Capital Markets Transactions & Law | White & Case
Capital Markets

Capital Markets

Capital markets activity around the world is picking up. This brings new opportunities for companies and sovereigns alike and also new challenges.

As investors return to the capital markets, they must consider increasingly innovative and complex financing solutions. They require greater covenant protection and new levels of transparency and disclosure.

Lawyers and capital markets participants must be smarter and more efficient than ever–constantly adapting to market changes, interpreting the many layers of regulations and understanding what investors are looking for in an evolving environment.

Clients choose us for our ability to navigate every complexity of the evolving markets and products and to efficiently advise on any type of transaction. They rely on our history of giving groundbreaking capital markets advice in mature and growth markets and for our solid experience reaching across all the G20 countries. 

Our teams lead on every transaction, backed by the support of the Firm's truly international partnership. When needed, we act fast and deliver results. If a simple solution is not enough, we dig deep. We think ahead and analyze businesses and the industries in which they operate to identify the issues before they become problems.

Our advice covers the whole financing life cycle and draws on experience from our banking, capital markets, financial restructuring and insolvency, regulatory and dispute lawyers, including:

  • all forms of capital-raising
  • intricate, cross-border financing
  • strategies for acquisitions, reorganization restructurings
  • regulatory matters in key markets throughout the world
  • all forms of structured financing and innovative funding solutions
  • fund formation

 

AWARDS

"Solution-oriented: 'They have a good handle on the issues and are active in finding solutions for us.'"
Chambers Global 2014

"Standout teams throughout Western Europe and the Nordic region. Also particularly strong in the CEE region thanks to top teams in Poland, Hungary and the Czech Republic."
Chambers Europe 2014

Best Law Firm in Africa
EMEA Finance Magazine 2013, 2014

Frontier Market Issue of the Year
Bangalink
International Financing Review Asia 2014

Equity Deal of the Year
BTS Mass Transit Growth Infrastructure Fund IPO
IFLR Asia Awards 2014

 

RANKINGS

18 Capital Markets Practices ranked in either Tier 1 or Tier 2 by IFLR 1000 2015
Thomson Reuters Legal Advisor League Tables 2014 (results by deal count)
All International Bonds (issuer) – 2nd
EMEA Equity & Equity related (issuer) – 2nd
EMEA Equity & Equity related (manager) – 2nd

Knight Capital, 2012
US$400 million rescue package completed and approved in a weekend

We helped put together a rescue package for Knight Capital after a software glitch left the firm with billions of dollars' worth of unwanted securities. An immediate capital infusion was needed to avoid bankruptcy. Adding urgency, US federal regulators were concerned about the systemic market threat, as Knight was handling more than 10 percent of the country's stock trades. In advising Jefferies and Co. on the matter, we worked out a rescue package consisting of US$400 million of convertible preferred stock. The US Securities & Exchange Commission granted unprecedented relief, permitting the New York Stock Exchange to shorten the notice period to five days. The deal was completed and approved over a single weekend.

Play, 2014
Largest-ever CEE high yield bond

We represented Polish mobile telecoms operator P4 Sp. Z.o.o, which trades as Play, in its groundbreaking inaugural €870 million and PLN 130 million dual-tranche high yield bond issue and super-senior revolving credit facility. Working at the company, our teams in London and Warsaw produced a first draft of the offering memorandum within a week. Under a dual-track strategy (to keep structuring options open), the Warsaw team led on a parallel-track all-bank facility with local Polish banks (and led the tax restructuring), simultaneously with the high yield bond process. The end result was the largest European debut high yield bond transaction since 2010; the largest CEE high yield bond transaction deal ever; the second-largest debut European telecoms transaction ever, and the first-ever Polish Zloty high yield bond.

Qatar Petroleum, 2012
First-of-its-kind transaction from a Qatari company

We represented state-owned Qatar Petroleum in its first-ever issue of Samurai bonds. The company issued a ¥85 billion offering in 10-year bonds via a private placement. This transaction, guaranteed by Japan Bank for International Cooperation, was the first of its kind by a Qatari company. It was also one of the first Samurai bonds to be issued following a change in regulation that allowed for part of the documentation to be filed in English rather than Japanese. The decision to raise money in Japan gave the company diversification of funding and access to relatively low rates.

