Our Banking practice at the heart

of the worlds financial markets

2015
www.allenovery.com

Our Banking practice at the heart of the worlds financial markets | 2015

Our Banking practice

With over 700 lawyers worldwide, we have one of the largest and most
international teams of banking lawyers of any global law firm. Few practices
can match our top-tier position across the full range of financial products.
With such a deep team and global reach, international and industry-leading
first-of-a-kind transactions are our hallmark. We have been instrumental in
nearly all the major developments in the modern financial markets.
The past few years have been the most challenging in the history of the
international financial markets and have required fresh thinking as the markets
adjust to continually changing economic, political and regulatory conditions.
Renowned for our intellectual rigour, our banking lawyers draw on in-depth
product expertise and regularly work alongside our regulatory, litigation,
restructuring and other specialists particularly important in light of
recent market conditions to develop innovative solutions for our clients,
often incorporating complex financing techniques that lead the industry.
That is why over 800 corporate and financial institution participants in the
financial markets entrust us with the full range of their domestic and
cross-border transactions.

Our Banking practice is split into nine product lines. These are:

Asset
Finance

Asset
Management

Corporate
Lending

Financial
Services
Regulatory

Leveraged
Finance

Projects,
Energy and
Infrastructure

Restructuring

Trade,
Commodities
and Export
Finance

Real Estate
Finance

Although the work of each group is distinct, the complex, cross-border

nature of many of the transactions we act on means that there is also a
great deal of collaboration between groups.
Allen & Overy LLP 2015

They have good strength and

depth across the law firm
and in various jurisdictions.
Chambers Global 2015

Top-ranking Banking practice

2014 global project finance league tables
Allen & Overy has again emerged as the clear leader in the global projects market. The project finance league tables
for 2014 show us ranked 1st by both value and volume of deals advised on according to all key industry publications.
We were also ranked first in Project Finance Internationals Legal Survey of firms that advised on transactions with
a value of USD500m or above.
Dealogic
Rank

Legal Adviser

1
2
3

IJ GLOBAL
Value (USDm)

No. of deals

Rank

Legal Adviser

Allen & Overy

34,018

Latham & Watkins

21,275

Herbert Smith Freehils

17,141

78

52

51

INFRASTRUCTURE INVESTOR

Value (USDm)

No. of deals

Allen & Overy

71,614

62

Clifford Chance

37,757

56

Norton Rose Fulbright

15,660

47

INFRANEWS

Rank

Legal Adviser

Value (USDm)

No. of deals

Rank

Legal Adviser

Value (USDm)

No. of deals

Allen & Overy

31,541

89

Allen & Overy

42,724

67

Ashurst

26,539

76

Clifford Chance

36,786

54

Clifford Chance

17,476

53

Ashurst

34,751

40

2014 syndicated lending league tables

Allen & Overy has once again emerged as the clear leader in syndicated lending for EMEA, according to the latest
data from Thomson Reuters and Bloomberg. We advised both borrowers and lenders on more deals by value and
volume than any other law firm in 2014.
For the fourth year running, we have been ranked first by Thomson Reuters, acting on 59 more deals for borrowers
and 108 more deals for lenders in EMEA than any other firm. We now account for almost 11.9% of the borrower
side market by value and 18.6% of the lender side market by value.
thomson reuters EmEA borrower adviser 2014

thomson reuters EmEA lender adviser 2014

Rank

Adviser

Rank

Adviser

1
2
3

Proceeds (USD bn)

No. of deals

Proceeds (USD bn)

No. of deals

Allen & Overy

146,919

91

Clifford Chance

41,846

32

Allen & Overy

228,345

218

Clifford Chance

167,963

110

Slaughter & May

40,075

27

Linklaters

45,877

35

Source: Thomson Reuters Syndicated Loans EMEA Legal Advisers Review 2014

Bloombergs inaugural EMEA Loans Legal Advisor League Tables reinforce our position in the market: according to
their data, we account for almost 36% of the borrower side market and 33% of the lender side market.
Bloomberg EmEA borrower adviser 2014
Rank

Adviser

Bloomberg EmEA lender adviser 2014

Proceeds (USD bn)

No. of deals

Rank

Adviser

Proceeds (USD bn)

No. of deals

Allen & Overy

134,283

76

Allen & Overy

175,478

163

Clifford Chance

46,198

33

Clifford Chance

160,688

135

Slaughter & May

40,058

27

Linklaters

53,574

31

Source: Bloomberg EMEA Loans Legal Adviser League Tables 2014

www.allenovery.com

Our Banking practice at the heart of the worlds financial markets | 2015

Asset finance
The Asset Finance team has extensive experience advising on transactions in all
sectors of the asset finance industry. Our client base includes banks, financiers,
airlines, lessors, manufacturers, captive finance companies, operators, borrowers,
lessees, export credit agencies and governmental and international organisations.
We advise on both domestic and cross-border asset financings, including all
types of debt, lease (both tax and non-tax-based) and capital-markets-driven products,
securitisations, receivables financings, vendor programmes and retail finance. The team
advises on the sale and purchase of leasing companies and portfolios and the structuring
of regional and global leasing business networks. We also advise on aircraft
repossessions and airline and ship restructurings and insolvencies.
We cover all types of vessel and offshore installations, including LNG carriers, container
ships, FPSOs, drill ships/drilling rigs, tankers, VLCCs, cruise ships and luxury yachts.
We advise on all types of aircraft (including helicopter) financing; this includes all types
of pre- and post-delivery financings, ECA-backed financing, capital-markets-backed
financings, the sale and purchase of new and used aircraft, and structured financing,
as well as on general aviation matters such as regulatory and maintenance. We also
advise on all types of domestic and cross-border asset financings, including rail,
power plants, wind farms, transmission lines, water treatment facilities, pipelines,
vehicle fleets, bridges, tunnels, office buildings, retail facilities, manufacturing
plants, mining equipment, films, satellites and computer and other technology
hardware and software.

