Banking, finance, restructuring, capital markets and regulatory in Luxembourg - GLOBALLY CONNECTED
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Banking, finance, restructuring,
capital markets and regulatory
in Luxembourg
GLOBALLY CONNECTEDBANKING, FINANCE, RESTRUCTURING, CAPITAL MARKETS AND REGULATORY IN LUXEMBOURG
Contents
Banking, finance, restructuring, capital markets
3 and regulatory
4 Our services in Luxembourg and worldwide
7 Experience
9 Our global presence
10 Key contacts
2WWW.DLAPIPER.COM
Banking, finance, restructuring,
capital markets and regulatory
Our Team has in-depth expertise in banking, finance, restructuring, capital markets
and regulatory work across a broad range of sectors supporting our global and
local clients in advancing their strategies today to grow their business tomorrow
and to do business better. We are able to assist our clients on the whole value chain,
from the planning to the implementation, navigating through the complex legal and
regulatory issues. We cover the whole spectrum and are fully equipped to lead
multi-jurisdictional transactions from A to Z in an efficient manner.
Lauched in 2017, our Team focuses agents, lenders, listed and amongst others, transparency rules,
in Asset and Project Finance, non-listed companies, securitisation listing rules, capital adequacy, AIFM,
Funds Finance, Acquisition Finance, undertakings, alternative credit MAR, EMIR, MIFID, PSD, ESG etc.
Real Estate Finance, Structured providers, venture capitalists,
Finance, Securitisation Sustainable corporates, issuers, real estate Our specialists have a wealth of local
Finance, Restructuring and Capital funds, private equity houses, knowledge and are connected
Markets. We further focus and are project developers, insurers, to the DLA Piper offices around
able to assist from a regulatory vendors, government entities, the world where our clients
perspective on any of these airlines, lessors and manufacturers, frequently look to invest. We are
Banking, Finance, Capital Markets, on cross-border and national multi‑lingual, culturally sensitive,
Restructuring areas of law. finance transactions. innovative and apply sound
commercial judgment to client’s
We have extensive experience in We also act as regulatory experts legal and final decisions. We use
acting for a diversity of clients, for financial sector actors and and develop technology to ensure
including banks, arrangers and regulated entities with respect to, efficiency when we deliver work.
“We are multi-lingual, culturally sensitive, innovative
and apply sound commercial judgment to client’s
legal and final decisions.”BANKING, FINANCE, RESTRUCTURING, CAPITAL MARKETS AND REGULATORY IN LUXEMBOURG
Our Services in Luxembourg and
Worldwide
Luxembourg’s success is built on its traditional assets: stability and reliability,
strong anchor in the European Union and the Euro zone, reactive and
knowledgeable regulators, open to innovation, an unrivalled legal toolbox
with a stable, predictive and business oriented legal framework.
DLA Piper Luxembourg has emerged As such, our expertise specifically • financing the renovation,
with a peculiar ability to build bridges covers all areas relating to public transformation or construction
and to work in a collaborative offerings (P2P) and the acquisition of housing developments
manner with other DLA Piper offices. of majority or minority interests in (particularly off-plan) on all types
The interdependency between listed companies, from structuring of real estate such as offices,
sectors, groups and geographies is the operation through to logistics assets, shopping centres,
a source of competitive distinction drafting and/or negotiating all hotels and student residences,
for DLA Piper and the Luxembourg financing documentation. whether these assets are
office as it enhances client intimacy standalone or included in large
as the basis to gain advantage. REAL ESTATE FINANCE portfolios, in complex structures
We provide the leading market involving investment funds,
The team’s strength is unparalleled
players – lenders, investors, OpCo-PropCo, joint ventures
in the industry with regard to the
funds, mezzanine lenders, asset or trusts; and
breadth of coverage of complex
management companies, buyers
transactions and our project
and sellers – with a full range • real estate debt restructuring
management skills result in increased
of legal and tax services relating operations and the acquisition/
efficiency and have been praised.
to the completion of domestic and disposal of mortgage
international transactions from debt portfolios.
Finance
real estate finance, structuring
ACQUISITION FINANCE AND
of loans and their security packages
CORPORATE FINANCE
to drafting and negotiating their
We have solid expertise in corporate
financing documentation.
finance and LBO acquisition finance
(or refinance) acting for:
We advise our clients specifically on
• senior lenders, whether banks the implementation of:
or senior debt and/or mezzanine
• acquisition finance, the sale and
funds; or
leaseback of real estate assets
• Luxembourg or foreign investment or securities (both listed and
funds and/or borrowers. unlisted); and
“Our project management skills result in increased efficiency and
have been praised.”
