Our services to Her Majesty's Government - RM3787 Finance & Complex Legal Advice Services Panel - Dentons
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Our services to Her Majesty's Government RM3787 Finance & Complex Legal Advice Services Panel August 2019 Official/Sensitive
RM3787 Finance & Complex Legal Advice Services Panel Our global commitment to Government and to HMG We have a global commitment to and understanding of government business. This is in our DNA; it affects who we hire, how we train our people and the services we offer. We target work for governments, worldwide. Our UK team has advised over 40 governments outside the UK and has long been known for its work for HM Government − half of our UK partners have worked on HMG business. Our Government team, across all our legal disciplines, is trained in how to work with government through our Government Academy so it hits the ground running, with real understanding of how government works and how to get business done. We welcome recruits from government legal teams. We are proud of our track record and our strong relationships with Government and would like to thank BEIS (and before that DECC), the Cabinet Office, Defra, DFID, DfE, DWP, the FCO, HM Treasury, the Home Office, the Ministry of Defence, UKEF, UKGI, and our other HMG clients for the trust and confidence they have placed in us over recent years and the interesting projects in which we have been privileged to be involved. England, Wales and Scotland Dentons has approximately 200 partners and 800 lawyers and is fully equipped to advise HMG in England, Wales and Scotland. Supporting HMG outside the UK since 2017 Our exceptional global reach has already been valuable to HMG. Dentons' lawyers in the following countries have supported Brexit or trade-related work for HMG : Austria, Belgium, Canada, Czech Republic, Dubai, France, Germany, Holland, Hong Kong, Italy, Poland, Romania, Singapore, S. Korea, Spain, Taiwan and the USA. In addition, we have coordinated or are coordinating input from Dentons is the world's largest law firm by headcount; we have non-Dentons lawyers from our network to HMG work in Cyprus, Finland, Greece, over 10,000+ lawyers and professionals in 177 locations in 79 Japan, Norway, Portugal and Sweden. Dentons has also been appointed to support CEFAS across the Caribbean and Africa. countries. We combine the heritage of 250+ years' practice in the UK with the commitment to change of a challenger brand, seeking to reinvent the practice of law. Our geographic reach and cultural approach mean we can bring to bear, for the benefit of our Government clients, lessons learned from our work for other governments around the world, many of which face similar challenges. We can also offer practical support − from meeting rooms, secretarial support and local language skills to deep local law expertise, globally. We have founded the world's broadest and deepest law firm referral network and so can support HMG's selection of counsel in 175 jurisdictions, worldwide. Security cleared team - 20 members of our team have security clearance at all levels. 1
Click to see our expertise in your required specialisms We have substantial resources in each of the legal specialisms covered by our appointment to the panel and have outlined our expertise in each area (click through for more information): Corporate Finance Asset Finance Rescue, Restructuring & Insolvency High Value or complex transactions and Financial Services, market and disputes competition regulation High value or complex merger and Investment and Commercial Banking acquisition activity Insurance and Reinsurance Projects of exceptional innovation and complexity Investment and Asset Management All aspects of law and practice relating Equity Capital Markets to international trade agreements, Debt Capital Markets investments and associated regulations, and to the United Kingdom's exit from the EU Credit/bond insurance, counter indemnities, alternative risk transfer mechanisms Notes: 1. All client-related information is either cleared for use or is not confidential. 2. Some limited experience cited is of partners at their previous firms. 3. All our offices work in integrated teams, nationally. As such, offices have no service limitations but not every office has lawyers from every service line. 4. Each page has a link (top right) that will bring you back to this page. 02/09/2019 2
How to access our services Get in touch with our relationship team − your concierges to our services We have established a core HMG relationship team, all of whom work extensively for Government. They are your service concierges and will connect you to the team you need, whether that be from Dentons or one of our partner firms. Relationship Team Jeremy Cohen Catherine Bingham Christopher CEO, Strategic Partner, co-head McGee-Osborne Tessa Blank Relationship Manager Global Government Partner, co-head Partner T +44 20 7246 7371 T +44 20 7320 6367 Global Government T +44 20 7246 7128 M +44 7818 04548 M +44 7771 842799 T +44 20 7246 7599 M +44 7880 055799 M +44 7771 842846 Sarah Lima Abbie Pokorny Edward Hickman Mark Bassett Senior Associate Senior Associate Partner Counsel T +44 20 7246 7412 T +44 20 7320 3940 T +44 20 7246 7705 T +44 20 7246 7236 M +44 7557 847516 M +44 7741 323691 M +44 7940 426154 M +44 7795 618271 "A key part of Dentons' strategy is its long commitment to working for Government. We are delighted to be on both the General Legal Services and the Finance and Complex Legal Services Panels. Please contact me to discuss any aspect of our service." − Jeremy Cohen Other key professionals Debi Coles Senior Key Account Manager Rachel Harris Adam Brown Zara Skelton Samuel Little T +44 20 7246 7126 Key Account Manager Knowledge Manager Knowledge Manager Revenue Controller M +44 7785 573994 T +44 20 7320 6874 T +44 20 746 7014 T +44 20 7320 6087 T +44 20 7246 7281 02/09/2019 4
Click to go back to top Corporate Finance Greek roads: In the Greek financial crisis, advising the Greek Aprirose Limited: Advising this UK-based real estate Key facts Government on the financial restructuring of their toll roads investment company on the financing arranged by Goldman projects. This involved separate and drawn out discussions Sachs of its acquisition of QHotels group. The total purchase 33 Partners with 3 project consortia and supporting bank syndicates. price paid to Bain Capital Credit and Canyon partners was 24 Senior Solicitors DECC: Carbon Capture & Storage Commercialisation £525 million. The portfolio includes 26 four- and five-star 43 Solicitors Competition: The firm's work on CCS included drafting and hotels and golf courses across the UK, with a number of them 2 Paralegals/trainees negotiating (with the two preferred bidders) bespoke located in cities ie Manchester, Leeds and Glasgow. Contracts for Difference designed for up to £8bn funding for Cola Içecek Anonim Şirketi (CCI): Acting as Turkish, US Key people CCS. This involved detailed work on the EMR generic CfD to and English law counsel to CCI, the Coca-Cola bottler for Catherine Astruc, Partner make it suitable for use with CCS technology (for example, Turkey, Central Asia, Pakistan and the Middle East, on its Has a very broad adding a mechanism to ensure that CO2 which leaked successful issue of US$500 million 4.215% Notes due 2024 finance experience in offshore gave rise to a claw back of difference payments) and (Rule 144A/Regulation S). acquisition and leveraged to interface with DECC's grant funding contract (for example Kohlberg Kravis Roberts & Co: Advising on the €6.8 billion finance, general corporate by allowing adjustment