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IFLR Europe Awards 2021: winners announced

IFLR is delighted to announce all the winning deals, teams and individuals of its 22nd annual Europe Awards

IFLR is delighted to be able to congratulate all the winners of the IFLR Europe Awards 2021. The winners’ presentation can be accessed below, followed by the full list of all winners and reviews of the winning deals.

Allen & Overy picked up this year’s biggest accolade and was named International Law Firm of the Year. The firm scooped 11 award wins across the board, including Loans Team of the Year and Restructuring Team of the Year. These reflected its work on the winning Loan Deal of the Year, the reference-free-rate financing facility for UK retailer Tesco, and Restructuring Deal of the Year, for Virgin Atlantic.

Allen & Overy also won Equity deal of the year for the JDE Peet’s IPO and picked up two more deal of the year awards in the structured finance and securitisation, and private equity categories.

The other big winners were Clifford Chance, which walked away with an unassailable 13 trophies, including Equity Team of the Year, Financial Services Regulatory Firm of the Year, Equity Deal of the Year, High-Yield Deal of the Year and Structured Finance and Securitisation Deal of the Year, and White & Case, the recipient of the prestigious US Law Firm of the Year award.

Linklaters, Kirkland & Ellis, Cadwalader, Latham & Watkins, Freshfields, Shearman & Sterling, Mayer Brown, Cleary Gottlieb and Weil Gotshal were among the other firms that picked up significant wins.

The IFLR awards opened new categories in 2021 to recognise innovative work that responded directly to the challenges of Covid-19 and to highlight legal innovation by corporate in-house lawyers. Novartis was a big winner here, taking home the inaugural Corporate In-house Team of the Year award.

The Lifetime Achievement Award went to former Clifford Chance London managing partner David Bickerton and Nicholas Pfaff of the International Capital Markets Association (ICMA) received the Outstanding Contribution to Regulatory Reform award for his leadership in sustainability-linked products.

The full list of winners is below:


LAW FIRMS OF THE YEAR

International law firm of the year

Allen & Overy

US law firm of the year

White & Case


DEALS OF THE YEAR


Debt and equity-linked

Novartis sustainability-linked bond

Novartis offered its €1.85 billion sustainability-linked bond in September 2020. The deal represents the first-ever offering of a sustainability-linked bond in the healthcare sector, the first-ever offering of a sustainability-linked bond incorporating social targets, and the first-ever offering by a European issuer aligned with the International Capital Markets Association (ICMA) Sustainability-Linked Bond Principles (SLBP). Aside from these landmarks, the structuring behind the bond was highly innovative and a result of almost a full year’s work. The primary achievement was to be able to adapt a very new instrument in the global capital markets to the dynamics of a healthcare business and to Novartis’s sustainability targets, with metrics linked to expanding patient access to its medicines and tackling key global health challenges. The deal was rigorously structured and sets a gold standard for sustainability-linked bonds with a dual certification from Sustainalytics and the Access to Medicines Foundation.

Law firms

Bär & Karrer - Issuer and guarantor
Linklaters - Managers
Loyens & Loeff - Issuer and guarantor
Mayer Brown - Novartis and Novartis Finance


Equity

JDE Peets IPO

The JDE Peet’s IPO launched in June 2020 on the Euronext Amsterdam. The listing was a trailblazer that set the blueprint for deal execution during Covid-19. It tested processes for remote engagement between issuers, sponsors, investors and advisers and used innovative due diligence and documentation architecture to enable virtual pre-marketing and marketing processes. The result was the first-ever IPO over €1 billion to be executed virtually and the fastest-ever bookbuild for an IPO of its size. Remarkably, given the challenging environment in 2020, the deal represented EMEA’s largest consumer IPO since 2000, at a value of $2.71 billion. Additionally, the structure included flexibility to reconcile fluctuating levels of share sales between different shareholders and accommodate cornerstone investors and a greenshoe. It also reconciled a business with an active recent history of brand acquisition across multiple markets, with JDE Peet’s itself only being formed in January 2020 through the merger of Jacobs Douwe Egberts and Peet’s.

Law firms

Allen & Overy - JDE Peet’s and JAB (largest selling shareholder)
Clifford Chance - Mondelez (minority selling shareholder)
Linklaters - Underwriters


High yield

Synlab

Synlab is a seasoned high-yield issuer which also appeals to lenders in the term loan B market. In this transaction, Synlab reconciled both products in a first-of-its-kind transaction which included an exchange offer that allowed noteholders, including CLO holders, to tender their bonds and in return become lenders in a new term loan B tranche, all in a cashless exchange. The deal represents the first-ever non-distressed note-to-loan exchange offer and it raised multiple unprecedented legal questions. The key legal achievements in the deal were accommodating the structure for the specific requirements and regulatory demands placed on CLO noteholders and reconciling the two diverging processes of the high-yield and TLB products. Adding to the challenges were the expansive cross-border issues, involving 40 guarantors across 10 jurisdictions, and the lightning speed timetable imposed by Covid-19, which saw the transaction completed in just three weeks.