They are truly global, with

a big footprint in the
common law jurisdictions
including the USA, and a
strong diverse network.
Chambers Global 2014

Exceptionally strong team

and with a great breadth
of work to draw upon.
Chambers UK 2014

World class on
all counts.
Legal 500 UK 2013

Our recent experience includes advising:

British Airways
British Airways on the first Enhanced
Equipment Trust Certificate (EETC) transaction
for a non-American airline and also the first
to incorporate Japanese Operating Leases.
Most Innovative Deal of the Year,
Airfinance Journal Awards 2014.

Yamal LNG
Yamal on the LNG shipping aspects of its project
to transport LNG from its plant in Sabetta on the
Yamal Peninsula in Arctic Russia (currently under
construction) to Asia and Europe.

Scorpio Tankers
Korean Export Import Bank (KEXIM) and DNB
Bank in pioneering the use of a new structure
which saw the very first ECA-backed capital
markets bond in the shipping sector. Combined
with debt funding to value the total deal at
USD300 million the proceeds were used to
finance 18 new specialist product tankers.
Structured Finance and Securitisation Deal of
the Year, IFLR 2015 Americas Awards.

Allen & Overy LLP 2015

Aldus Aviation Limited

The issuer in an asset-backed securitisation
in respect of an all Embraer regional aircraft
portfolio the second ABS to be issued on an
all Embraer fleet. The USD540m proceeds will
be used to refinance 30 Embraer regional
aircraft on lease to 11 airlines.

Falko Regional Aircraft Limited

Falko Regional Aircraft Limited on a range of
aircraft acquisitions and leasing transactions.
These include the purchase of new aircraft from
Bombardier, a portfolio of mid-life aircraft from
SAS and Augsburg Airways and operating
lease transactions with airlines including Adria
Airways, Borajet, Cobham Aviation and Volotea.

Emirates
Emirates on its USD1 billion amortising Sukuk.
Middle East Deal of the Year, Airfinance Journal
Awards 2014.

Avianca
Avianca on its 15 ATR 72-600 purchase and
the first transaction to take advantage of
Cofaces ability to offer guarantees on ATR
aircraft purchases. Regional Jet/Turboprop Deal
of the Year, Airfinance Journal Awards 2014.

Puerto Rico Electric Power

Authority (PREPA)
PREPA on its landmark Aguirre GasPort Project
with Houston-based Excelerate Energy for the
chartering of a floating storage and regasification
unit (FSRU) and construction and operation of
an offshore gasport terminal (for the berthing
of the FSRU and the reception and transfer
of LNG from a wide array of LNG carriers)
and pipeline (for receipt of natural gas off the
FSRU and delivery into PREPAs Aguirre power
plant). The conversion of PREPAs power plant
to dual (and cleaner) fuel follows new air
permit requirements of the Environmental
Protection Agency.

Spanish Operating Lease

A syndicate of banks utilising a Spanish
Operating Lease for the first time on a new
asset class (offshore wind turbine installation
vessels). Leasing Deal of the Year,
Marine Money Offshore Awards 2013.

Asset management
Our team advises asset managers, institutional investors and investment funds on
legal, regulatory and tax matters. Areas of expertise include establishing both private
and listed funds, negotiating investment management documentation, and creating
bespoke investment platforms.
We work across all the major asset classes, drawing on the support of our sector
teams in areas such as infrastructure, private equity and real estate. To ensure our
clients receive support across the full lifecycle of their funds we work closely with
our colleagues in our Corporate Finance, Banking, Capital Markets and Litigation
teams and can advise on the acquisition and disposal of underlying assets or fund
interests, the use of innovative funding techniques and the resolution of any
disputes between managers and investors.

Operates on a global
basis, notably acting
on numerous funds
in emerging markets
like CEE and
Latin America.
Chambers UK 2015

With over 75 experts across our office network we cover all the worlds principal
financial markets. We are able to offer our clients expertise in the key regions,
with teams in the U.S. and UK, Luxembourg and the other main European financial
centres. In addition we have invested to expand our teams in the Middle East,
Asia and Australia and have strong working relationships with local law firms in
the key offshore jurisdictions for fund formation.
The asset management industry is going through a period of change as a result of
the increasing overlap between the alternative investment sector and the traditional
retail long-only sector. Investment strategies are evolving due to new regulations
and the opportunities arising from the changes taking place in the banking sector.
The international nature of the team makes us very well placed to advise on the
cross-border impact of regulations and current proposals affecting the industry,
from the Dodd-Frank Act in the U.S. to the Alternative Investment Fund Managers
Directive in the EU and the Asian Region Funds Passport proposals.

Our recent experience includes advising:

Private equity and hedge funds
CQS on the establishment of a number of
hedge funds.

Infrastructure funds
IFC Asset Management on the establishment
of its Global Infrastructure Fund.

Real estate funds

Henderson Global Investors on the
establishment of its European Outlet Mall Fund.

Institutional investors
Six development finance institutions on their
investment in a private equity fund investing in
North Africa.

Debt funds
GE Corporate Finance Bank on the
establishment of a leveraged loan fund
for European investments.