to the strike price if risks taken by acquisition of Unilever’s spreads business. The business is lending, workouts and HMG crystalised). As a result, we gained a very detailed active in 100+ countries and we advised through our offices in restructuring acting for a mix of working knowledge of the CfD as it evolved during EMR most jurisdictions. The acquisition was agreed 24 hours after financial institutions, sponsors and other corporate borrowers. BEIS: Advising on the sale of the Green Deal Finance KKR became preferred bidder. The complex/time-pressured James Irvine, Partner Company (GDFC) (the government being the senior/junior transaction, required establishment of a business the size of a James is a multi-specialist lender to GDFC). FTSE100 group from scratch. Dentons led: global legal due corporate finance lawyer with ING Bank and others: Advising on the Scottish aspects of diligence; assisted on the structuring and negotiation of emphasis on insolvency and c£1bn of funding provided to Floatel International Group. As transaction documents; establishing a group wide new IT restructuring, asset based well as advising on transactional paperwork we providing system and licences and permits for the global business. The lending and general banking. specific structuring advising around the approach to the UK team led around 200 Dentons and a further 100 non- James now acts primarily for security package for the transaction Dentons lawyers globally. banks and other financial Virgin Atlantic Airways: Advising on its three-year, US$150 Government Grant Schemes: Advising: DECC on institutions on a range of mainstream transactions and he million secured syndicated revolving credit facility with options establishing the Green Deal financing structure & disposal of has both transactional and to increase to US$350 million and extend the term to five the Green Deal finance company; DFE on negotiation of general advisory experience. years. The was secured against aircraft and engines and will brand licences, state aid and grant funding (incl security & be used to help the airline invest in its customer experience clawback) for Institutes of Technology (12 consortia Isaac Felderbaum, Partner and plan for future growth. successful so far); BEIS on design and State aid approval for Heads up Dentons' syndicated MHCLG: Acting under the current panel on its assessment of British Business Bank, to increase supply of credit to UK loans team. His experience a funding request from a County Council under the EU SMEs. EU approval was secured for the mandated arm of the covers secured and unsecured lending both bilateral and funding requirements, in connection with a low carbon fund. BBB to be funded by up to £6bn on a non-commercial basis; syndicated with sovereign, BEIS and LCCC: Advising on the updating and "Brexit- Creative Scotland developing funding and grant agreements international organisations, proofing" of the industry standard Contract For Difference. for Scottish screen/creative industries & Scottish Investment financial institutions and corporate Bank on grant, debt & equity funding for early stage and borrowers and additionally community interest companies. advising on structured finance. Kinds/Volume of Clients: HMG. Large number of listed and private corporate businesses and private equity houses on their financing work including Aberdeen Asset Management plc, Optos plc, Superglass Holdings plc and British Polythene Industries plc , Blackstone, Kohlberg Kravis Roberts, Ryanair, Airbus, Qatar Airways, etc.), governments (Ghana, Kenya, Oman), energy For help and support in Corporate Finance law please email: 3 and infrastructure companies (Total, John Laing, EDF) HMGRelationshipTeam@dentons.com
Click to go back to top Corporate Finance Case Study − Oaktree cross-border securitisation As well as providing English law advice, we coordinated Irish, Luxembourg, French and Spanish law advice, and project managed the complex cross- jurisdictional issues and many varied aspects of this transaction in a cost efficient Dentons advised on the successful purchase of two residential mortgage loan manner, utilising appropriate qualified personnel with the appropriate charge out portfolios from the Irish Bank Resolution Corporation (the "IBRC") by funds rates so as to reduce the overall cost to the client. Dentons regularly discussed managed by Oaktree Capital Management, L.P. The IBRC was formed by the key project deliverables and project management with the client (Matt Gilmour, court-mandated merger of two nationalised Irish state-owned banking institutions, one of the managing directors of the client's captive asset manager, commenting Anglo Irish Bank and Irish Nationwide Building Society. that he uses Dentons for their project management skills as well as their legal The residential mortgage loans are subject to Irish Central Bank regulation, and skills) are managed by an Irish regulated mortgage servicer. Dentons achieved the client's desired commercial objective in a compressed Each purchase was by a newly incorporated Irish company, which funded itself timeframe. This required Dentons to have expertise in all of the fields referred to through a senior warehouse facility (made available by Citibank, N.A., London above, identifying the possible legal issues for the different stakeholders, and Branch, under an English law facility agreement) and through junior loan notes addressing them all in a practical and pragmatic way. The client treated Dentons (subscribed by an Oaktree Luxembourg fund vehicle). as their interface with each of the other legal teams in each jurisdiction After two years, each purchaser subsequently refinanced all or part of its senior (comprising Dentons' overseas offices and non Dentons offices), saving the client warehouse facility agreement by securitising some of its mortgage loans in April time and minimising the risk of legal risks not been addressed. 2017. This involved the sale of mortgage loans to a new Irish vehicle, Grand When purchasing the loan portfolios from the IBRC, the purchaser received no Canal Securities 1 DAC, which in turn issued over Euro 320,000,000 asset warranties from the IBRC. Dentons therefore coordinated appropriate due securitisation notes backed by such mortgage portfolio. diligence to mitigate the risks for our client purchasing a loan portfolio without the These securitisation notes are governed by English law, and were placed with benefit of asset warranties. investors across Europe, in accordance with applicable European regulatory Dentons' knowledge both of the legal and commercial risks and of investor restrictions. This was an innovative securitisation, being one of the first appetite enabled us to give strategic advice to the client as to which risks the securitisations of secondary traded Irish residential mortgage loan portfolios, with client should take and which risks securitisation investors would be willing to take. a number of new structural and credit enhancement features. This transaction is These investor risks were then described in the prospectus, under which the similar to the UK Asset Resolution and Bradford & Bingley plc UK mortgage loan securitisation notes were offered to potential investors. portfolio sales, and the subsequent Ripon Mortgages and Harben Finance securitisations, in respect of which Dentons acted for the Financial Services Compensation Scheme. Dentons provided key strategic advice on this innovative transaction, advising on different possible strategies for the client (for example, a portfolio sale vs a securitisation; in-house asset management vs third party asset management). Dentons helped devise a risk retention structure to comply with recent EU capital requirements regulations applicable to regulated entities investing in securitisations. Dentons documented various structural enhancements to the securitisation to make different classes of notes appealing to different classes of investors and to obtain the desired credit ratings. 4
