year, were a first-in-kind. Building off the London GDR Stock Connect programme, the Swiss regime includes both the Shanghai and Shenzhen markets and potentially sets the template for other European GDR-stock connect programmes.
The winning transaction was one of the headline deals of 2022. Porsche’s IPO marked the first pan-European retail offering to be conducted in six jurisdictions: Germany, Austria, France, Italy, Spain and Switzerland. This demanded significant comparative assessment of retail offer market practices across each retail jurisdiction. The syndicate’s complex structure, alongside the fact that all banks were party to the same underwriting agreement, created challenges in the legal documentation. Legal teams had to consider the order placement structure, the practice of syndicate banks acting through other affiliates, and how to best allocate liability among syndicate members.
The ESG component of Porsche’s equity story was also notable, with Porsche wanting to foreground its commitment to a net-carbon neutral value chain by 2030 in the prospectus. This required both banks and law firms to consider how best to prepare and review the ESG and sustainability disclosure while complying with evolving green disclosure rules.
Allen & Overy
Freshfields Bruckhaus Deringer
Niederer Kraft Frey
Sullivan & Cromwell
White & Case
Against strong headwinds, legal teams managed to close several innovative high yield deals in 2022. Best Secret Group’s bond offering included a market-first intra-deal tap issuance, which launched after the deal had priced. Morrisons Supermarkets’ bond offered a new model for how to approach hung bridge scenarios in a leveraged buyout. The deal included the concept of a declining manager within the commitment papers, giving banks the option to sell debt without needing unanimous consent from within the syndicate.
The winning Fedrigoni bond financed Bain Capital’s joint ownership agreement for Fedrigoni with BC Partners. The deal marked the first time that a cashless exchange settlement option was used in the context of bond acquisition finance.
In order to secure the company’s existing investor base, the existing lenders were given the option to roll over their current investment into a new bond, which was also subscribed for by cash-paying investors. The structure presents a possible solution for tough market conditions, demonstrating an alternative way to deal with illiquidity when raising financing. In addition, the transaction required legal counsel to design a structure that would allow the unwinding of the “rollover” in the case that the acquisition did not complete. This was achieved via a novel structure in which noteholders exchanged their existing notes for temporary notes that would either be automatically exchanged for permanent floating rate notes on completion of the acquisition, or that would be exchanged in a reverse exchange for the original existing notes if the acquisition did not complete.
Kirkland & Ellis
Blackstone – Atlantia
It was a vibrant 12 months for innovation in the loan market. The Access Group set a new high for the European private credit markets, combining the largest club of 13 private credit lenders into a single financing. Delivery Hero blazed a trail for European growth companies in successfully structuring a syndicated term loan for an EBITDA-negative business. The financing of Temasek’s acquisition of Element, and Element’s parallel acquisition of US-headquartered NTS, was a highlight, bringing UK terms into the US market and setting an example for the handling of CFIUS approval. Meanwhile, Novo Holdings set a new bar for ESG, incorporating an unprecedented stretch and conducting a full sustainability due diligence programme. The financing of CVC’s stake in the Ligue de Football Professionnel plays into a pan-European (and Atlantic) trend of PE investment into sports.
This year’s winner was a triumph of intricate structuring and a first for Italy. The financing sat at a crossover between leveraged finance and infrastructure finance and sets a precedent for mega-deals in the Italian market. The key challenge was around the need for Blackstone to comply with Italy’s unique cash confirmation guarantee regime for both the debt financing and equity cushion in its acquisition of Atlantia. The implications of the regime for the funding banks and the syndication strategy that the volatile market demanded, were critical and required layers of bespoke legal arrangements, as well as careful step-by-step coordination with the Italian regulator Consob and with Spanish authorities.
Elvinger Hoss Prussen
Gattai Minoli Partners
Legance Avvocati Associati
Shearman & Sterling
Simpson Thacher & Bartlett
DoorDash / Wolt
This year’s shortlist reached every corner of the European market. Selfridges’s acquisition by a joint Thai-Dutch buyer touched on Europe’s sensitive post-Covid landscape for retail and tackled complex IP, real estate and management issues.