Regulatory advice
A global alternative investment manager on
regulatory issues related to compliance with the
U.S. Investment Advisers Act (the 40 Act).

www.allenovery.com

Our Banking practice at the heart of the worlds financial markets | 2015

Corporate lending
Our global Corporate Lending practice is widely recognised as the market leader.
The practice consistently advises on many of the top ten syndicated loans
globally, further confirming our dominance as lead legal adviser in the super-jumbo
investment grade debt and equity financing markets. Both bank and borrower
clients continue to seek out Allen & Overy for complex finance solutions to
access liquidity in todays marketplace.
The practice offers exceptional market knowledge, built from a broad client
base and extensive experience on big-ticket, cross-border deals. We have
experience ranging from plain vanilla bilaterals to multi-billion dollar facilities
with multiple lenders.

They are top calibre

very deep bench, provide a
very good service and I
haven't come across a single
person there that doesn't
impress me.
Chambers Global 2015

The global lending markets have changed, and deals today demand a
broad mix of finance capabilities. Our corporate finance solutions offering
includes an interdisciplinary team of lawyers from our Corporate Lending,
Capital Markets, Corporate and Restructuring teams. As a result, our coverage
spans the spectrum of debt products, including a number of hybrid finance
options such as bank/bond structures, high-yield, LBOs, margin loans,
IPOs and forward-start/refinancing facilities, among others. The team has also
advised on a number of firsts in the emerging markets, including advising on
several of the biggest financings in emerging market jurisdictions to date.

Our recent experience includes advising:

Rio Tinto
HSBC Bank and a 28-bank syndicate on
the USD7.5bn revolving credit facility for
the Rio Tinto Group.

GDF Suez
GDF Suez as borrower on a EUR5bn
refinancing of existing syndicated facilities.

Sonangol
Standard Chartered Bank as mandated lead
arranger on a USD2.5bn syndicated debt
facility for Sonangol.

Fiat
Citi on a EUR2bn revolving credit facility for
SpA Fiat. The facility involved a syndicate of
19 banks.

Babcock
Lloyds as arranger of a bridge facility and
arranger and underwriter of a backstop facility
totalling GBP1.4bn on the acquisition by
Babcock International Group PLC of Avincis
Mission Services.

Allen & Overy LLP 2015

Shuanghuis acquisition of
Smithfield Foods
Bank of China, Rabobank, Crdit Agricole,
DBS, Natixis, RBS, Standard Chartered
and ICBC on the USD4bn debt financing
for Shuanghuis acquisition of Smithfield Foods,
the worlds largest pork producer. This acquisition
was the largest ever Chinese takeover of a U.S.
company at the date of announcement.

Carnival plc and

Carnival Corporation
RBS as mandated lead arranger, active
bookrunner and documentation agent on
a syndicated USD2.8bn multi-currency
amend and extend of existing syndicated
facilities for Carnival plc and Carnival
Corporation as borrowers.

Pearson refinancing
A syndicate of banks on a USD1.75bn
refinancing of a revolving credit facility for
Pearson plc.

Xiaomi
Xiaomi on its debut USD1bn syndicated
loan facility.

Dangote
The syndicate, led by Standard Chartered Bank
as the global coordinator, and Nigerias
Guaranty Trust Bank PLC as the local
coordinator, on the USD3.3bn financing to
Dangote Industries Limited, part of the Dangote
Group. The financing was the first of its kind
and size in Nigeria.

ZF Friedrichshafen AG/ TRW

Automotive Holdings Corp.
Citigroup Global Markets Limited and
Deutsche Bank AG as arrangers of the
financing in connection with the acquisition
by ZF Friedrichshafen AG of TRW Automotive
Holdings Corporation.

Bayer AG and Bayer World

Investments B.V.
Bayer AG and Bayer World Investments B.V.
with regard to a syndicated loan provided by
Bank of America, N.A., BNP Paribas and
Mizuho Bank, Ltd., bridging the financing of the
acquisition of Merck & Co. Inc.s consumer care
business by Bayer AG for a purchase price of
USD142bn (EUR10.4bn).

Financial services regulatory

The increasingly international nature of financial services regulation
necessitates an international approach to compliance. With over 80 experts
across our office network we cover all of the worlds principal financial markets.
We are able to offer our clients expertise in the key regions, from our U.S.
Regulatory practice led from our New York and Washington, D.C. offices, to
a full-service coverage of the key European jurisdictions. Our well-established
offices in the Middle East and Asia Pacific have also been involved in setting up
many of the regulatory systems that exist in those regions today.
The expanding scope and remit of financial regulations requires expert advice
that demonstrates a detailed knowledge across a wide range of products and
services, as well as an understanding of how financial institutions can best
structure their operations. We advise many of the worlds leading financial
institutions and we have invested in building a large team that can cover a
greater scope of regulations than our competitors. Areas we advise on include
asset-management regulation, bank reform, capital and liquidity requirements,
custody and prime brokerage agreements, changes to derivatives markets,
conduct of business rules, and recovery and resolution planning.

Maintains its
position as a market
leader in complex
multi-jurisdictional
matters.
Chambers UK 2015

Our team offers clients extensive regulatory experience and it leads thinking
on regulatory developments, helping clients in lobbying on, planning for,
and implementing, changes as they occur. By maintaining day-to-day contact
with regulators and industry bodies we are able to proactively advise our clients
on the direction of reform and help them structure their business and activities
to gain commercial and strategic advantages. As a global practice we can also
demonstrate how national and international regulations may complement or
conflict with each other to help our clients respond to regulatory change.

Our recent experience includes advising:

Capital and liquidity
The Co-operative Group and The Co-operative
Bank on the recapitalisation plan for the bank
which involves a consensual bail-in, the first
of its kind in the UK, and other capitalraising initiatives.