Click to go back to top Rescue, Restructuring & Insolvency Key facts Carillion (Project Athens): Advising Cabinet Office & MOJ Hatfield Colliery Partnership Ltd: Acting for coal mine 14 Partners in the contingency planning for Carillion's failure. Including operator on series of financial restructurings including 8 Senior Solicitors the transfer of contracts to GovCo. Advising on procurement, bilateral loans with the National Union of Mineworkers, and 20 Solicitors insolvency, employment, pensions & public law. DBIS; sale and lease back arrangements with key 3 Paralegals/trainees Carillion (Official Receiver and Special Managers): stakeholder; and a £20m reimbursable grant from DBIS by Advising on all aspects of the liquidation. Including continuity way of closure aid (a form of state aid). Key people of supply and transfer of contracts to other suppliers or HMG. Financial Services Compensation Scheme: Advised on Tessa Blank, Partner Profile: Experienced in all areas Project Muscat: Advising DHSC on contingency options the nationalisation of Bradford & Bingley, including assisting of contentious insolvency work regarding a waste disposal supplier. in drafting emergency legislation and transacting a loan of and significant experience in Project Bonaparte: Advising DFID on serious issues in a £15.65 billion by FSCS to B&B. and currently advising on restructuring and non- British Overseas Territory arising from the insolvency of a ongoing asset disposals. contentious insolvency work. principal contractor on a multi-million pound project to Lehman insolvency: Advised administrators of Lehman Has advised HMG and all other construct an airport. group company on a priority dispute (Waterfall litigation) stakeholders both domestically Virgin Stagecoach: Advised on termination of East Coast concerning $10bn surplus in UK group insolvency. Supreme and in cross border matters. Main Line passenger rail franchise, including possible £multi- Court judgement landmark case. In addition helped the client Neil Griffiths, Partner bn variations to and renegotiation and/or early termination of hedge litigation risk in an innovative JV between the client & Profile: Specialises in all the franchise; public law, procurement, judicial review, 2 US hedge funds. aspects of insolvency, in litigation, financing & solvency issues, tax, pensions and Birmingham Highways: Acting for Lloyds Bank plc as agent particular contentious and communications strategy (incl. Parliamentary proceedings). for the lending syndicate in relation to the restructuring of a litigious work. Much of his work is high profile and Mriya Agro Holding plc: US$1.3 billion Ukrainian PFI contract for the upgrading and maintaining of the confidential and focuses on agricultural restructuring. Advising Cypriot liquidators on debt Birmingham Highways project. negotiating successful restructuring of this Ukrainian agro-industrial group. The Many national governments: Advising on industry outcomes in complex and complex, 3-year transaction involved a group-wide corporate restructuring and privatisations. sensitive situations. re-organisation of the industrial asset and land bank holding Bradford & Bingley Building Society: Advising the Celia Hayward, Partner companies of the group & innovative financial restructuring. Financial Services Compensation Scheme on the £18bn Profile: Specialises in ShEx and DBIS: Advising in lending £4m to the UK coal rescue of depositors. Working with HM Treasury, the Bank of banking workouts and group to support a managed wind-down of the group's last 2 England and the Financial Services Authority, we assisted in restructuring and general deep coal mines. the drafting of emergency legislation and created a corporate lending. Has experience of acting for Aardvark TMC Limited: Acting on its court-approved framework for the protection of depositors. facility agents, security restructuring, and subsequently acting for KPMG as Network Rail: Advising on its bid for part of British Steel's trustees, senior and administrators on a disposal of its Scottish coal mining business at Scunthorpe which follows the process of mezzanine lenders, steering interests to Hargreaves Surface Mining Limited. liquidation of British Steel Limited. committees, borrowers, Petroplus: Advising the administrators, PwC, on the administrators and other key administration of two of the UK subsidiaries of Petroplus, parties in the workout arena. which owned and operated a refinery at Coryton and a Ian Fox James Wilson storage facility in Teesside. Celia Hayward Doug Blyth Stuart Fitzsimmons Craig Kennedy Susan Kelly Jonathan Sears Kinds/volume of clients: HMG; numerous large corporates and financial institutions; insolvency officers. Numerous national For help and support in Rescue, Restructuring & Insolvency law please email: governments HMGRelationshipTeam@dentons.com 5
Click to go back to top Rescue, Restructuring & Insolvency Case Study − Carillion and Property etc. Order 2008, (the B&B Order) which provided for transfer of B&B's deposit book and certain assets to Abbey National (Santander). The transfer was On 15 January 2018, Carillion plc, the UK’s second biggest construction/services matched by cash of £18bn, (equivalent to the transferred deposits) paid by FSCS to firm, went into liquidation. The Official Receiver ("OR") was appointed as liquidator, Abbey National in lieu of compensation to depositors under the FSCS compensation assisted by PwC as special managers. Carillion was a strategic supplier to HMG, scheme. This in turn required FSCS to raise £15.65bn by borrowing from the BoE delivering c.450 contracts accounting for 38% of Carillion's revenue (c.£2bn). (later from HMT). This loan was negotiated and documented over the weekend, and Dentons was originally retained to advise the Cabinet Office (CO) on contingency the documents, and the B&B Order, were finalised, approved and signed by the PM planning in case of Carillion's failure and was then retained in parallel by the OR on and the Chancellor on Monday morning. £18bn was paid by FSCS to Abbey National the liquidation. We: (1) advised on strategy for, and negotiated transfer of, 19 at the same time. This enabled HMG to announce the rescue of B&B depositors contracts to new providers or in-house to Government; (2) reviewed, devised strategybefore markets opened. We later advised FSCS on another "Resolution Weekend" for and produced disclaimer notices for 275 commercial contracts & 96 properties. on the collapse of Icelandic Banks Kaupthing and Heritable and the failures of The disclaimer process required strategic input as to which contracts needed to be Landsbanki (Icesave), London & Scottish and Dunfermline Building Society. The disclaimed, weighing the cost & value of the exercise; (3) helped develop strategy for Treasury Select Committee Enquiry into the banking collapse commended the FSCS employment & pensions issues which were often extremely sensitive and required for its innovative solutions. Following the resolution of B&B, Dentons continued to urgent attention; (4) undertook detailed contract review of 37 complex PFI/PPP advise FSCS on the recovery of its £15.65bn advances. In 2017 this work culminated projects, including developing & implementing advice around