Law firms

Clifford Chance - Synlab (issuer) and Cinven
CMS von Erlach Partners - Issuer
CMS Reich-Rohrwig Hainz - Issuer
Latham & Watkins - Initial purchasers
Setterwalls - Issuer
Shearman & Sterling - Initial Purchasers
White & Case - Trustee and security agent


Loan

Tesco RFR facility

Tesco‘s $3.4 billion multicurrency reference-free-rate (RFR) facility brought together two of the most significant market trends: the move away from LIBOR and the incorporation of ESG metrics into financings. The transaction was a precedent-setting deal on those two counts. The facility represents the first syndicated facility agreement to reference both the Sterling Overnight Index Average (SONIA) and the Secured Overnight Financing Rate (SOFR) with effect on and from the signing date. This is a crucial development from the only two prior RFR syndicated facility agreements, for Royal Dutch Shell and British American Tobacco, which each referenced LIBOR on the signing date and contained a mechanism to switch to the RFRs during the life of the agreement. The facility was also the world’s first-of-its-kind to offer a choice of interest periods. The second highlight was that the loan contained a sustainability-linked margin ratchet that adjusts according to the company’s performance against ESG performance indicators.

Law firms

Allen & Overy - BNP Paribas and NatWest
Freshfields Bruckhaus Deringer - Tesco


M&A

AbbVie / Allergan

AbbVie’s $83 billion acquisition of Allergan was the biggest M&A deal in Irish history and it was closed despite deal certainty and novel execution considerations. The deal was announced in June 2019. In autumn 2019 the Irish government implemented regulatory changes that impacted stamp duty payments on schemes of arrangement for takeovers and in early 2020 Covid-19 upended markets. The fact that AbbVie was listed in the US added further restrictions and constraints on scheduling, while the FTC antitrust approval process in the US had to be reconciled with the Irish court process for the scheme. The deal was closed in May 2020, at the height of pandemic uncertainty. To minimise execution risk, the deal used an innovative ‘sliding scale’ mechanism in the cash and stock consideration composition, which meant that AbbVie stock issued would decrease, and the cash element would increase, in circumstances where AbbVie would otherwise end up issuing greater than 19.99% of its current issued share capital as consideration (and therefore be subject to a shareholder vote).

Law firms

Arnold & Porter Kaye Scholer - AbbVie
Arthur Cox - Allergan
Kirkland & Ellis - AbbVie
McCann FitzGerald - AbbVie
Slaughter and May - Allergan
Wachtell Lipton Rosen & Katz
Weil Gotshal & Manges - Allergan


Private equity

Advent International, Cinven and RAG Stiftung / ThyssenKrupp Elevator

This is the $20.68 billion acquisition of ThyssenKrupp Elevator by a consortium led by Advent International, Cinven and RAG Stiftung, which closed in July 2020. The deal sits on its own scale, representing the largest-ever private equity (PE) buyout in Germany, the largest in Europe in over a decade, and the European PE buyout with the largest total leverage recorded. These extremes were further tested by the pandemic environment, which created uncertainty over the target’s business prospects. The acquisition brought together a unique combination of investors: PE firms, sovereign wealth funds, and RAG Stiftung, a foundation responsible for financing environmental obligations arising from RAG’s coal mining activities. The seller retained a stake in the business post-closing and had originally carved out the elevator business to prepare for an IPO, resulting in a uniquely complex SPA to neutralize reorganisation exposure. The seller took a novel approach in accepting final and signed SPAs from the two top bidders. The acquisition required a vast effort at each stage, and included ground-breaking work on the financing side, with an entirely bespoke term loan B and a multi-layered high-yield piece with senior secured and unsecured note and a PIK structure.

Law firms

Allen & Overy - RAG Stiftung
Cleary Gottlieb Steen & Hamilton - Sovereign wealth fund
Freshfields Bruckhaus & Deringer - ThyssenKrupp
Kirkland & Ellis - Consortium
Linklaters - Thyssenkrupp


Project finance

Northvolt

The $1.6 billion financing of car battery project Northvolt comprised a first-of-a-kind financing for a new industry and new technology with bespoke project documentation, security and other structuring considerations and aspects. The project is sponsored by Goldman Sachs and Volkswagen and has European car manufacturers such as BMW, Audi and Scania as offtakers to the project battery cells. The European Investment Bank, Euler Hermes, KfW, Kexim, Nexi, BPI France, a group of 12 commercial banks and other lending institutions led by Danish pension funds Danica and PFA grouped together to grant a $1.6billion financing package. The project was built on EPC contracts specific to the industry. The financing had to accommodate the project's unique risk profile and use a highly bespoke set of intercreditor arrangements - by virtue of the combination of financing institutions - to hold together senior lenders and senior and second lien facilities.