Derivatives and clearing

ISDA and the FOA (and their member
institutions) on the development of standard
European documentation for the clearing of
financial instruments on behalf of clients.

Bank reform
HSBC on the requirements to ring-fence its
retail banking operations.

Recovery and resolution planning

HM Treasury on the impact of the bail-out of
Cyprus by the EC, ECB and IMF on UK
depositors at Laiki (Cyprus Popular) Banks UK
branch, and on options for how the UK branch
should be dealt with in resolution.

Multi-jurisdictional surveys
The Bank of Nova Scotia on reviewing the
legal and regulatory requirements relating
to the marketing and provision of financial
products and services across 11 Asia
Pacific jurisdictions.

U.S. regulation
Over two dozen of the worlds largest non-U.S.
banks on the proposed Volcker Rule,
including writing five separate comment letters
to the federal agencies on the proposal.

www.allenovery.com

Our Banking practice at the heart of the worlds financial markets | 2015

Leveraged finance
We are one of the leading leveraged finance practices in the market,
known for groundbreaking deals and structures that eventually become market
standards. Thanks to our network, we can combine a multi-jurisdictional
Leveraged Debt team with an extensive European and U.S. Capital Markets
practice. This enables us to provide our clients with a full service for senior,
second-lien, mezzanine and PIK debt, bridge-to-bond financings, bank/bond
financings, high-yield debt offerings, securitisation take-outs, and debt buybacks and restructurings.

Highly regarded for

acting on the side of
lenders and borrowers
in leveraged finance.
Chambers Global 2014

Our sector knowledge and understanding of our clients business objectives

makes us able to provide legal advice that truly meets those aims within the
context of the overall rationale for the debt package. Lenders and borrowers
alike need to be able to structure deals in ways that suit market conditions.
Our lawyers can advise on any form of leveraged financing that our clients
choose to undertake. We also work in close conjunction with our Corporate
practice providing debt advice to acquiring borrowers and private equity investors.

Our recent experience includes advising:

Ziggo/Liberty Global
The arrangers on the term loan facilities and
high yield bridge facility for the financing of
Liberty Globals cash and stock bid for the
Ziggo group.

Iceland Foods
Iceland Foods on the refinancing of its
facilities with an all-high-yield bond structure
with a super senior revolving credit facility.

Parex/CVC
Credit Suisse, BNP Paribas, Deutsche Bank
and UBS as arrangers on the super senior
revolving credit facility and related senior
secured notes in connection with the
acquisition by CVC of Parex Group.

Essar Energy PLC

VTB Capital PLC on the USD750m
acquisition financing for the take-private of
Essar Energy PLC.

Unit 4/Advent
On the corporate and financing aspects of
Advent Internationals public-to-private
acquisition of UNIT4 N.V. The debt financing
consisted of EUR65m senior and second
lien facilities.

Allen & Overy LLP 2015

Vue Entertainment
OMERS Private Equity and AIMCo on their
acquisition of Vue Entertainment International
Limited and its subsidiaries.

CNOOC/Nexen financing
China National Offshore Oil Corporation
(CNOOC) on the USD6bn club deal financing
(guaranteed by CNOOC Limited) for CNOOC
Canadas acquisition of Nexen, which is Chinas
largest ever foreign takeover as of 2013.
In 2014, the deal was recognised as
Deal of the Year by Finance Asia and as
Syndicated Acquisition Finance Deal of the Year
in the APLMA Syndicated Loan Awards.

Thai Union Frozen Products

Public Company Limited
Thai Union Frozen Products Public Company
Limited on its USD1.51bn acquisition of
Bumble Bee Seafoods from private equity firm
Lion Capital.

Scandlines/3i
Financing to support 3is bid for Scandlines.

KCA Deutag/Pamplona
KCA Deutag on the issuance of new senior
secured notes and a NY law term loan B.

IDC Salud/CVC
IDC Salud and its majority shareholder CVC on
the financing of its acquisition of Quiron.

Fresenius SE &Co KGaA

and Fresenius Medical Care &
Co. KGaA
Long-time U.S. counsel in connection with their
financing activities, including Fresenius SE &
Co. KGaA, as borrower, in 2012, 2013 and
2014 in connection with the financing for its
acquisition of German hospital operator
Rhoen-Klinikum AG for approximately
EUR3.1bn.

Projects, energy and infrastructure

Allen & Overy s Projects group comprises over 70 partners globally and includes
some 250 lawyers, advising sponsors, project and construction companies,
governments, and lenders on projects and project financings around the world.
We are independently recognised as a global leader in projects. We are ranked in
the top tier in all the major directories and have consistently closed more project
finance transactions globally than any other law firm since 2000.
We advise sponsors, governments, construction companies and lenders on
projects and project financings across energy, infrastructure, mining and telecoms
throughout the world. We provide our clients with a totally integrated service on all
aspects of project work. Our lawyers win praise for their technical ability as well as
their commercial approach and can provide a comprehensive service, including
advising on joint ventures, project structures (BOT, BOOT, DBFO, DBFM, PPP,
3P, PFI and others), conducting legal due diligence, risk allocation and reviewing
the bankability of project agreements, financing arrangements (bank and bond)
and relevant security packages and considerations across the globe.

Theyre very good to deal

with theyre knowledgeable,
good at sorting out technical
problems and finding
solutions and helping us
manage the project to close.
Chambers UK 2015

Our recent experience includes advising:

Ichthys LNG
Ichthys LNG Pty and the joint venture partners on
the development and financing of the integrated
Ichthys LNG project. The financing was USD20bn
and is the largest project financing in history.
The total project is worth USD34bn.