transfer/exit; (5) in the announcement that a large part of the B&B mortgage book was to be sold to a developed policies regarding contracts with suppliers & customers and then consortium of major financial institutions, resulting in a recovery of £10.9bn by FSCS, implemented that strategy in direct negotiations; (6) co-ordinated & drafted with further recoveries to be made from future disposals. documentation required for the appointment of the OR and/or special managers to the companies in liquidation; (6) advised on whether to continue 88 separate sets of litigation; (7) advised in respect of Select Committee hearings; (8) helped develop and implement environmental/health & safety advice. Case Study − FSCS – Bradford & Bingley (B&B) and other rescues We were instructed by FSCS shortly before news broke that B&B was in financial difficulties. A Dentons team attended emergency weekend meetings at HM Treasury with FSCS' General Counsel. The B&B rescue required high level legal skills applied at short notice under extreme time pressure – a solution had to be devised, negotiated, documented and implemented within 48 hours. This demanded innovation and a collaborative approach to problem solving, motivated by the need to maintain the integrity and stability of the UK banking system. Between Saturday morning and Monday morning – now termed a "Resolution Weekend" - we worked with advisers to HMT and the Bank of England to create a rescue for B&B's 2.5m depositors; the first of the financial crash. It raised challenges not faced in living memory. FSCS was at the centre of the solution, which was to transfer B&B's depositors to another, healthy bank. The rescue required emergency secondary legislation under the Banking (Special Provisions) Act 2008 before markets opened on the Monday. We helped draft the Bradford & Bingley plc Transfer of Securities 6
Click to go back to top Financial Services, market and competition regulation Key facts Financial Conduct Authority: European supranational organisation: Advising on the ongoing • Adrian Magnus was seconded to the FCA's Competition Division Market Abuse Regulation obligations of an issuer of listed bonds. 16 Partners for six months, working with senior officials from all the FCA's Financial services firm: Advising on a leniency application to the divisions on preparations for competition concurrency. competition authorities. 9 Senior Solicitors • Celyn Armstrong and Katharine Harle have 12 years experience Scottish electricity market privatisation: Advising on EU and 10 Solicitors in-house at the FCA/FSA, including during the financial crisis. competition law aspects. 4 Paralegals/trainees • We successfully defended the FCA from BBA's judicial review of its Passenger rail franchise owning groups: Merger clearances for PPI complaints handling rules. passenger rail franchise acquisitions for clients including: MTR Key people • We succeeded in striking out Stewart Ford's £600m claim for Corporation; National Express; Virgin Rail Group, Stagecoach. misfeasance in public office in respect of the FCA's enforcement Regulated Utility Market Reform: Advising Ofgem on the New Adrian Magnus, Partner action against him and Keydata. Electricity Trading Arrangements (the current wholesale electricity He has over 30 years’ FSCS: Advising on its recovery of £10.9bn following the Treasury's market framework) and on offshore transmission regulation; National experience of advising clients sale of a portfolio of mortgages from Bradford & Bingley to Blackstone Grid Gas on the Network Code/Unified Network Code (the wholesale on a wide range of UK and EU and Prudential and assisting with numerous high profile defaults gas market framework). competition law issues, including London Capital & Finance and Connaught. The Association of Train Operating Companies: Advising on the including UK and EU merger Ofwat: Supporting Ofwat's team in relation to the exercise of its Network Code (the code for allocation of rail capacity). Now advising control, cartel investigations statutory functions regarding the water special merger regime for the Network Rail on the same. (including advising on several merger of Severn Trent and Dee Valley; the first merger considered Toshiba: Advising on the regulatory, investment and other clearances dawn raids), market under new statutory provisions which enabled the CMA to clear a in the UK, France, Germany, Belgium, Italy, Sweden and The investigations, competition- qualifying merger at “Phase 1". Netherlands for its sale of Westinghouse. related litigation and disputes, Ofwat: Advising on the proposed guidance and template agreement Transport for London on State aid and competition law aspects of its abuse of dominance, public for adoption of water and wastewater infrastructure, aimed at telecommunications project to deploy wireless connectivity across its procurement, commercial improving competition and consumer outcomes in the construction and estate and network. agreements and conduct, and adoption of new infrastructure. MHCLG: Advising on an application to set up a financial instrument – compliance training. Elexon: State aid and regulatory advice in relation to a proposed the low carbon innovation fund (LCIF2) - under ERDF rules. This Michael Dean, Partner electricity industry code modification to seek to manage the involved assessing the compliance of over £9m of ERDF funding from Michael has 30 years suspension of the Capacity Market when state aid approval was an EU funding rules, state aid and public procurement perspective. experience of EU and quashed. Standard Life Aberdeen plc: Advising in relation to the FCA’s competition law advice and Green Investment Bank: EU state aid approval for £3bn capitalisation platform market study proceedings before the courts of GIB and extension of GIB's remit. National Investment Agency: advising on repayment obligations in and the UK and EU Airports Commission: Advising on potential state aid issues as part respect of rescue aid made to a company in financial difficulty in competition authorities. of its Reports to HMG. anticipation of its sale. DECC: Supporting state aid process on UK carbon capture and Merger control: Advising a range of clients on UK, EU and storage. international merger control approvals, including: Enbridge, Total, AL- Katharine Harle David Collins British Business Bank: Advising HMG on the design, establishment KO, Avis Budget, KPS Capital and Kohlberg. Chris Graf David McGowan and state aid approval of the BBB. Financial services firms: acting in relation to internal and regulator Catriona Munro Carolyn Burns Highlands & Islands Enterprise: Defence against a Francovich investigations into financial regulatory breaches and financial crime Guy Norfolk Charles Wood damages claim and a state aid complaint. matters. Michael Wainwright Matthew Hanslip Celyn Armstrong Ward Kinds/volume of clients: HMG; Banks, asset managers, energy companies, transport/infrastructure providers, retailers, regulators Christopher including: Aberdeen Asset Management; Aegon UK; AIG; Aon; Avis Budget; BGL (comparethemarket.com); Centrica Storage; McGee-Osborne DECC; DHL; EDF Energy; Edinburgh Airport; FCA; FSCS; Flextronics; Informa; JPMorgan Chase; John Lewis; KKR; Lloyds Bank; Luton Airport; Mizuho; MTR; Network Rail; Ofgem; Ofwat; Qatar Airways; RBS; Royal Mail Group; Sainsbury's; Sainsbury's Bank; For help and support in Financial Stagecoach; Standard Life; SMBC Europe; Total; Transport for London; Wizz Air; World Fuels; Yamaha Music Europe Services law please email: HMGRelationshipTeam@dentons.com 7