CSL’s acquisition of Vifor Pharma marks the first takeover by an Australian company in Switzerland. It also came with a parallel share placement in Australia and, notably, got the green light from the Swiss Takeover Panel to use US dollars as the funding currency. CPI Property Group / Immofinanz was the first competing takeover offer in Austrian takeover history. Mondelēz International / Chipita was a vast multi-year deal, combining share transfers and in-kind contributions across 22 countries and streamlining a corporate structure from 44 entities down to 10.
One of the highlights in terms of pure legal innovation was the Odyssey – BenevolentAI de-SPAC. The deal had an entirely bespoke structure to account for the requirements of US PIPE investors, the European target and the Dutch and Luxembourg securities regulators. It was the first de-SPAC that the Luxembourg securities regulators (CSSF) had seen.
But this year’s winner is the acquisition of Finland’s Wolt by US-public company DoorDash. The deal was implemented using US-style documentation and had to account for a broad equityholder base holding over 10 different equity instruments. The deal navigated capital market disclosures arising from the application of Finnish, US and Japanese prospectus requirements. Bridging these conflicting regimes may offer similar trans-Atlantic deals a valuable precedent.
The deal was implemented as a 100% acquisition of shares rather than a merger and was executed under Finnish corporate law, as it did not have recourse to Delaware or any other regimes. One of the key innovations was in the structuring of the priority waterfall for Wolt shareholders, which was complicated by Wolt having previously conducted eight equity raising rounds.
Allen & Overy
Skadden Arps Slate Meagher & Flom
Wilson Sonsini Goodrich & Rosati
Clearlake-Boehly / Chelsea FC
This year’s is a diverse shortlist. GIC / Sani-Ikos Group marks the largest European hospitality deal since Covid and the largest inbound investment into Greece in decade. Against this backdrop the deal used bespoke and complicated structures in its shareholders agreement, approach to governance rights and protections to bring together a sovereign wealth fund, a Greek family owner and former Oaktree owner.
Another highlight was the creation of Norstella, which implemented a cross-border Luxembourg/Delaware merger, a bespoke pricing mechanism to account for parallel ongoing acquisitions and the merger of two recently structured incentive plans, with over 10 investor groups in the mix.
Evergreen Coast Capital and Brookfield consortium / Nielsen was innovative in its use of a UK scheme of arrangement implemented through a US agreement governed by US law, finally implemented in the face of opposition to the scheme. The Atairos / Ocean Outdoor take private stands out as an extremely rare example of a UK public takeover effected by way of a BVI statutory merger. The deal had no precedent.
This year’s winner however was the acquisition of Chelsea FC. The transaction sits in the crossfires of Russian sanctions and the rapidly growing trend private equity investment into sports. Russian sanctions triggered the deal, creating an unprecedented deal environment: a sanctioned seller; a target with frozen assets; heavy government involvement; a tightly controlled and accelerated schedule; and high stakes. These elements means that there were no reps and warranties and no future recourse.
While the handling of the implications of the sanctions creates an interesting precedent for study, the deal also represented the first between a PE firm and the English Premier League. The terms of the acquisition from this perspective were also closely watched by sport bodies and PE investors in Europe and the US.
Latham & Watkins
Paul Weiss Rifkind Wharton & Garrison
Pillsbury Winthrop Shaw Pittman
Simmons & Simmons
A3 toll road
This year’s shortlisted financings include Dogger Bank Holdco’s financing for Vårgrønn. The deal speaks to the increasing presence of private credit and direct lending by institutional investors into structurally subordinated financings, and may provide learning for renewable power and infrastructure financings. Key points include the portfolio financing approach, the treatment of construction risk and the creation of a debt platform for future funding.
Other highlights included the Zarafshan Wind Project, Uzbekistan’s first wind power plant, which alongside other innovations incorporated Abu Dhabi’s new ECA (Etihad Credit Insurance), and Provence Grand Large, the world’s first project financed floating offshore wind project. The latter relied on innovative structuring around France’s subsidy regime.