Georges Besse II
Areva on the limited recourse financing for
SET (Socit dEnrichissement du Tricastin),
which owns and runs the Georges Besse II
uranium enrichment plant in Tricastin,
southwest France, the first centrifuge-based
enrichment plant in France.

A11 Highway
Participatie Maatschappij Vlaanderen (PMV),
a Flemish governmental entity responsible
for promoting PPP, on two major road PPPs
(DBFM projects) involving the A11 in Bruges
and the North-South link in Limburg, Belgium.

Goethals Bridge
The Port Authority of New York & New Jersey on
its USD2bn procurement of the replacement of
the Goethals Bridge replacement PPP project.

Gemini Offshore Wind Park

The lenders consortium with parties from
North America, Asia and Europe, on the
EUR2.8bn financing of the 600MW Gemini
Offshore Wind Park, the largest-ever
European offshore wind financing.

Roy Hill Iron Ore Project

The export credit agencies and commercial
lenders on the USD10bn project financing
of the integrated Roy Hill iron ore project,
the world's largest ever project financing in
the mining sector.

Kpone Independent
Power Project
A sponsor on the development, construction
and financing of a 340MW CCGT Kpone IPP
in Tema, Ghana.

Lake Turkana Wind Power Project

The sponsor on the EUR623m development of a
310MW wind farm, located at Lake Turkana Wind
Power Project in northern Kenya.

Mersin Port
The joint lead managers on the refinancing
of Mersin Port in Turkey, which involved a
Rule 144A/Reg S USD450m senior unsecured
bond issued by Mersin International Port,
sold to investors in Europe, the U.S. and Asia.
This is the first infrastructure/project bond
in Turkey.

Waad al-Shamal Project

Brussels Airport
Brussels Airport on its recent EUR1.65bn
refinancing and internal corporate restructuring.
The refinancing of the existing facilities, which
were due to mature in 2014, was achieved
through a combination of senior bank debt and
a listed bond issuance.

Donggi-Senoro LNG Plant

The consortium on the USD2.8bn development
of a liquefied natural gas (LNG) plant at Senoro
in Central Sulawesi, Indonesia.

Freeport LNG
IFM Investors PTY. Ltd. on its USD1.32bn debt
financing of a holding company making an equity
investment in connection with the development
and construction of a natural gas liquefaction and
LNG loading facility on Quintana Island near
Freeport, Texas and as an equity investor in
the second train of the Freeport LNG project.

Vinh Tan
The lenders and export credit agencies on the
USD1.74bn development of a 1,200MW
(2x600MW) coal-fired power station project in
Vietnam (Vinh Tan 1 Thermal Power Plant PPP).

The lenders (including K-Exim, K-Sure, PIF, the

Islamic financers and conventional banks) to a
joint venture of Maaden, Sabic and Mosaic on
the USD7.775bn Waad al-Shamal fertiliser, port,
mining and petrochemical project in Saudi Arabia.

www.allenovery.com

10

Our Banking practice at the heart of the worlds financial markets | 2015

Real estate finance

Recognised as the markets leading real estate finance practice, clients have
described us as pre-eminent. We advise the worlds most advanced investment
banks, specialist real estate lenders, borrowers, funds and investors on their
most critical and pioneering transactions. No other practice can match our
depth of experience and unique understanding of every aspect of real estate
finance in both domestic and international markets.
As financing techniques have evolved, we have evolved with them, cementing
our reputation for leading developments in the market and structuring the
most complex deals. Our practice includes advising on large loan, mezzanine,
A/B and preferred equity origination, loan workouts, securitisation,
the formation of real estate investment funds, secondary market debt
acquisitions, NPL pool acquisitions, real estate mergers and acquisitions,
joint venture structuring and complex real estate acquisitions.
Our international footprint and depth of resource is backed up by our
experience. Allen & Overy has been involved in the real estate finance market
since its inception and boasts uniquely strong practices in Europe, the U.S. and
Asia Pacific. With over 90 partners in our global office network specialising in
real estate finance, we offer our clients a truly integrated service.

Our recent experience includes advising:

GE Real Estate Loans Limited
GE Real Estate Loans Limited in connection
with a c.EUR770m facility to finance the
acquisition of the Project Tower portfolio of
loans from NAMA by Blackstone Real Estate
Partners. This deal is Blackstone and GEs first
loan on loan financing in the European market.

ARC Realty Finance Trust

ARC Realty Finance Trust on a USD150m
commercial mortgage loan repurchase credit
facility for an affiliate of ARC Realty Finance
Trust opposite J.P. Morgan.

Blackstone Real Estate

Debt/Strategies
Blackstone Real Estate on Project Runner,
a GBP315m whole loan to KSL Capital in
order to finance the US private equity groups
GBP485m acquisition of the final tranche of
De Vere Groups UK Village hotel chain.

Allen & Overy LLP 2015

Nationwide
Nationwide on the sale of Project Adelaide,
its EUR850m German commercial property
loan portfolio which is comprised of around
200 retail office and industrial commercial
properties throughout Germany, to Oaktree
Capital Management.

Citigroup
Citigroup in connection with the c.EUR350m
financing of Blackstone Real Estate Partners
acquisition of a portfolio of logistics properties
located in France, Germany, Hungary, Spain,
Austria, Norway and England.

M&G Investment Management

M&G Investment Management as lender in
connection with a GBP56.55m credit facility for
Northwood Investors secured over property in
England and Wales.