4WWW.DLAPIPER.COM
FUNDS FINANCE We are trusted to advise not only on • Equity Capital Markets
Members of our Team have high value, structured transactions • IPOs across key global
developed a unique expertise in but also on standard documentation, exchanges
Funds Finance matters acting for new ABL products and the internal • follow-on share offerings and
banks, alternative credit providers, policies of our clients. rights offerings
investment funds, investment • IPOs of investment entities
managers or investors. We have SUSTAINABLE FINANCE • cross-border securities
the ability to cover the whole value Sustainable finance and sustainable offerings
chain of the financing, leveraging investments are a core segment • ongoing reporting and
on our strong Investment Funds of the overall ESG landscape: compliance advice
team when it comes to the they are ethically aligned with • public equity transactions,
implementation of the structure to modern corporate principles and pre-IPO financings and
develop tailored solutions. risk management while being convertible bond offerings
economically motivational in • ordinary or preferred shares
ASSET AND PROJECT FINANCE terms of value creation. Today
Our global asset and project finance we are seeing international • Debt Capital Markets and
team is experienced in: initiatives designed to screen and Structured Finance
manage responsible corporate Our Debt Capital Markets practice
• Cross-border transactions acting
financing activity generally, plus an has represented issuers and
for a broad international client
increasing number of businesses investment banks on numerous
base involving the procurement,
implementing substantial internal debt securities offerings in both
financing and leasing of aircrafts,
policy requirements for sustainable corporate finance and structured
engines, ships, yachts, business
finance and investments. finance debt capital markets
jets, rolling stock and other
transactions.
moveable equipment and
A wide range of sustainable financial
machinery, often incorporating • high yield debt offerings
products and instruments with
techniques that boost the success • structured and project bonds
positive environmental and/or
of the deals. • derivatives
social impacts is available, such
• portfolio asset sales
• New product developments, as sustainability-linked bonds,
• securitisations
with a wide range of structures, sustainability-linked loans, green
• collateralised loan obligations
including operating and finance loans, social bonds and green bonds.
• fiduciary issuances
leases, structured tax based
• mortgage bonds
leases, export credit financing, Capital Markets
asset portfolio sales and The DLA Piper International Capital
Alternative Credit
purchases, leasing company Markets practice comprises more
Providers
acquisitions, Islamic finance than 200 lawyers worldwide,
DLA Piper is uniquely experienced
structures, debt capital markets, with presence in most of the world’s
and positioned to advise alternative
pre-delivery payment financings key financial centres.
credit providers (ACPs) on all aspects
and residual value arrangements.
of their business globally.
We advise issuers, underwriters,
ASSET BASED LENDING arrangers, lead managers,
We have a long track record of
We have a strong, cutting edge, originators, dealers, trustees and
acting for ACPs throughout their
multi-jurisdictional ABL practice, depositaries on a broad range
investment life cycle.
which provides commercial and of equity and debt capital markets
effective advice on domestic and offerings, including structured
cross border transactions to: and project financings and
securitisations and collaborate with
• banks
our derivatives, financial regulation
• finance houses
and tax practices both in our EMEA
• sponsors
offices and in the United States.
• corporates
5BANKING, FINANCE, RESTRUCTURING, CAPITAL MARKETS AND REGULATORY IN LUXEMBOURG
We assist ACPs in setting Our team can help guide you We manage assignments from
up funds and advise upon through the regulatory landscape, the mid-market to the largest
jurisdictional, regulatory and which is becoming increasingly national and international
taxation considerations. complex. We help our clients to restructurings and insolvencies.
comply with the regulations to Globally, our experience also
• Once the structure is in place, protect their business and create extends to any contentious issues
we assist with fundraising and new opportunities. arising from restructurings and
leveraging of the investment insolvencies. We have significant
fund through our debt and INSURANCE REGULATORY experience advising clients on
equity teams. We have a substantial insurance investigation, enforcement,
operations and regulations litigation and asset recovery on a
• Our transactional teams then
practice and can advise both multijurisdictional basis.
take the lead in acting on the
with regard to insurance capital
investments themselves (whether
requirements, authorisation of In this area, our teams have
it be private equity, real estate
insurance companies and a wide- developed pioneering solutions and
or receivables).
range of product and conduct of commercially sounded results.
business issues.