The A3 toll road was the first toll road concession to come up for renewal in Italy that financed on a project finance basis, using a diverse range of debt sources. The result of the deal was Italy’s first toll road concession refinancing with a change of ownership, or first financing of a toll road concession takeover. This entailed the first bidding process of its kind, the first renegotiation of a concession agreement, and the first time an Italian guarantee was embedded into an English-law based facility.
The project deal had to reconcile the takeover process and the requirement for guaranteed financing which left the new concessionaire with a period in which it had all the financing but no asset. This was resolved through the use of a new SPV with direct recourse to the project. The takeout financing took a novel approach in combining an unlisted privately placed tranche and a listed tranche on the Irish Stock Exchange.
Allen & Overy
There is a wealth of legal innovation in this year’s restructuring shortlist. China Fishery Group was the first Restructuring Plan of a non-English entity, thereby testing the jurisdictional limits of the new Part 26A restructuring plan. Opposition created an unprecedented 11-month delay between plan creditor meetings and sanction hearing, which sets an important precedent. Nordic Aviation Capital offers multiple lessons in its resolution of a complex web of siloed financings, with no cross-securities and no intercreditor arrangements to drive a restructuring.
Lion Air’s legal teams had to innovate out of an impossible situation where French bankruptcy rules put a host of empty intermediate SPVs on centre stage and demanded a fully public restructuring of all the highly confidential commercial lease arrangements. Safari Holdings was the first post Brexit restructuring of a European company, which put a long list of assumptions to the test, while Schur Flexibles tested Germany’s StaRUG regime.
The winner is the restructuring of commodities company ED&F Man. The project marks the first ever full debt and equity restructuring under the UK Restructuring Plan, marking a final test for a legal key tool in Europe’s restructuring landscape. The company had a complex capital structure, with two classes of equity and five classes of debt amounting to $1.5 billion. While the holdco was English the business 200 companies in 30 countries.
The restructuring employed a cross class cram down; a deed of contribution to create a ricochet claim, which helped to combine the debt and equity pieces; a novel post enforcement put option; and a mechanism to elevate the new money that was sanctioned by the court.
Akin Gump Strauss Hauer & Feld
Allen & Overy
Barros & Errázuriz
CMS Cameron McKenna
Conyers Dill & Pearman
Creel García-Cuéllar Aiza y Enríquez
Freshfields Bruckhaus Deringer
Norton Rose Fulbright
Structured Finance & Securitisation
B2Holding NPL Securitisation
In a tricky year for the markets, firms from across Europe continued to close a variety of eye-catching deals. The Syco Entertainment securitisation was the first-of-its-kind in the market, leveraging income streams of the IP of media formats in a challenging asset class with limited precedent. Glennmont Partners’ on-balance sheet securitisation was a milestone in green synthetic securitisation and a pathfinder deal for non-bank lenders, highlighting how this kind of securitisation can allow investors to access multiple markets and projects simultaneously. Also pushing boundaries in ESG in securitisation, the Grosvenor Place 2022-1 was the first CLO to be structured using Article 8 SFDR disclosure and reporting.
B2Holding’s winning non-performing loan securitisation required a combination of B2's in house legal team along with an array of legal advisors to both B2Holding as the borrower a well as PIMCO as the anchor financier to work closely together to create a bespoke structure to achieve Oslo-listed B2’s goals and enable them to access a new source of finance.
The deal transaction spanned multiple jurisdictions, including France, Italy, Romania, Bulgaria, Croatia, Cyprus, Slovenia and Serbia.
Legal teams had to be creative in developing a hybrid transactional structure that would work across the varied jurisdictions, as well as accounting for the fact that this type of financing structure was new in a number of the jurisdictions.
The transaction combined several complex structural features and, in addition, necessitated the simultaneous establishment of an entirely new servicing platform, which itself was highly structured to account for the company’s cross-border operational, regulatory and tax requirements. The future-proofed financing structure also includes the optionality of adding new portfolios and funding expenses through a special working capital line.