Theyre outstanding.
Its a combination of strong
technical expertise and the
ability to be commercial
and pragmatic.
Chambers UK 2015

They are the type of lawyers

you want on your side for
big, complicated deals.
Chambers USA 2014

One of the most integrated

teams in the market.
Chambers Europe 2014

JP Morgan Casanove
JP Morgan Casanove on the financing for
Blackstones GBP605m acquisition of the
Mint Hotel Portfolio.

Alpha Investment Partners

Alpha Investment Partners in its first U.S.
real estate deal: a USD65m bridge loan and
a joint venture with Macklowe Properties to
acquire two properties and development rights
at 985-989 Third Avenue, New York City,
for USD100m.

11

Restructuring
Our unrivalled Restructuring and Insolvency team, with more than 130 lawyers
specialising in restructuring across 46 offices globally, is truly world-class.
With such an extensive and dedicated team, we advise on the largest and
most complex restructurings, and pride ourselves on providing pioneering
solutions as well as real commercial results. We specialise in cross-border
restructurings and insolvencies, utilising the full range of international
options, including U.S. Chapter 11 reorganisations, UK schemes
of arrangement, pre-packaged sales and debt for equity swaps.
Our expertise covers advice on contingency planning, insolvency
filing requirements, debt restructuring and reschedulings, distressed
acquisitions/sales, credit bidding, formal insolvency proceedings, out-of-court
refinancings and distressed debt trading. We advise lenders and investors at all
levels of the capital structure as well as corporates/directors, central banks,
insolvency officeholders/trustees and government institutions. We work closely
with specialists in related practice areas including finance, corporate, real estate,
employment, pensions, tax, environment, regulatory, capital markets and
litigation to provide a seamless and integrated service.

Allen & Overy has some

of the best resources and
expertise to bring an
international deal together.
Chambers Global 2014

Allen & Overy is

recognised for its ability
to co-ordinate internally,
providing clients with
seamless representation
spanning numerous
specialisms.
Chambers Global 2014

Our recent experience includes advising:

Deutsche Annington
Immobilien Group
Deutsche Annington Immobilien Group (DAIG),
Germanys largest residential real estate
company in Germany, on the rescheduling of its
EUR4.5bn securitisation issued in August 2006.
This is one of the largest European real estate
finance and securitisation reschedulings since
the financial crisis.

Drydocks World
The creditors committee on the circa
USD3bn restructuring of Drydocks World.
Drydocks World is the largest shipyard facility
in the Middle East and a subsidiary of
Dubai World, one of the Dubai sovereign
holding companies.

Saur
The junior creditor committee on the
restructuring of SAUR, the French water
company. Awarded IFLR Europe Restructuring
Deal of the year 2014.

Zodiac Group
Zodiac Group on its debt maturity extension
implemented by way of schemes of
arrangement and the Chapter 15 recognition
of such schemes of arrangement in the U.S.

Vinashin
The agent and steering committee on the
successful restructuring of Vinashin. This is
the first restructuring of a highly important
Vietnamese state-owned enterprise.
The transaction has had macroeconomic
effects on the relevant jurisdiction,
with government involvement at the highest
levels. Implementation of the restructuring
was through a groundbreaking use of an
English scheme of arrangement.

The Co-operative Group

The Co-operative Group and The Co-operative
Bank on the recapitalisation plan for the Bank
which involved a consensual bail-in, the first of
its kind in the UK, and other capital raising
initiatives. We continue to advise the Group
and the Bank on the implementation of the
recapitalisation plan.

Dubai Group
The senior secured committee of lenders on the
USD10bn restructuring of debt of Dubai Group.

Nortel Networks
The monitor and the Canadian entities of
Nortel Networks Corporation on all Chapter 11
and Chapter 15 matters, including asset sales,
and we are now engaged in the cross-border
allocation trial.

Stemcor
The coordinating committee of creditors to
the Stemcor group on the restructuring of
approximately USD2.24bn of debt owing
by the group to financial creditors. Implemented
by way of two inter-conditional schemes of
arrangement (including a scheme of Stemcors
Singapore subsidiary), the restructuring involved
the conversion of Stemcors existing revolving
credit facilities into a term loan with a maturity
date of December 2015, together with the
provision of a USD1.15bn new committed
syndicated trade finance facility.

Al Jaber
The coordinating committee appointed in
connection with the circa USD4.6bn debt
restructuring of the Al Jaber Group.

www.allenovery.com

12

Our Banking practice at the heart of the worlds financial markets | 2015

Trade, commodities and export finance

With the recent drop in oil prices, geopolitical tensions and returning volatility,
the commodities markets are going through turbulent changes. In addition,
commodities finance documentation and security structures are becoming
increasingly complex, whilst stricter regulatory regimes pose further challenges.
Our Trade, Commodities and Export Finance team can translate complexity
and the increased scrutiny of security structures into practical and efficient
solutions. Our in-depth knowledge of the sector and track record in
documenting trade and commodity financings, and our litigators experience of
advising on a large number of disputes in the trade, commodities and export
sector allows us to identify and solve any issues upfront, providing our clients
with both practical and commercial advice.
Whether trading in physical commodities or commodity derivatives, using
commodities to generate cash flows within Sharia-compliant financings,
entering into a commodities financing, or structuring a complex commodities
arbitrage transaction, there are a plethora of diverse legal issues to consider
from documentation to credit mitigation and from regulatory approvals to
reputational issues. At Allen & Overy, we bring our expertise in each legal
discipline under one product umbrella to offer our clients a seamless solution.