Our ACP Advisory Group comprises
DLA Piper serves a diverse client
a team of over 100 partners and
FINANCIAL SERVICES base that includes debtors, lenders,
230 lawyers across EMEA in all the
REGULATORY government entities, trustees,
key financial centres offering a
We advise financial institutions of shareholders, senior executives, as
wealth of experience and expertise.
all sizes as well as national and well as distressed debt and asset
international companies that offer buyers and investors.
Regulatory
financial products. We actively advise
Our specialists enjoy a prominent
on a wide range of regulatory, risk With dedicated restructuring
position at the forefront of the
management and compliance issues lawyers across the Americas,
international financial services
around the world. Asia Pacific, Europe, Africa and the
enabling us to deliver incisive advice
Middle East, we have the knowledge,
on critical financial regulatory
Restructuring experience and resources to
issues. Our multi-market global
Our restructuring team advise address our clients’ restructuring
group advises clients on all aspects
clients on all matters relating to and insolvency needs on a national
of banks, payment institutions,
public and private companies in and international basis.
professionals of the financial sector
underperforming and distressed
and listed companies regulatory
situations. We serve a diverse
aspects and risk management
client base encompassing debtors,
work, including:
lenders, government entities,
trustees, shareholders, senior
• fund and investment
executives, and distressed debt and
management operator
asset buyers and investors.
structuring;
• regulatory compliance;
• on-going activities.
“Our team can help guide you through the regulatory landscape,
which is becoming increasingly complex.”
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Experience
Finance and • Advised FMS Wertmanagement • Advised the world’s largest
Restructuring on the sale of a pan-european commercial real estate services
• Advised Lone Star Capital on portfolio of mortgage loans for firm in the EUR124m external
the due diligence, financing and approx. EUR580m. refinancing of a Pan-European
acquisition of Propertize Bank in real estate portfolio, a EUR30m
• Advised Koramco Asset
the Netherlands including inter alia bridge loan for future acquisition
Management, a Korean asset
the due diligence, corporate, real and a EUR395m internal financing
manager, on the acquisition
estate, finance and restructuring restructuring. The underlying
by a Korean Fund of a portion
matters pertaining to real estate real estate assets were located in
of a c. EUR242m loan granted
assets located in 12 jurisdictions France, Belgium, Germany, Spain,
by a US bank to a group of real
and the underlying loans for a Netherlands and Portugal.
estate companies, managed
total value of EUR5.6bn.
by a leading global alternative • Advised a major investment
• Advised Herbalife Ltd, and its asset manager. The pan-European firm in relation to the acquisition
Luxembourg subsidiaries on real estate portfolio is held through and internal and external
its USD1.25bn credit facility companies located in Germany, financing of EUR2.2bn pan-
refinancing and the issuance the Netherlands, Austria, Finland European commercial real estate
of USD400m senior notes. and Luxembourg. loan portfolio and underlying real
estate collateral and real estate
• Advised EIG Global Energy • Advised the European investor
properties, in 10 jurisdictions
Partners, a leading institutional consortium Nordic Wind
(Austria, Belgium, Czech Republic,
investor to the global energy Power DA in connection with
Hungary, Luxembourg,
sector and one of the world’s their investment in Europe’s
The Netherlands, Slovakia,
leading infrastructure investors, largest onshore wind power
Switzerland, Romania and Italy).
on the USD10.8bn financing of the project to be built in Central-
acquisition by EIG Global Energy Norway comprising six onshore • Advised an international bank
Partners of a 49% equity stake in wind farms, with a combined on the GBP325m re-financing
Aramco Oil Pipelines Company. capacity of 1000MW. The total of the acquisition of the
investment in the wind farms Gherkin tower of London and
• Advised Austrian Airlines on
amounts to approximately subsequent amendments.
the analysis and structuring of
EUR1.1bn. The consortium is
a corporate, finance and tax • Advised a leading global
backed by a large Swiss utility, a
structure to reorganise their fleet insurer with the financing of the
major European insurance group
and get an external financing acquisition by a private equity
and three pension funds and
to cover immediate liquidity house of Spanish companies,
professional pension schemes.
requirements arising from the through senior secured notes,
Covid 19 pandemic, through a • Advised Carlyle, one of the senior subordinated notes and an
EUR300m multiple tranches term world’s largest investment uncommitted accordion.
loan facility agreement. management firms with
• Advised an asset management
USD260bn of AUM, on the
• Advised China Eastern Airlines company with the granting of
acquisition of a portfolio of
(CEA), one of the largest Chinese financing for the acquisition of a
27 distribution logistics assets
airlines operating domestic, private equity investment group
in France and Germany.
regional and international routes, fund, through a multitranche
on its strategic investment in • Advised Crédit Suisse Energy secured bond issuance.