Law firms

Cederquist - Senior lenders, arrangers and agents
Latham & Watkins - Senior lenders, arrangers and agents
Mannheimer Swartling - Northvolt
Milbank - Second lien lenders
Wistrand - Second lien lenders

Restructuring

Virgin Atlantic

Virgin Atlantic’s solvent recapitalisation, completed in September 2020, made a litany of legally breakthroughs. It was the first case to use the new UK restructuring plan procedure under Part 26A of the Companies Act 2006, and therefore the first test of the new procedure and one which set precedents for a slew of subsequent cases, including those of Pizza Express, Malaysian Airlines and DeepOcean. The case was also the first plan to be recognised as a foreign proceeding in the US. Notably, Virgin launched its plan just 18 days after the procedure entered the statute books in the UK. A key element in the plan was to determine which non-financial creditors would be included or excluded and the result was the first-ever plan that dealt with aircraft lessors in a class. In a critical year for many industries, with the airline industry at the fore, the case set a standard for the new rescue-based plan procedure and informed approaches across the continent. The plan also prepared to use the new ability to bind a dissenting class in a 'cross-class cram-down', although finally every stakeholder class approved the plan, including the disparate trade creditor class.

Law firms

Allen & Overy - Company (Virgin Atlantic Airways Group, Virgin Group and Delta Air Lines)
Ashurst - New money lenders
Clifford Chance - Certain aircraft lessors
CMS - Credit card acquirers
Freshfields Bruckhaus Deringer - RCF lenders (syndicate of banks)
Harneys - Virgin Group
Herbert Smith Freehills - Virgin Atlantic and Virgin Group
Kirkland & Ellis - Civil Aviation Authority
Norton Rose Fulbright - Delta Airlines
Sidley Austin - Credit card acquirers
Watson Farley & Williams - Bondholders


Structured finance and securitisation

MUFG ESG CLO (North Westerly VI)

The MUFG ESG CLO - North Westerly VI - was the first collateralised loan obligation (CLO) to consider ESG factors across all its investments and represents the first-ever fully ESG-compliant European CLO. The deal is structured so that each asset’s ESG profile is diligenced before its acquisition and is then diligenced continuously throughout its life, so that there is continuous monitoring and re-assessment of the portfolio to grade obligors and industries based on the level of ESG risk. These are features never previously built into a public CLO. Each asset’s ESG status is scored by the collateral manager, with ongoing monitoring, with a view toward maintaining a weighted-average, portfolio-wide ESG score. The deal had to reimagine the CLO product and develop asset and portfolio-level criteria alongside a bespoke reporting mechanism, and revise definitions of what an ESG loan is, what should the KPIs be and what the manager’s policies are. At the same time, EU legislation on ESG was coming into play with its taxonomy regulation.

Law firms

Allen & Overy - Trustee and agents
Baker McKenzie - Issuer
Cadwalader Wickersham & Taft - MUFG Securities EMEA
Clifford Chance - NIBC (collateral manager and retention holder)


Covid-19-response deal of the year

Nordic Investment Bank

Nordic Investment Bank (NIB) began working on its response bond in April 2020, just as Europe was going into strict and uncertain lockdown. The deal was a first mover and had no precedents to lean on, added to which it had to be structured quickly. In the end it was offered in the same month. The key innovations drew from the lack of any precedent, requiring the development from scratch of a robust strategy, approach and legal structure backed by a rigorous reporting mechanism. The deal adopted the same legal approach and some of the same technology as for social and other use of proceeds bonds, however, for speed of execution it created a new framework and reporting mechanism internally, without external review. This framework had to meet the standards of all parties involved. Also for speed, the bond levered off NIB’s existing programme funding platform.

Law firms

Clifford Chance - Danske Bank and the joint lead managers


INDIVIDUAL AWARDS

Lifetime Achievement Award

David Bickerton - Clifford Chance

David Bickerton is a former managing partner of Clifford Chance London and head of the firm’s public sector practice in the UK. David specialises in capital markets and infrastructure and recently advised the UK government on its first green gilt. He played an instrumental role in defining the frameworks, approaches and instruments for the financing of infrastructure projects across a range of sectors in the UK and Europe. In one highlight, David designed and developed the European Investment Bank’s Project Bond Credit Enhancement product. This award reflects a remarkable 30 year plus career in Clifford Chance, having joined the firm in 1987.