Karatzas & Partners
TEAMS OF THE YEAR
Debt and equity-linked
White & Case
Latham & Watkins
Skadden Arps Slate Meagher & Flom
Kirkland & Ellis
Allen & Overy
Freshfields Bruckhaus Deringer
Securitisation & Structured Finance
Financial Services Regulatory – Global Firm
Financial Services Regulatory – Regional Firm
Digital Finance Award – Regional Firm
In-house Team of the Year: Corporate
In-house Team of the Year: Debt Capital Markets
In-house Team of the Year: Equity Capital Markets
Market Makers Award
Alexander de Daranyi
Market Makers Award
Market Makers Award
Barbara Fiorini Due
Market Makers Award
Joe Scrace – Davis Polk & Wardwell
Sarah Steece – Clifford Chance
Yeniva Massaquoi – Latham & Watkins
Aksu Tuominen – Borenius
Franziska Albers-Schönberg – Niederer Kraft Frey
Laura Papi – Chiomenti
Digital Finance Award – global
EIB digital bond – Allen & Overy, Arendt & Medernach, Ashurst, Clifford Chance, EIB, Goldman Sachs
A truly cross-European deal, involving lawyers from the UK, France, Germany and Luxembourg, the EIB bond is a pathfinder deal for European digital finance. The €100 million, two-year bond was issued, recorded and settled using private blockchain-based technology, via a tokenisation platform operated by Goldman Sachs Bank Europe. It is the first euro-denominated digital bond using private blockchain using centralised currency. The offering is the second digital bond issued by the bank, and this deal leads on from its first issuance in 2021.
The inaugural digital bond was issued on Ethereum public blockchain, and the use of private technology is a key difference in this deal. The aim of using this kind of technology was to give confidence to regulators around the security of the instrument, with the hope of opening the door for digital bonds to become a more mainstream product in future. The issuance marks an important milestone and step towards the digitization of the European capital markets. The EIB followed on from the deal in February 2023 with its third digital bond issuance, the first to be sterling-denominated.
Net-zero Transition Award
This award recognises a firm or in-house team that has taken positive steps towards net-zero transition, through initiatives that improve sustainability, work that helps clients to decarbonise, or innovative deals that help develop market practice.
This year’s winner is Clifford Chance. In addition to advising on a variety of sustainability-linked deals from across Europe, the firm has contributed to a range of initiatives which aim to promote the transition to net-zero, and has positioned itself as a thought leader in the space. In particular, the firm impressed with its Climate Change Policy and focus on moving the business away from working on client matters where there is potential for material and adverse impact on climate change. Its work with ICMA on new Climate Resilient Debt Clauses which can defer a country’s debt repayments in the event of a pre-defined, severe climate shock or natural disaster also stood out.
Net-zero Transition Initiative
Wiersholm – Norway’s carbon capture and storage project
Norway’s carbon capture and storage project is a first-of-a-kind full scale carbon capture and storage chain. The project involves a world-first contract for commercial vessel transport and subsurface storage of CO2 and was achieved through a partnership between the Norwegian Government and a carbon storage JV between Equinor, Shell and Total.
Working as a legal architect behind the project, Wiersholm was required to navigate complex legal issues, including regulatory considerations, contract tailoring, negotiation processes and notifications to the European Surveillance Authority.
The was no precedent for a project of this kind. Lawyers had to create a new model and concept, developing a flexible structure, appropriate pricing, annual minimum payments and a balanced risk allocation. The latter was critical, given the significant investment and long-term commitment required, as well as the untested nature of the industry.
The project relied on cost-sharing, with direct support according to an agreed costs split, with a cap on government support. The recipient of the support retains all savings and revenues from CO2 capture, creating a cashflow and incentivizing operational efficiency. Another innovative feature is the structuring of a full chain without any contracts between capture operator and storage operator – both have agreements only with the government.
It is hoped that this project will lower the threshold for future European CCS projects. Other companies will need state support, and this project paves the way for a commercially viable approach.
Tech Innovation Award
Thomson Reuters HighQ
Thomson Reuters HighQ is a legal business management software tool which serves professionals working in both private practice and in house legal teams. The tool allows users to effectively manage documentation, automate workflows, manage teams and identify key risks and obligations, facilitating collaboration and enabling improved efficiency.