Click to go back to top Financial Services, market and competition regulation Case Study − Ofwat, Water and Sewerage drafting of documents for which Ofwat was The final judgment provided the regulator with a Liberalisation responsible. significant and helpful analysis of its powers under • Developing a transition plan for the new regulatory FSMA and the interaction between the FCA Principles We provided legal support to Ofwat, to develop the framework to ensure the orderly transition of the old and more detailed rules. This was particularly timely as regulatory framework for retail competition in the competitive market to the new market, supported by it preceded the regulator taking a more interventionist market for water supply and sewerage services to legally enforceable obligations. approach, which would not have been possible under businesses in England and Wales. Regulatory impact • Engaging with the legal teams at other stakeholders FSMA as it was had the BBA arguments succeeded. assessments suggested the market changes could to ensure smooth delivery of legal workstreams. benefit 1.2million non-household customers to the tune During the course of the litigation we provided practical • Supporting robust decision making processes by of £200m. Additional pressure to ensure success came and concise advice to ensure the regulator complied producing more formal legal notes for senior from the problems with a previous attempt to introduce with its duty of candour and dealt robustly with tactical decision makers where appropriate. retail competition in 2005. disclosure requests. Since the challenge was also • Supporting the development of operational brought against the Financial Ombudsman Service we There was a complex governance and delivery processes that supported the regulatory framework. put in place a common interest privilege agreement structure to take account of the interests of industry, • Managing the legal risks register with the in-house enabling us to work closely and co-ordinate with their Defra, the Welsh Government and Ofwat. The different team. legal team. We instructed a mix of regulatory and policy position of the Welsh Government on retail The enlarged competitive market opened on time on 1 judicial review counsel who ultimately compared competition added complexity and a private sector April 2017. Several new companies have been granted favourably to the BBA's counsel (who included Lord “delivery partner” was appointed to achieve some licences, incumbent water and sewerage companies Pannick QC). Instructing solicitors complimented us project milestones. have taken the new opportunity to exit from the retail on working closely and effectively with them whilst We advised on the following Public Law, Projects, market and there is evidence of customers switching paying due deference to their expertise thus avoiding Contracts, Competition Law, Outsourcing, Dispute provider. duplication and keeping costs down whilst still Resolution, EU Law, Public Procurement Law, achieving a successful outcome. Case Study − FCA judicial review Environmental Law, Finance, Restructuring/Insolvency, Information Technology, Information Law, Real Estate, £36 billion worth of consumer redress has been paid Tax and Employment Law including the following: since we assisted the FCA (then FSA) in successfully • Providing analysis of the legal requirements for the defending their PPI complaints handling rules from a project based on the project plan and the enabling judicial review brought by the BBA. This high profile primary legislation to identify key legal workstreams, challenge was all dealt with on an expedited basis with interdependencies and deliverables as well as a rolled up permission and merits hearing within 6 issues for to be resolved. months of the claim being issued ensuring consumer • Advising policy leads on the constraints of the legal redress was not delayed. framework to support the development of optimal The public face of the BBA's challenge was that the policy solutions. FCA was imposing sales standards retrospectively. As • Providing input on 10 pieces of secondary well as mounting claims of illegality based on complex legislation, drafting licence conditions and drafting points of statutory interpretation, the claim traversed an or revising 5 new industry codes and several pieces extensive period of insurance sales regulation dating of guidance which implemented the project plan and back to pre-1998. Responding to the claim and policy solutions. demonstrating that there was no retrospectivity • Preparing papers for and attending industry required extensive interviews and evidence covering workshops in relation to key workstreams. years worth of consultation papers and public 8
Click to go back to top Investment and Commercial Banking Key facts Republic of Kenya: Advising the borrower on the US$800 UK clearing bank: Advising on £100 million facility for 33 Partners million loan from a syndicate of banks and negotiating the Primary Health Properties, the UK's leading healthcare 24 Senior Solicitors same with the lenders and their legal advisers. The loan will property investor, secured on a portfolio of 40 medical 43 Solicitors fund over 200 infrastructure projects in Kenya. centres, GP surgeries and pharmacies across the UK. 2 Paralegals/trainees OakNorth Bank: Advising on its £20 million term, capex and Real estate developer consortium: Advising the joint Key people revolving credit facilities with Brasserie Bar Co Ltd, the Core venture company on its financing and development Capital owned group behind restaurant and pub brands arrangements for Phases 1 and 2 of Union Park, Uxbridge Catherine Astruc, Partner Brasserie Blanc and the White Brasserie Company. The which will provide more than 130 residential apartments. Banking partner with very broad proceeds will be used to pay down historic debt owed to ESO finance experience in Capital and roll out a further 24 new sites over the next five Leading global bank: Advising the bank in all its capacities acquisition and leveraged years. on c€635 million of real estate finance investment facilities to finance, general corporate Chariot Top Group BV, a special purpose vehicle lending, workouts and NYX Gaming: Advising on its £275 million super senior incorporated in the Netherlands and owned by an equity restructuring acting for a mix of revolving credit and term, unitranche and accordion facilities consortium including, amongst others, funds managed by financial institutions, sponsors with Ares Capital and Barclays. The new facilities Oaktree Capital Management, L.P. and Redefine Properties, and other corporate borrowers. are being used primarily to redeem NYX's outstanding senior to acquire a c€1 billion retail portfolio from Ares secured Canadian debentures due December 2019 and to Management L.P., AXA Investment Managers – Real Assets generally streamline the group's capital structure. and Apollo Rida. Edward Hickman, Partner Leading structured finance and capital markets lawyer, who has ICBC (London): Advising the bank on its £60 million three- Leading international bank/ Scottish Widows Limited: advised Ofgem on the first year revolving credit facility for Everton Football Club for its We advised the lenders on back to back financings of large OFTO capital markets working capital requirements throughout the season. The deal property portfolios of real estate assets owned by companies financing, DECC on structuring represents the first time ICBC London has provided funding to owned by Civitas Social Housing PLC, the first real estate the Green Deal to be a Premier League Club. investment trust dedicated to investing exclusively into