Allen & Overy LLP

sets an extremely high
standard and is one of the
best firms for complex
structured deals.
Chambers UK 2014

We CAN ADVISE ON THE

FOLLOWING SPECIALISMS
Export credit agency backed financing
Pre-export financing and prepayment facilities
Reserves-based lending
Borrowing base lending
Corporate financing
Structured commodity finance
Commodity derivatives
Regulatory advice

Our recent experience includes advising:

Oman Refineries and
Petrochemicals Company LLC
Oman Refineries and Petrochemicals Company
LLC (indirectly owned by the Government of
Oman) on the project for the expansion and
improvement of the USD3bn Sohar Refinery in
Oman. Deal of the Year 2014 in Trade
Finance Magazine.

The export credit agencies and

international financial institutions
The export credit agencies and international
financial institutions on the STAR Refinery
Project in Turkey. Trade and Forfaiting Review
ECA Deal of the Year 2014.

The lenders
The lenders on a jumbo USD1.3bn prepayment
facility in favour of Glencore Energy UK Ltd for
advance payments for crude oil purchases from
the national oil company of the Republic of
Chad, Socit des Hydrocarbures du Tchad
(SHT). Trade and Forfaiting Review Deal of the
Year 2014.

Allen & Overy LLP 2015

The Security Agent and the

Receivers
The Security Agent and the Receivers in relation
to the USD700m borrowing base facilities for
OW Bunker & Trading A/S in connection with
the global insolvency of OW Bunker Group.
OW Bunker The second-largest listed company
by revenue in Denmark is owed USD1.4bn.
It went into liquidation after its banks refused to
extend credit following revelations of a USD125m
fraud at Dynamic Oil and a USD150m risk
management loss. Around USD600m is owed
by its two Singapore entities, USD330m by OW
Bunker Far East and USD270m by Dynamic Oil.
A USD700m facility extended by a syndicate of
banks to OW Bunker & Trading and OW Supply
& Trading (OW Bunker Denmark) gave the
lending syndicate claims over certain assets of
various OW Bunker entities around the world,
including the two Singapore subsidiaries.

Dispute resolution/litigation

KExim, K-sure, PIF, the Islamic

financers and conventional
banks and all finance party agents
KExim, K-sure, PIF, the Islamic financers and
conventional banks and all finance party agents
on Ma'aden's USD7.75bn phosphate mine
and associated petrochemical and fertilizer
complex. The new phosphate city is owned
by a joint venture with Saudi Arabian Mining
Company (Ma'aden), the Mosaic Company and
Saudi Basic Industries Corp. (SABIC). It is a key
part of the King Abdullah Project for the
Development of Wa'ad Al Shammal Mineral
Industrial City. This project involved lenders
from six countries across Europe, Japan, Korea,
UK, Saudi Arabia as well as domestic Saudi
government shareholders and foreign
shareholders from the US through Amsterdam.
Trade Finance Magazine Deal of the Year, 2014.

ABN AMRO and syndicate of

Middle Eastern banks
ABN AMRO and syndicate of Middle Eastern
banks on a secured uncommitted borrowing
base financing for Gunvor. Trade and Forfaiting
Review Deal of the Year Award 2014.

13

An award-winning banking practice

Allen & Overys banking practice has been awarded or has worked on hundreds of award-winning transactions,
demonstrating the exceptional service that it offers to clients. The diverse range of awards and the jurisdictions in
which they have been won are testament to the strength and depth of the practice and reflects Allen & Overys
position at the heart of the banking market.

Recent highlights include being named/awarded:

Syndicated Project Finance Deal
of the Year Roy Hill Iron Ore

M&A Deal of the Year for Shuanghuis

acquisition of Smithfield Foods

Aplma 2015

IFLR Americas 2014

Finance Team of the Year

Trade Finance Deal of the Year for the

Etihad Etisalat Company (Mobily)
USD645m ECA financing

Airfinance Journal Awards 2014

Islamic Finance News (IFN) Awards 2014

IFLR European Awards 2014

Syndicated Acquisition Finance

Law Firm of the Year

Banking, Finance, and Restructuring Team

of the Year for Stemcor

APLMA Awards 2014

British Legal Awards 2014

Export Credit Agency Deal of the Year

for the first Coface guaranteed capital
markets bond issuance (J.P. Morgan as
placement agent)

Most Innovative Deal of the Year

(British Airways on the first Enhanced
Equipment Trust Certificate (EETC)
transaction for a non-American airline and also
the first to incorporate Japanese Operating Leases)

Legal Business Awards 2014

Americas Deal of the

Year 2014 Freeport LNG
PFI Thomson Reuters 2014

Asia-Pacific Deal of the

Year 2014 Roy Hill
PFI Thomson Reuters 2014

European Power Deal of the

Year 2014 Gemini
PFI Thomson Reuters 2014

European Infra Deal of the

Year 2014 Mersey
PFI Thomson Reuters 2014

European Industry Deal of the

Year 2014 Georges Besse
PFI Thomson Reuters 2014

Middle East & African Refinery

Deal of the Year 2014 Star Refinery
PFI Thomson Reuters 2014

Middle East & African Industry

Deal of the Year 2014 Waad al-Shamal
PFI Thomson Reuters 2014

Middle East & African Power Deal

of the Year 2014 Kirikkale
PFI Thomson Reuters 2014

African Renewables Deal of the

Year 2014 Lake Turkana
PFI Thomson Reuters 2014

African Power Deal of the

Year 2014 Cenpower (Kpone)
PFI Thomson Reuters 2014

International Team of the Year

Banking and Finance China Law Practice
Awards 2014

Airfinance Journal Awards 2014

Global Finance Deal of the Year

(Acquisition Finance) for Numericable
acquisition of SFR
The American Lawyer Global Legal Awards 2014