Firms such as Mason Hayes & Curran in Ireland and Chiomenti in Italy have both made use of the technology to enhance the client service they offer. Chiomenti’s client portals have allowed the firm to provide project management and document automation services that can be tailored to an individual client’s needs, as well as creating a central portal for single matters involving several parties, allowing documents and updates to be shared seamlessly.
Meanwhile, Mason Hayes & Curran use HighQ to combat inefficiencies in managing the sale of large debt portfolios by designing a virtual project space that combined databases, data rooms and task and schedule management functionality.
NATIONAL LAW FIRMS OF THE YEAR
Wolf Theiss took lead roles on several market-leading transactions in 2022. Under corporate head Florian Kusznier, the firm advised CPI Property Group on its acquisitions of Immofinanz and S Immo. Both deals shifted market practice around corporate takeovers in Austria, with the former marking the first competing offer in Austrian takeover history and serving as the first deal to test the relevant Takeover Code provisions. Andrea Gritsch and Claus Schneider led another team that advised Raiffeisen Bank on the sale of its Bulgaria business to KBC Bank. Another highlight was advising Vienna Insurance Group on all legal and regulatory aspects of its acquisition of Aegon's insurance and asset management business in Hungary, Poland, Romania and Turkey.
Ellex picks up the Baltic award for the second year running. Some of its most innovative work came in the financial regulatory and digital finance spaces. The firm advised Rīgas Satiksme (a public transport service provider in Riga) on capital markets opportunities in the Financial and Capital Markets Commission (FCMC)’s pathfinder regulatory sandbox scheme, and Modena Payments OÜ in obtaining one of the first licenses in Estonia for account information and payment initiation services. The firm also developed and launched a market-leading public access digital toolkit – Goolkit – to help clients with AML/CFT regulation, including IT and sanctions risks.
Clifford Chance’s Belgium team demonstrated a broad base of expertise, advising on complex transactions from across a variety of practice areas. Of particular note was its involvement in several innovative structured financings. One standout example is its advice to Highbridge Capital Management and Whitebox Advisors in connection with a senior secured convertible facility for Belgian biotech Mithra Pharmaceuticals. Equity line financings are rare in Belgium, and the deal required the team to marry up secured lending techniques with Belgian corporate law to create a bespoke structure, all the while ensuring it met the client’s risk appetite. The team also acted for ING Bank on the Traxys refinancing, which combined both secured and unsecured, and committed and uncommitted tranches in a tailor-made structure.
One of the team’s standout deals of 2022 was KBC Bank’s acquisition of Raiffeisen Bank Bulgaria. Not only was it the largest ever transaction in the Bulgarian banking sector but the firm contended with the recent transition in the supervision of several Bulgarian banks from the Bulgarian National Bank to the European Central Bank, including the target. The deal, led in Sofia by Richard Clegg and Katerina Kraeva, raised regulatory and transactional considerations unseen in previous banking deals. The firm also led on a highly strategic investment that led to an acquisition of a stake in Port of Burgas, and advised TA Associates Management in its multijurisdictional acquisition of Chaos Group.
Allen & Overy
At the forefront of innovation in the Czech market over the last year, Allen & Overy has demonstrated its skill in helping clients to navigate changes to the country’s regulatory framework. Exemplifying this is the team’s advice to UniCredit as the first issuer of foreign law-governed covered bonds under the Czech Republic’s new regulatory framework. The new framework included concepts that had not existed before in the country, such as a liquidity buffer and rules around the management of the covered bond pool. As a result, the team had to work closely with the regulator to ensure the deal closed successfully. The transaction was also impacted by a new withholding tax regime for those issuing from the Czech Republic into the international capital markets. The deal was among the first under this regime and the team had to work closely with Euroclear and Clearstream to implement the new rules around the conditions of the bond.