securitisable, financing the M25 existing portfolios of built social homes in England and expansion, and on selling, Australia and New Zealand Banking Group, Standard Wales. buying and financing large mortgage loan portfolios. Chartered Bank and a syndicate of lenders: Advising the lenders on two dual currency facilities totalling US$1.25 billion Major financial institution: Advising the lender in for ICBC Ltd., London Branch and ICBC parent London connection with the £250 million refinancing of Splendid Branch. The facilities were split into a US$500 million Hotels' UK hotel portfolio, comprising 14 regional hotels. refinancing for ICBC (London) plc and a US$725 million loan James Irvine for general corporate purposes for ICBC Ltd., London Branch, Isaac Felberbaum which is wholly owned by the People Republic on China. Kinds/volume of clients: We act for high profile investors such as KSL Capital Partners and L1 Energy as well as for all of the UK clearing banks. We have also acted on a series of direct secured and unsecured lending transactions this year involving the likes of Ares, Guggenheim, Hayfin, Towerbrook and Fortress. Advising various lenders on loan agreements to the Government of Gabon, the Dominican Republic, Swaziland, Angola, Ivory Coast, Papua New Guinea, the Republic of Cuba and in previous years to countries For help and support in Investment and such as Greece, Italy, Portugal, Spain, Hungary, Ireland and Israel. For confidentiality reasons, no further details can be Commercial Banking law please email: disclosed. We have also got a lot of experience in financing transactions with International economic organisations. HMGRelationshipTeam@dentons.com 9
Click to go back to top Investment and Commercial Banking Case Study – Refinancing Facilities for NYX Gaming tranched and repriced to materially reduce interest expense. NYX also Group put in place incremental facilities to allow the Group to make permitted acquisitions and distributions in the future. In June 2017, we advised long-standing firm client, NYX Gaming Group (NYX), the TSX-V listed premier digital gaming supplier on its Intercreditor arrangements were revisited primarily to take account of £150m and EUR75m leveraged refinancing facilities with Ares Capital, the accession of a new super senior revolving credit facility lender. a leading alternate credit provider. Our team in London co-ordinated a multi-jurisdictional security uptake We had previously acted for NYX on the financing of its acquisitions of and release process which involved the redemption of a number of both Openbet and Betdigital in 2016 (the former being short listed for secured and unsecured financial instruments in Canada through the Legal Week's mid-market deal of the year) together with a dividend refinancing proceeds. recapitalisation. The transaction involved very close coordination across Dentons Ares had part financed the acquisition of Openbet in 2016 and were offices and financial close was achieved in an extremely tight timeline. now engaged by NYX to refinance the entire global NYX Group which includes material subsidiaries in the UK, Canada, US, Singapore, Malta, Australia, Sweden, Guernsey and Ireland. Our primary role was to rework the finance documentation in line with NYX's new capital structure and revised terms. The facilities were re- 10
Click to go back to top Insurance and re-insurance Key facts Overseas financial holding company: Advising on its which were not necessarily designed for the digital age. The 6 Partners acquisition from a US insurer of (i) insurance companies in insurance industry has to date arguably lagged behind the 2 Senior Solicitors Argentina, Chile, Colombia, Uruguay, Venezuela and Turkey and banking industry in terms of embracing technology but we are 5 Solicitors (ii) certain assets and renewal rights in Bulgaria, Czech Republic, seeing signs of the insurance market trying to close this gap. As 3 Paralegals/trainees Hungary, Poland, Romania and Slovakia. The transaction has HMG has reported, new technology has the potential to support now signed and completed. The deal was part of the seller's economic growth in the UK and we are actively involved in this Key people strategy to dispose of non-core assets. For the buyer, this deal initiative. Martin Mankabady, Partner represents a great opportunity to increase its footprint in two key Advised on the regulatory change of control application He has particular experience in markets – Latin America and Europe. The deal was negotiated in on one of the largest deals in the general insurance sector. mergers and acquisitions (both New York but governed by English law and so it was a challenge The goal was to ensure that the acquisition was not delayed private and public), joint to find a way around different UK and US market practices. The by the UK change of control process which was regarded as ventures and corporate finance. deal was also negotiated in a very short time-frame (in order to the most challenging of all the regulatory approvals required. Martin also advises regularly on minimise any risk of a leak) and required excellent project Any delay could have impacted on the extent to which restructuring, commercial and management. It was also a very complex deal, which involved a synergies were realised following completion which in turn regulatory matters. He primarily number of ongoing services and reinsurance agreements. With could have impacted on the success of the deal, the market's advises in the insurance and Brexit on the horizon, it is important to demonstrate that English perception of it and the job security of a number of, amongst financial services sectors. law is flexible and user-friendly and should be the governing law others, UK employees. The goal was achieved through of choice for cross-border deals. careful analysis and consideration of the UK regulators' likely . Advised on a joint venture which is seeking to tap the concerns and addressing those concerns head on, Adriana Cotter, Partner opportunities which are likely to be afforded when the UK has highlighting not only any potential risk factors but also what Adriana's mains areas of established an insurance linked securities (ILS) framework. The risk mitigants there may be with the watchwords being on practice are restructuring, JV aims to become the leading ILS investment vehicle and fund proaction rather than reaction. In addition, we had to educate regulatory and corporate work (including mergers and focused on non-catastrophe risk in the UK and take advantage of overseas based management on the modus operandi of the acquisitions) for UK and what HMG regards as a key growth opportunity for the insurance UK regulator. international insurance and sector and which it hopes will establish London as a global Independent Insurance Limited: Acting for the provisional reinsurance companies. She centre for catastrophe bonds and other insurance linked liquidators of Independent Insurance, investigating and also advises on a range of instruments. A key challenge was ensuring that the various pursuing a professional negligence claim against its actuaries non-contentious matters, agreements establishing the JV provide enough flexibility to allow and auditors. Our work required significant experience of including group the business to grow and develop ahead of a market actually actuarial principles in a non life business and we worked reorganisations, (re)insurance having been developed. closely with consultant actuaries. We also pursued claims policies and collateral Advising a client on a new digital product proposition which against the company's directors and worked closely with the arrangements is novel and innovative. It is designed to help customers save Serious Fraud Office on its separate criminal investigation. time and money and is aligned with some recent regulatory changes and initiatives. A key challenge is to project manage a Michael Wainwright number of different work streams and to make sure they all Katharine Harle seamlessly dovetail in time for the proposed product launch date. Tristan Jonckher In addition, we are having to navigate a number of regulations Celeyn Armstrong Kinds/Volume of Clients: We advise across the board in the re/insurance market, on both cutting edge and more plain vanilla matters, for re/insurers, brokers and service providers (such as claims handlers). Some of our clients rank amongst the largest and For help and support in Insurance and re- most well-known players in the market, whereas others are start-ups. Our clients operate in different sectors of the market, insurance law please email: including life, property and casualty, accident and health, as well as run-off/legacy. HMGRelationshipTeam@dentons.com 11