Best Project Finance Law Firm

The Asset Triple A Regional Awards 2014

Restructuring Deal of the Year

for Vinashin
IFLR Asia Awards 2014

Best Law Firm in Insolvency

& Restructuring
Islamic Finance News (IFN) Awards 2014

Syndicated Project Finance

Deal of the Year for Ichthys LNG
Asia Pacific Loan Market Association
(APLMA) Awards 2014

North American Infrastructure

Law Firm of the Year
Infrastructure Investor 2014

Restructuring Deal of the Year for Aayan

Leasing and Investment Co. USD1.3bn
debt restructuring

PDP Deal of the Year for the first ever

multi-tranche debt capital market
pre-delivery payment financing
IFLR Europe Restructuring Deal of the
Year for Saur

Airfinance Journal Awards 2014

PDP Deal of the Year (the first ever

multi-tranche debt capital market pre delivery
payment financing)
Airfinance Journal Awards 2014

Asia Pacific Deal of the Year

(BOC Aviations USD1.5bn off-shore bond
issuance the first CNH issuance by a
Singapore-based corporation)
Airfinance Journal Awards 2014

Middle East Deal of the Year

(Emirates USD1bn amortising Sukuk)
Airfinance Journal Awards 2014

Export Credit Agency Deal of the Year

(the first Coface guaranteed capital markets bond
issuance (JPMorgan as placement agent)
Airfinance Journal Awards 2014

Regional Jet/Turboprop Deal of the Year

(Aviancas 15 ATR 72-600 purchase and the
first transaction to take advantage of Cofaces ability
to offer guarantees on ATR aircraft purchases)
Airfinance Journal Awards 2014

Islamic Finance News (IFN) Awards 2014

www.allenovery.com

14

Our Banking practice at the heart of the worlds financial markets | 2015

Banking online services

Allen & Overy provides a range of online services. These are accessed via a single, tailored web page and help our
clients to manage risk, keep up-to-date and share information. The service also includes a comprehensive online
resource library to enable you to find the answers to your questions quickly and easily. Clients can also register for
email alerts on those subjects they are interested in. Banking-related/key services include:

SERVICE

DESCRIPTION

Dealroom

Share documents and information securely with Allen & Overy and related parties.

Global Compensation Tracker

An online service specifically designed to help financial institutions assess the

impact of global and national reform on compensation structures.

Know-how Publications

Access Allen & Overys archive of client know-how publications and set up
email alerts on the subjects and jurisdictions you are interested in.

Loans and Security

Review information on the main issues relating to security interests and how to take
security over the main types of assets in different countries, along with information
on lending and tax.

Restructuring Across Borders

Analyse the framework in which different restructuring and insolvency regimes

across the world operate and interact as well as key comparative information
across those jurisdictions. Compare EU legislation regarding restructuring and
insolvency proceedings and security over financial collateral.

The University of Finance Law

The University is a three half-day legal technical training course introducing the main aspects of law and the
practice of finance transactions. It provides attendees with an understanding of the key legal principles at the
core of most finance transactions and introduces basic finance documents.
The course centres primarily on English law financing and the London loan market practice, but also analyses
the international position.
The University is taught by a combination of webcasts, seminars and facilitated group workshops. The seminars
and workshops are as interactive as possible and attendees have the chance to engage in negotiating and
commenting on basic documents and problem-solving. An open-book multiple choice quiz is held on the
last day to consolidate learning and attendees receive a certificate of attendance.
The University is run twice a year at our London offices. A buffet lunch is served each day, which provides
attendees with the opportunity to meet other bankers and Allen & Overy lawyers.

Allen & Overy LLP 2015

15

What our clients say about

The University of Finance Law
The course has been very good. The selection of topics and
speakers was excellent and gauged to the right level.
David Harris, Senior Solicitor, Bank of Scotland Corporate

The course gave me a very good basic knowledge of various

areas of law. In particular the insolvency and restructuring
exercise was useful as it was given by A&O who are
regarded as market leaders in this area.
Shazia Afghan, Solicitor, Lloyds Banking Group

This has been incredibly useful for me. It has provided me

with a greater understanding of the wider banking world
transactions that RBS has been involved in.
Tim Gaul, Associate Director, RBS, Global Banking & Markets

I found the course very informative. I would recommend it

to both lawyers and bankers back at Deutsche Bank.
Daryn Stilwell, Legal Counsel, Deutsche Bank

www.allenovery.com

For more information, please contact:

Stephen Kensell

Andrew Trahair

Joint Managing Partner

Tel +44 20 3088 2610

Joint Managing Partner

Tel +44 20 3088 2780

stephen.kensell@allenovery.com

andrew.trahair@allenovery.com

GLOBAL PRESENCE
Allen & Overy is an international legal practice with approximately 5,000 people, including some 525 partners, working in 46 offices worldwide.
Allen & Overy LLP or an affiliated undertaking has an office in each of:
Abu Dhabi
Amsterdam
Antwerp
Athens (representative office)
Bangkok
Barcelona
Beijing
Belfast
Bratislava
Brussels
Bucharest (associated office)
Budapest

Casablanca
Doha
Dubai
Dsseldorf
Frankfurt
Hamburg
Hanoi
Ho Chi Minh City
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Istanbul
Jakarta (associated office)
Johannesburg

London
Luxembourg
Madrid
Mannheim
Milan
Moscow
Munich
New York
Paris
Perth
Prague
Riyadh (associated office)

Rome
So Paulo
Shanghai
Singapore
Sydney
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Warsaw
Washington, D.C.
Yangon

Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee
or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLPs affiliated undertakings.
Allen & Overy LLP 2015 I CS1402_CDD-38418_ADD-50934

www.allenovery.com