Plesner retains its title as Denmark Firm of the Year. Its calling card deal for 2022 was the business combination between Noble Corporation and Maersk Drilling. This was an all-stock merger, effectuated via a merger of Noble into a subsidiary of a UK-incorporated holding company for the combined topco, and a Danish voluntary tender exchange offer to Maersk Drilling shareholders by the topco, under which the shareholders exchanged Maersk Drilling shares for topco shares. This was a deal structure never before seen in the Danish market, and led to complex cross-border securities law considerations – as Maersk Drilling was listed in Denmark and Noble was a UK plc listed on the NYSE. The deal team was led by Henrik Laursen, Henrik Rossing Lønberg and Thomas Holst Laursen.
Roschier, a master of cross-border work through the Nordics, clinches the Finland Firm of the Year title after an impressive 12 months. One of its highlights was DoorDash’s acquisition of Wolt. An M&A team led by Tero Jormanainen and Jouni Salmi advised Wolt Enterprises. The stock-for-stock deal between a Finnish start up and US-listed company, which was named the 2023 M&A deal of the year, raised multiple novel issues and stood out for is sprawling complexity. The firm also advised Basware Corporation on the public tender offer by Accel-KKR; led on Sampo's sale of shares via accelerated bookbuild in Nordea Bank; and acted for Enersense on its senior unsecured convertible notes.
Clifford Chance’s Paris office impressed with a string of highly innovative and bespoke work, whether in financial services, capital markets, project financing or restructurings. Among the highlights were Provence Grand Large, the world’s first ever project financed offshore floating wind farm, and Zarafshan Wind Project, Uzbekistan’s first wind farm. A team led by Delphine Caramalli also deftly handled the unique legal challenge posed by Lion Air’s restructuring, navigating a path through French bankruptcy rules and the airline industry’s highly sensitive commercial leasing contracts. The team also advised Amundi on its acquisition of Lyxor from Société Générale, and took a key role on the EIB’s innovative digital bond.
Hengeler Mueller was again at the fore of the German cross-border deal market. The firm, led by Matthias Hentzen and Martin Ulbrich, represented Bayer as lead counsel on the carve out and sale of its US-headquartered global company Bayer Environmental Science Professional to Cinven. The deal spanned over 100 countries. The firm also advised adidas in its divestiture of Reebok to Authentic Brands Group. The team worked on Ørsted's acquisition of German and French onshore wind and photovoltaic platform Ostwind and Faurecia’s acquisition of Hella, as well as the takeover of Uniper by the German government as part of the energy market stabilisation measures.
Karatzas & Partners
Demonstrating a its breadth of expertise with shortlist appearances across M&A, private equity, restructuring and securitisation, Karatzas & Partners takes the title as this year’s Greece Firm of the Year. Standout deals include acting as Greek counsel to B2Holding on its intricate non-performing loan securitisation, advice to Chipita in connection with its acquisition by Mondelēz International and assisting the lenders in relation to the Schur Flexibles restructuring. The latter required the creation of a transaction structure to allow the entire diverse lender group consisting of commercial banks, CLOs and distressed debt investors to participate in the debt-for-equity swap and the new money financing.
Hegymegi-Barakonyi and Fehérváry Baker & McKenzie Attorneys-at-Law
The firm’s eye-catching project development work, particularly around large-scale Asian investment into the country, was a key factor in cementing its position as this year’s Hungary firm of the Year. The team acted as project counsel for the Municipality of Nyíregyháza in connection with South Korea’s W-Scope’s greenfield battery project. Also demonstrating its strength is work advising Chinese battery manufacturer CATL in relation to a manufacturing plant. The EPC contract for the project included an unusual structure, which separated the land levelling and superstructure works, which allowed CATL to expedite the construction.
Matheson edged out competitors for Ireland Firm of the Year. Two deals stood out. The first was the acquisition of National Broadband Ireland by Asterion Industrial Partners. The deal was a first of its kind anywhere, mixing PPP risk allocation and concession agreement mechanics to create a bespoke ‘gap-funded’ telecoms rollout. Asterion secured permanent ownership with the government paying the difference between the rollout and a commercially viable cost, counter-balanced by a change of control consent process and claw-back provisions to ensure that any super-returns are partially refunded to the public sector counterparty. It offers a unique model. In the second, the firm advised the NAC 29 facilities group in respect of the Nordic Aviation Capital restructure.