Click to go back to top Insurance and Reinsurance Case Study –JV for confidential clients popular, whilst also providing some challenging issues for the lawyers to deal with and resolve. We advised a client on its 50:50 joint venture with a UK insurance company. Case study – Lloyds Banking Group At the outset of the joint venture, our client contributed its know-how and We advised LBG on a court-approved capital reduction of £157,000,000 the other party its brand and distribution network. We had to ensure that of ordinary shares by one of the companies within the LBG insurance contributions made were equally valued and that the partners could division, St Andrew’s Insurance plc (“StAI”). We won the mandate generate similar returns so as to ensure that they were equally because of our extensive experience of delivering high value, complex incentivised. capital reductions (as well as schemes of arrangement and business transfers) for regulated financial services clients in both the Scottish and In addition, we had to put in place a workable governance arrangement English courts, and our familiarity with the LBG insurance business. Our which provided protection to the partners and safeguarded their role involved co-ordinating a due diligence exercise on StAI’s general investment, whilst at the same time allowing enough freedom and insurance business to assess the extent of any potential liabilities which flexibility to the joint venture's management team to encourage them to could impact on the application for a reduction of capital. We also carried take responsibility and accountability for the business and its out a detailed assessment of StAI’s regulatory capital because development. demonstrating how the company satisfied (and would continue to satisfy) the PRA’s Solvency II requirements was highly persuasive to the court in Finally, as with all joint ventures, we had to consider and advise on the confirming the application. Following completion of the reduction, we possibility that there could be deadlock at some point or some other were also instructed to advise on two further capital reductions for private termination event might arise whilst not allowing for a scenario where limited companies within the LBG insurance division. one party could engineer an exit or frustrate the joint venture's objectives too easily. All in all, the structuring involved a delicate balancing of interests and objectives. The joint venture proved incredibly successful, despite some scepticism at the time from other market participants that the product offering was gimmicky and would not appeal to the UK market. The business is now one of the market leaders. This deal was a great example of investment into the UK from overseas, the introduction of a new innovative product which has proved very 12
Click to go back to top Investment and Asset Management Key facts Mobius Life: Advising leading family office, Souter TwentyFour Asset Management: Advising on the sale 10 Partners Investments, on its sale of Mobius Life, the leading of the boutique asset management firm to Vontobel 5 Senior Solicitors independent provider of investment administration Asset Management in a complex transaction including 12 Solicitors services to UK pension schemes, to Phoenix Equity on-going asset management and distribution Partners, a prominent deal in the sector allowing Mobius arrangements. We continue to advise TwentyFour on Key people Life to further develop its institutional platform service. corporate and regulatory matters. Richard Barham, Partner Particular experience in mergers Ministry for Housing, Communities and Local Aberdeen Asset Management: Advising on its £11bn and acquisitions (both public and Government: Advising on the successful application by merger with Standard Life. We have acted in a lead role private), JVs, privatisations and Norfolk County Council for EU funding for a low carbon on all AAM's transformational M & A over the last 15 corporate governance. He has recently advised UK innovation fund, involving complex considerations of years including their acquisition of SWIP from Lloyds Government on Carillion and is public money law, public procurement and fund Banking Group for £650m, purchase of RBS’s fund of currently advising BEIS, MOJ structuring, against the backdrop of Brexit. hedge funds business for c.£85m and purchase of Credit and MOD. Suisse’s global traditional fund management business for Guy Norfolk, Partner Natixis Investment Managers: advising on their c.£250m. Corporate finance and acquisition of private credit fund management boutique, Railways Pension Scheme: Advising on a complex re- investment funds lawyer, MV Credit, including regulatory and fund due diligence, structuring of its £21bn unitised pooled fund structure working with main market listed application to the FCA for change in control of MV Credit, including establishment of several new CIVs and the companies, fund managers and and advice on a complex transactional structure. merger of existing pooled funds. This arrangement their funds and other FCA regulated businesses, advising involved four separate schemes, each of whom on corporate structures and Sigma Capital: Acting for it for the last five years, participated in, and were allocated units in, the pooled partnerships, commercial including launch of its flagship private rented sector funds. We advised on pensions law and trustee duties, contracts, M&A and capital closed-ended fund, The PRS REIT plc on its recent governance arrangements, liaising with HMRC for raising, public company and financial services law. launch on the specialist fund segment of the London approval, and providing AIFMD and implementation Stock Exchange, raising £500m. This is the first listed advice Ted Craig fund focused exclusively on the UK private rented Joseph Altendorff housing sector, backed by a £25m investment by Homes Infrastructure fund manager, Dalmore Capital: Claire Armstrong England. Advising on its mandate with the UK's Pension Darren Acres Infrastructure Platform, and the associated limited Michael partnership documentation and negotiations with pension Wainwright funds involved. Dalmore was the first manager Jonathan Cantor represented on the platform, raising c.£500m. Owen McLennan Kinds/Volume of Clients: A client base which includes household names, advising asset managers and fund investors on their corporate, regulatory and fund transaction needs incl. Aberdeen Standard Investments, Baillie Gifford, Invesco, Martin For help and support in Investment and Currie, Natixis, M&G and Lloyds Banking Group. We are one of 4-5 firms on the UK-wide Local Government Pension Scheme Asset Management law please email: Panel, for investment work. HMGRelationshipTeam@dentons.com 13