Euronext Paris listed Air Infrastructure Partners on the
France-KLM. CEA and another EUR167m senior project finance
SkyTeam alliance member loan provided by Skandinaviska
Delta Air Lines each acquired Enskilda Banken and National
a 10 percent stake in AFK’s Australia Bank on the acquisition
share capital. of an 80% stake in Finnish utility.
7BANKING, FINANCE, RESTRUCTURING, CAPITAL MARKETS AND REGULATORY IN LUXEMBOURG
Capital Markets • Advised a financial sector issuance of EUR65m bonds
• Advised an American group client on its compliance with by a Luxembourg
in the design, manufacturing, tier 2 capital requirements. securitisation company.
and marketing of industrial and
• Advised a Belgian payment • Advised an English asset manager
consumer products sector on the
institution on its compliance by its on the set-up of a securitisation
issuance of CHF750m senior fixed-
products with PSD and AML. company and its issuance of several
rate bonds.
series of Euro bonds.
• Advised an Italian bank on its
• Advised an American group
compliance with the Luxembourg • Advised Luxembourg
in the design, manufacturing,
transparency requirements. securitisation vehicles on a
and marketing of industrial
multi-issuer programme of
and consumer products • Advised an Italian company on
USD500m with notes, listed on the
sector on the financing of an its compliance with market abuse
Official List of the Luxembourg Stock
USD13.8bn acquisition. requirements and insider dealing.
Exchange and admitted to trading
• Advised a Luxembourg company • Advised an English group and on the Euro MTF market.
on its IPO on the Australian customer communication
• Advised a French asset manager
stock exchange. solution provider on its set-up of
on the legal and tax components of
a Luxembourg regulated support
• Advised an American group, a complex financing structure with
professional of the financial sector.
being a global leader in medical a securitisation vehicle held by an
technology, services, and solutions • Advised a financial sector client Alternative Investment Fund.
on its USD3.5bn euro-commercial on its compliance requirements as
paper notes issuance and public interest entity and capital Insurance
entry into the Euro commercial markets related regulatory items. • Advising Luxembourg insurance
paper programme. entities on life-insurance products,
• Advised a Luxembourg bank
including provision of monthly
• Advised an American group, on its whole scope of regulatory
newsletters.
being a global leader in medical queries, including AML,
technology, services, and solutions outsourcing, dormant accounts, • Advised an Italian insurance
on its EUR6.5bn senior payment mechanics. group on its portfolio transfers.
notes issuance.
• Advised a Russian entity on • Advised a Luxembourg
• Advised an American group crypto-assets providing the related insurance broker on its
acquiring and collecting regulatory analysis. change of management and
nonperforming loans with its compliance obligations.
• Advised a Luxembourg entity
issuance of EUR60m bonds and
on virtual currencies in the • Advised a Luxembourg
listing on the securities official list.
gaming sphere. life-insurance entity on
insurance claims.
Regulatory • Advised an international group
• Advised an Indian group in and accounting, capital markets • Advised a UK managing general
the IT sector on the set-up of and HR provider on its merger agency specialised in, among
its professional support of the of two regulated entities from a others, the underwriting of
financial sector in Luxembourg. regulatory perspective. representations & warranties
regarding their Luxembourg law
• Advised an American group in
Securitisation governed warranty and indemnity
the banking sector on the indirect
• Advised an English bank as to insurance policy.
change of control of a funds
the Luxembourg aspects of an
management company. • Advised a leading automobile
English law governed variable
marque on queries related to
• Advised an American group funding note issuing and purchase
insurance, warranty and service
on its compliance with MiFID deed regarding the issuance of
included in one of their project.