Outstanding Contribution to Regulatory Reform

Nicholas Pfaff - International Capital Markets Association (ICMA)

Nicholas Pfaff is the managing director, head of sustainable finance and secretary of the Green Bond Principles (GBP) and the Social Bond Principles (SBP) at ICMA. Nicholas is a senior banker with a career’s worth of international experience in investment banking and capital markets, as well as in development banking. He previously worked at Goldman Sachs, BNP Paribas and the European Bank for Reconstruction and Development. This award recognises his impact on and contribution to the development of legal and market frameworks particularly surrounding sustainability-linked products. In June 2020, after a multi-year effort, the ICMA published the Sustainability-Linked Bond Principles, which have served as the reference for a series of landmark deals.

In-house market makers

Anne-Marie Poliquin - General counsel, Pernod Ricard
Quitterie de Pelleport - General counsel, Groupe Renault
Thomas Gross - General counsel, Swissport


RISING STARS OF THE YEAR

International firm

Alexander Collins - Cadwalader Wickersham & Taft
Robert Davidson - Latham & Watkins
Siân Perez - Allen & Overy

National firm

David Borer - Homburger
Diana Ribeiro Duarte - Morais Leitão
Robert Peldán - Borenius


TEAMS OF THE YEAR

Debt and equity-linked

White & Case

Equity

Clifford Chance

High-yield

Latham & Watkins

Loan

Allen & Overy

M&A

Linklaters

Private equity

Kirkland & Ellis

Project finance

Latham & Watkins

Restructuring

Allen & Overy

Structured finance and securitisation

Cadwalader Wickersham & Taft

Financial services regulatory

Clifford Chance


IN-HOUSE AWARDS

Corporate in-house team

Novartis

In-house debt team: investment bank

BNP Paribas

In-house equity team: investment bank

Goldman Sachs


NATIONAL FIRMS OF THE YEAR

Austria

Winner: Dorda
Banking & finance firm of the year: Wolf Theiss
Corporate firm of the year: Cerha Hempel

Baltics

Sorainen

Belgium

Eubelius

Bulgaria

Djingov Gouginski Kyutchukov & Velichkov

Czech Republic

White & Case

Denmark

Kromann Reumert

Finland

Borenius

France

Winner: Davis Polk & Wardwell
Capital markets firm of the year: White & Case
Banking & finance firm of the year: Clifford Chance
Corporate firm of the year: Bredin Prat

Germany

Winner: Hengeler Mueller
Debt and equity-linked firm of the year: White & Case
Corporate firm of the year: Hengeler Mueller
High-yield firm of the year: Latham & Watkins
Private equity firm of the year: Kirkland & Ellis

Greece

Winner: Bernitsas Law
Banking & finance firm of the year: Karatzas & Partners
Corporate firm of the year: Bernitsas Law

Hungary

Hegymegi-Barakonyi Baker McKenzie

Ireland

Winner:Arthur Cox
Banking & finance firm of the year: McCann Fitzgerald
Debt & equity-linked firm of the year: A&L Goodbody
Corporate firm of the year: Arthur Cox

Israel

Winner: Herzog Fox & Neeman
Banking & finance firm of the year: Erdinast Ben Nathan Toledano & Co
Corporate firm of the year: Herzog Fox & Neeman

Italy

Winner: Chiomenti
Corporate firm of the year: Gianni & Origoni
Debt and equity-linked firm of the year: Chiomenti
Equity firm of the year: White & Case

Luxembourg

Winner: Clifford Chance
Banking & finance firm of the year: Clifford Chance
Capital markets firm of the year: GSK Stockmann

Netherlands

Winner: De Brauw Blackstone Westbroek
Banking & finance firm of the year: Clifford Chance
Debt & equity-linked firm of the year: NautaDutilh
Equity firm of the year: Allen & Overy
Corporate firm of the year: De Brauw Blackstone Westbroek

Norway

Winner: Wiersholm
Banking & finance firm of the year: Wiersholm
Capital markets firm of the year: Thommessen
Corporate firm of the year: BAHR

Poland

Greenberg Traurig Grzesiak

Portugal

Morais Leitão

Romania

Ţuca Zbârcea & Asociaţii

Russia

Winner: Cleary Gottlieb Steen & Hamilton
Capital markets firm of the year: Cleary Gottlieb Steen & Hamilton
Corporate firm of the year: White & Case

Spain

Winner: Uría Menéndez
Banking & finance firm of the year: Allen & Overy
Corporate firm of the year: Uría Menéndez
Private equity firm of the year: Clifford Chance
Restructuring firm of the year: Gómez-Acebo & Pombo

Sweden

Mannheimer Swartling

Switzerland

Winner:Homburger
Banking & finance firm of the year: Niederer Kraft Frey
Capital markets firm of the year: Lenz & Staehelin
Corporate firm of the year: Homburger

Turkey

Winner: Paksoy
Banking & finance firm of the year: Esin Attorney Partnership, a member of Baker McKenzie International
Capital markets firm of the year: Paksoy
Corporate firm of the year: GKC Partners

Ukraine

Avellum

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