Click to go back to top Investment and Asset Management Case Study – TwentyFour Asset Management LLP was able to do in the gap between signing and completion. TwentyFour Asset Management: we advised the partners in TwentyFour Asset The principal documentation included: Management LLP, the boutique asset management firm, on its sale to Vontobel Asset Management, a Swiss asset manager. The transaction increased • an acquisition agreement containing the normal warranties (and TwentyFour's global reach with Vontobel's distribution network. accompanying disclosures) and indemnities (including for tax The transaction was complex for a number of reasons: • a completely redrafted partnership deed (between all the ongoing partners) which contained provisions related to partnership voting, detailed • It involved a transfer of interests in a limited liability partnership (LLP) internal processes, capital interests/contributions, allocation of profits and rather than a company. As such, the transaction had to be structured in losses (including bonus arrangements), annual budgeting arrangements, order to comply with the requirements of the Limited Liability Partnership matters that required a super-majority of the partners to agree, restrictive Act 2000 which disapplies certain rights if an interest in a LLP is simply covenants, and exit provisions (including a pre-emption provision, and transferred. The transaction was structured so that new interests were good/bad leaver provisions). issued in a way that the consideration could be paid to the existing partners rather than to the LLP • The initial purchase was for a 60% stake. However there were complex put and call options put in place to allow Vontobel to acquire the remaining 40% in tranches over the course of the next 8 years • Option arrangements were also put in place to cater for any of the existing partners leaving the partnership during the course of that 8 year period. Different arrangements were put in place for voluntary departures, and departures that occurred as a result of a "default" event, including breach of the partnership deed or partnership duties. • There was a complex earn-out payment, and true-up arrangements • A gap between signing and completion to accommodate the requirement for FCA approval and Swiss regulatory approval, and controls on what the 14
Click to go back to top Equity Capital Markets Key facts 9 Partners 5 Senior Solicitors • Aberdeen Asset Management PLC, London Stock Exchange • Court Reporter: Advising on Clydesdale Bank plc’s 7 Solicitors Main Market listed asset manager: Advising on its £11bn £2.913bn capital reduction scheme. 2 Paralegals/trainees recommended all share merger with Standard Life plc. • DP Eurasia N.V. (LON: DPEU), the exclusive master • Aberdeen Asset Management PLC, London Stock Exchange franchisee of the Domino's Pizza brand in Turkey, Russia, Main Market listed asset manager: Advising on its £650m Georgia and Azerbaijan: Advising on its £148m Rule 144A/Reg Key people acquisition of Scottish Widows Investment Partnership from S IPO on the premium segment of the UKLA and admission to David Collins, Partner Lloyds Banking Group plc. trading on the LSE. The offering overcame challenges arising David is Head of UK Corporate • Robert Wiseman Dairies plc, London Stock Exchange Main in connection with the franchisor business model in the context and co-chair of Dentons' Global Market listed milk processor: Advising on its £280m of UK Listing Rules, as well as conflicting interpretations of Corporate group. He advises on recommended public takeover by Müller Dairy (UK) Limited working capital requirements between the AFM in the a broad range of UK and • British Polythene Industries plc, London Stock Exchange Netherlands (which had authority for prospectus approval) and international cross-border corporate finance transactions, Main Market listed flexible polythene manufacturer: Advising the UKLA eligibility process, and occurred against a backdrop including public and private on its £261m recommended public takeover by RPC Group of difficult market conditions. M&A, joint ventures and equity plc. • Hurricane Energy (LON: HUR), long-standing client: capital markets. • The PRS REIT plc: Advising on its £250m London Stock Advising on a concurrent US$300m accelerated book-built Exchange Main Market flotation. equity offering and US$230m convertible bond offering, to Neil Nicholson, Partner • Downing Strategic Micro-Cap Investment Trust plc: provide financing for development of its untapped oilfields on He advises on share sales, Advising on its London Stock Exchange Main Market flotation the UK continental shelf. This is one of the largest publicly business sales, joint ventures, and £100m placing programme. announced fundraisings by an AIM listed company. fund establishments and • QUIZ plc: Advising on its £102.7m placing and admission to • Haitong Bank, as global coordinator, and the other restructurings. His significant AIM with market capitalisation of £200m. bookrunners: Advising on the €174m (equivalent) IPO and M&A experience covers both the UK and cross border, • FreeAgent Holdings plc: Advising on its £10.7m placing and listing on the Warsaw Stock Exchange of the fast-growing particularly emerging markets. admission to AIM with market capitalisation of £34m. fintech company GetBack (WA: GTB). GetBack is the number Neil has particular equity • Superglass Holdings plc, London Stock Exchange listed 2 Polish debt collecting firm operating in Poland and Romania. capital markets experience, mineral wool insulation manufacturer: Advising on over £50m • Global Coordinator and underwriters: Advising on the IPO including advising in relation to of placings, rights issues and debt restructurings, its transfer to of the fast-growing fintech company GetBack (WA: GTB). One the UKLA Listing Rules, the AIM and subsequent £9m recommended takeover. of a number of Warsaw listings this year, the offer comprised a AIM Rules of the London • Court Reporter: Adiving on The Royal Bank of Scotland retail and institutional offering underwritten by Haitong Bank Stock Exchange and the UK Group PLC's £30bn reduction of share premium account and and mBank. GetBack is the number#2 Polish debt collecting Takeover Code. capital redemption reserve. firm operating in Poland and Romania. • Court Reporter: Advising on The Royal Bank of Scotland • Marshall Motor Holdings Plc: Advising on £40m private Group PLC's £15bn FSMA 2000 Part VII transfer to BNP placing and admission to the AIM market, London Stock Nikolas Colbridge Paribas. Exchange. Cameron Half Darren Acres Joseph Altendorff Brian Moore Kinds/Volume of Clients: IPOs/fundraising: We act for a string of issuers, nomads and brokers on AIM. Clients include: ASA Guy Norfolk Resource Group plc, Marshall Motors, Bilby plc, Jersey Oil and Gas plc, RM2 International, Hurricane Energy, Lekoil, Africa Oil Claire Armstrong Logistics, ULS Technology plc and Christie Group. Nomads/brokers: We work with a large number, including: Investec, Strand For help and support in Equity Capital Hanson, Renaissance Securities, Cenkos Securities, Brandon Hill Capital, Sanlam Securities, Grant Thornton, Westhouse, Markets law please email: Lincoln, FinnCap, Cantor Fitzgerald, Panmure Gordon, RFC Ambrian and Allenby Capital. HMGRelationshipTeam@dentons.com 15
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