II compliance regarding its EUR212.8m class A-2 floating
investment firm in Luxembourg. rate notes by a Luxembourg • Advised a Luxembourg
securitisation company. subsidiary of a Swiss insurance
• Advised an American group on its
company on life insurance
compliance with EMIR regarding • Advised an American
products linked to internal
its Luxembourg subsidiaries. group and capital
dedicated funds/collective funds.
solutions provider on its
8WWW.DLAPIPER.COM
Our team recognitions
From 2017 to 2021
Tier 3
LEGAL500, 2021
‘The firm offers comprehensive advice in the field of asset finance and the team
has a good knowledge of the banking regulatory framework.’
‘The banking, finance and capital markets team of DLA Piper Luxembourg has
a very hands-on approach to realising cross-border finance transactions. They are
very responsive, precise and have great experience and knowledge of the market.’
Recommended Tier 3
LEADERS LEAGUE, 2020 IFLR1000, 2021
Laurent Massinon:
“Highly “Leading
Regarded” Individuals”
IFLR1000, 2019-2021 LEGAL500, 2020-2021
‘An outstanding individual across capital markets and
regulatory matters’.
‘Very diligent, responsive and pragmatic.’
Legal500, 2021
Xavier Guzman:
“Next Generations
“Rising Star”
Partners”
IFLR1000, 2019-2021
LEGAL500, 2020-2021
‘Always proactive and provides valuable input.’
‘Professional and responsive.’
Legal500, 2021
9BANKING, FINANCE, RESTRUCTURING, CAPITAL MARKETS AND REGULATORY IN LUXEMBOURG
Our Global Presence
DLA Piper presence
Cooperation firm
AMERICAS EUROPE MIDDLE EAST AFRICA ASIA PACIFIC
Albany Northern Virginia Aarhus Manchester Abu Dhabi Algiers Auckland
Atlanta Philadelphia Amsterdam Milan Al Khobar* Addis Ababa Bangkok
Atlantic City Phoenix Antwerp Moscow Doha Accra Beijing
Austin Raleigh Birmingham Munich Dubai Bujumbura Brisbane
Baltimore Rio de Janeiro* Bratislava Oslo Manama Casablanca Hong Kong
Bogota Sacramento Brussels Paris Muscat Dakar Melbourne
Boston San Diego Bucharest Prague Riyadh* Dar es Salaam Perth
Brasilia* San Francisco Budapest Rome Ebène Seoul
Buenos Aires San Juan Cologne Sheffield Harare Shanghai
Calgary Santiago Copenhagen St. Petersburg Johannesburg Singapore
Chicago São Paulo* Dublin Stockholm Gaborone Sydney
Dallas Seattle Edinburgh Vienna Kampala Tokyo
Edmonton Short Hills Frankfurt Warsaw Kigali Wellington
Houston Silicon Valley Hamburg Lagos
Lima Toronto Helsinki Luanda
Los Angeles Vancouver Leeds Lusaka
Mexico City Washington, DC Lisbon Maputo
Miami Wilmington Liverpool Mwanza
Minneapolis London Nairobi
Montreal Luxembourg Tunis
New York Madrid Windhoek
Zanzibar
* Cooperation firms
10WWW.DLAPIPER.COM
Key contacts
Xavier Guzman Laurent Massinon
Partner, Location Head Partner
T +352 262 904 2052 T +352 262 904 2021
xavier.guzman@dlapiper.com laurent.massinon@dlapiper.com
Constantin Iscru Christina Nickel
Counsel Senior Associate
T +352 26 29 04 20 45 T +352 26 29 04 2004
constantin.iscru@dlapiper.com christina.nickel@dlapiper.com
Yann Zellet
Senior Associate
T +352 26 29 04 2617
yann.zellet@dlapiper.com
Dla Piper Luxembourg
37A Avenue John F. Kennedy
L-1855 Luxembourg
LuxembourgDLA Piper is a global law firm operating through various separate and distinct legal entities. Further details of these entities can be found at dlapiper.com. This publication is intended as a general overview and discussion of the subjects dealt with, and does not create a lawyer-client relationship. It is not intended to be, and should not be used as, a substitute for taking legal advice in any specific situation. DLA Piper will accept no responsibility for any actions taken or not taken on the basis of this publication. This may qualify as “Lawyer Advertising” requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Copyright © 2021 DLA Piper. All rights reserved. | 28 July 2021 | A01369-23
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