Herzog Fox & Neeman
Work for Bank Leumi on some novel debt and equity issuances by Bank Leumi helped Herzog Fog & Neeman to hold onto the title of Israel Firm of the Year for a third year. Notable deals include assisting Bank Leumi with the first international offering of senior notes by an Israeli bank; a landmark deal for the country’s financial sector. There was no precedent for a senior debt offering to international institutional investors by an Israeli bank, so the Herzog team had to work carefully to bring together Israeli securities and banking requirements with international distribution. The firm also counselled the bank through a global equity offering, which was another first from a domestic bank in the international market.
Chiomenti left a convincing mark on Italy’s deal landscape in 2022. In one of the closest watched and most complex deals of the year, the firm advised the board of directors of Atlantia in relation to the tender offer by the Benetton family and Blackstone. Various aspects of the deal required in-depth analysis under Italy’s takeover rules. The firm also handled novel mandates for Flutter and Credito Emiliano group. It advised Saipem on its shortlisted rights issue, which was unprecedented in its structure as a non-divisible capital increase. The latter had an impact on conventional settlement dynamics and triggered a cross-jurisdiction comparison to establish best practice.
Arendt & Medernach
Arendt & Medernach pipped its rivals to the post in a highly competitive market. The firm’s breadth of innovation stood out. The firm worked on BC Partners’ and Bain Capital acquisition of Fedrigoni, the complex private equity deal to create Norstella, and the Schur Flexibles restructuring. The firm impressed away from the shortlist too, with its role advising JP Morgan Bank Luxembourg and JP Morgan AG Germany in a complex cross-border merger that resulted in a combined JP Morgan SE, Luxembourg Branch. The deal carried significant financial regulatory complexity and cross-border coordination.
NautaDutilh played key roles in four shortlisted deals. The firm advised the lenders on the financing for 3G’s acquisition of Hunter Douglas and acted for BenevolentAI on its shortlisted de-SPAC by Odyssey, one of the most legally innovative and challenging deals of the year. The latter, one of Europe’s first SPACs, raised numerous novel structural, procedural and regulatory questions under Dutch securities law and Dutch market practice. The firm advised Pfizer on the Dutch law aspects of the demerger and listing of Haleon.
BAHR retains the Norway Firm of the Year title for 2023. One of its most significant and innovative pieces of work was the restructuring of Seadrill. BAHR acted as joint lead restructuring counsel for a coordination committee of creditors representing lenders under 12 credit facilities. The deal team had to navigate the company’s complex capital and operational structure, continuing debt trading during the restructuring, interest from potential buyers, and an evolving creditor composition. The project resulted in the equitization of $5 billion in debt, the creation of a three-layered financing structure and Seadrill’s relisting in Oslo and New York. The firm also led on complex M&A for Sval Energi and Aker, a novel Oslo heat and carbon capture deal for Celsio and Providence Equity Partners’ acquisition of Marlink.
Allen & Overy A Pędzich
A varied portfolio of transactional work helped to set Allen & Overy A Pędzich apart from its competitors. Its work for Cordiant Digital Infrastructure on its acquisition of Emitel particularly stood out. The team had to negotiate a backstop vendor financing through vendor loan notes and preference shares in parallel with the SPA. The deal also required special approval from the Ministry of State Assets, which was the first time such as clearance had been granted for a direct acquisition of shares. Other notable work by the team includes advising PKO Bank Hipoteczny on the first issuance of Euro-denominated green covered bonds out of Poland.
Work on eye-catching sustainable financings was a major factor in securing VdA’s position as Portugal Firm of the Year for 2023. Its role on Glennmont Partners on-balance sheet securitisation is a highlight. The deal is the first on-balance sheet securitisation of green project finance loans and is a milestone in green synthetic securitization. The portfolio included projects across five jurisdictions, and the novel nature of the deal meant that a lot of analysis was needed to give comfort to both issuer and investors. The firm also advised Greenvolt Energias Renováveis on the first Green Bond issuance to be publicly placed in the retail market in Portugal, opening the way for similar placements in the future.
Țuca Zbârcea & Asociatii
This year’s winner has taken on some noteworthy cross-border deals for a varied roster of clients. Highlights include advising APS Capital Group on the acquisition of an NPL portfolio from the Bank of Cyprus, which also marked the bank’s exit from the Romanian market. The deal was the largest of its kind in Romania in 2022 and involved a diverse portfolio of assets, comprising receivables, retail receivables, real estate, equipment and automobiles. Led by partner Mihai Dudoiu, the team had to ensure that the specific characteristics and requirements of each asset class were accounted for within the sale. The firm also acted for Netcity Telcom on the acquisition of a shareholding stake in the company by French investor and asset manager Meridiam.
Uría Menéndez holds onto its crown as Spain Firm of the Year for a third consecutive year. Its work on some innovative private equity-driven deals helped to secure its victory. The firm advised on two of this year’s shortlisted Private Equity deals, representing the sellers in the GIC acquisition of Sani-Ikos Group and acting for Oakley Capital in connection with the Silver Lake and Oakley / Cegid – Grupo Primavera. The latter deal was an innovative all-stock deal, structured for a competitive process and required the team to navigate complexities around the auction and simultaneous acquisitions. The firm also advised LaLiga on its strategic partnership with CVC Partners. The structure of this transaction was unprecedented in the Spanish market, and involved CVC investing in the commercialisation of audio-visual rights by entering into a 50-year silent-partnership agreement with LaLiga, alongside various other agreements to facilitate the investment in LaLiga’s other activities.
Roschier claimed several innovative and impactful deals in the Swedish market. A team led by Jens Bengtsson, Malin Leffler and Ola Sandersson advised Philip Morris International on its acquisition of Swedish Match. It was the largest cash deal ever in the Nordics, and the largest M&A deal in the Nordics in 15 years, which raised questions over use of foreign currency in M&A financing and the process for managing such a large foreign exchange. Unusually, shares representing over 100% of the total shares in target changed owners, resulting in an entirely different the ownership from start to finish a requiring legal creativity in structuring the offer. The firm also advised on a closely watched public-to-private tender offer over Nobina.
Niederer Kraft Frey
Demonstrating particular strength in equity capital markets, Niederer Kraft Frey’s work on some of the year’s standout deals cement its status as this year’s winner in Switzerland. The firm acted as Swiss counsel on the Porsche IPO, which was the largest in Europe in 2022. In a market-first, the deal was structured as an international offering across six European jurisdictions in parallel, with public offerings to retail investors in each of Germany, Austria, France, Italy, Spain and Switzerland. It also took a role on the four first-in-kind Swiss GDR listings by Gotion, GEM Co, Ningbo Shanshan and Keda. The Swiss GDR regime was built from scratch, fusing European and Asian listing features and tackling novel challenges around the prospectus, upsizing options, depository mechanics, settlement and clearing.
Paksoy executed a range of innovative projects that set new benchmarks in the legal market. Among the highlights was its role advising Coca-Cola İçecek on its $500 million sustainability-linked bond (SLB) offering. The deal, led by Ömer Çollak, is notable as the country’s SLB and represents the first SLB from the beverage industry in the EMEA region. The bond incorporates KPIs tied to water usage reduction and commits the company to reporting and externally verifying its performance on annually. The firm also advised the lenders on the Erciyes wind power project, a novel German ERP Export Financing Programme backed win project. Stéphanie Beghe Sönmez led another team that advised Imerys on the sales of its high temperature solutions business to Platinum Equity, a challenging cross-border deal with a pre-closing carve-out.
Simply closing deals in 2022 demanded a high level of creativity from Ukrainian firms, but AVELLUM managed to edge ahead of its rivals in a highly competitive market. Notably, the firm advised the Ukraine Ministry of Finance on the country’s sovereign and sovereign guaranteed bond liability management, and was praised during research for the quality of its work and local expertise. As well as being of key strategic importance to Ukraine, the deal acts as an important case study for the use of ICMA collective action clauses in dealing with sovereign debt challenges and may provide a template for dealing with other sovereigns in financial distress. The team also acted as legal counsel to all parties in connection with the acquisition of a minority stake in Neurons Lab by Roosh.