United Rentals, 2012
US$2.31 billion acquisition of a rival

We advised on a major issuance that facilitated the cash portion of United Rentals' purchase of rival RSC Holdings, and was also used to pay down outstanding borrowings and other expenses. This acquisition by the world's largest equipment rental company and the largest merger in the industry–saw United Rentals paying US$2.31 billion in cash and stock for RSC Holdings. The transaction consisted of the issuance of US$750 million in 5.75% senior secured notes due 2018, US$750 million in 7.375% senior notes due 2020, and a further US$1.325 billion in 7.625% senior notes due 2022. A portion of the original debt was retained by the merged business.

Unipol Gruppo, 2012
Most complex Italian rights issue

Prior to the acquisition by Unipol Gruppo Finanziario (UGF), the Premafin-Fondiaria SAI Group needed rescue from financial distress. We assisted underwriters Barclays, Credit Suisse, Deutsche Bank, Mediobanca, Nomura and UBS with a €1.1 billion rights issue of UGF, which, combined with (and subject to) a second concurrent €1.1 billion rights issue by Fondiaria SAI, resulted in the acquisition and subsequent three-way merger of Unipol Assicurazioni, Premafin and Fondiaria SAI. Our team helped navigate the issues connected with these complex transactions, including disclosure issues related to the SAI group. This deal created the second-largest insurance group in Italy and the largest operating in the non-life insurance sector.          

Kaupthing, ongoing
Global coordination of advice on debt capital markets aspects of Icelandic bank's collapse

Our team is advising on the numerous debt capital markets aspects of the winding-up proceedings following the collapse of Icelandic bank Kaupthing. This was one of the largest insolvencies of all time, and our work has included the global coordination of proceedings–an extremely involved task considering assets have been located in some 80 jurisdictions. Our advice has already brought substantial commercial benefits to Kaupthing in relation to the debt capital markets issues it faces, and we have helped the bank to deal with US$40 billion of bondholder creditor claims.      

PSA Peugeot Citroën, 2014
€3 billion share capital increases of Europe's second-largest carmaker

We represented the underwriting banks in the €3 billion share capital increases of PSA Peugeot Citroën. The increases were part of a company strategy to strengthen its industrial and commercial partnership with China's Dongfeng Motor Group (DFG). In addition, the company sought to strengthen its footprint in China and within the Association of Southeast Asian Nations (ASEAN) and reinforce its competitive position in Europe. The transaction included a €1.48 billion reserved share capital increase to be subscribed by DFG and the French State on an equal basis; a €1.95 billion underwritten rights issue open to all shareholders; and an allocation of free equity warrants to the company's existing shareholders.

Sanitec Oyj, 2013
€410 million IPO and listing on Stockholm Stock Exchange

We represented Finnish company Sanitec Oyj, the European market leader in bathroom ceramics and fixtures, and its owner, EQT, a leading Nordic private equity group, in connection with the company's €410 million initial public offering and listing on the Stockholm Stock Exchange. Sanitec employs approximately 6,200 people across Europe with a head office located in Helsinki, Finland. Not only was this an international IPO combining a public offering in Sweden with a significant placing in the United States, but it was executed very quickly for a transaction of this size. Deal kickoff to closing took approximately three-and-a-half months.

Greece, 2012
New techniques in sovereign debt restructuring

We represented, as co-counsel, the Steering Committee of the Private Creditor/Investor Committee for Greece in respect of the second private sector involvement plan for the restructuring of €206 billion of its government debt–the largest sovereign debt restructuring in history and the first-ever sovereign debt restructuring in the eurozone.

This groundbreaking work saw the development of new techniques in the sovereign debt restructuring space, including a co-financing agreement that took corporate, project finance and sovereign debt restructuring legal concepts and tailored them to the specific demands of the Greek debt restructuring in the wider context of the European debt crisis.

Iconix, 2013
A novel way to leverage funding opportunities

When brand management company Iconix sought to better leverage its funding opportunities, we guided the company through a restructuring and subsequent securitization that enables it to use its intellectual property (IP) as both security for its debt and as a source of cash flow to service that debt. In this first-of-its-kind transaction, we worked with Barclays Capital Markets to structure a flexible and well-leveraged securitization, with notes that have a higher credit rating than the company itself. Our analysis of intellectual property, bankruptcy, tax and securities laws allowed us to create a structure in which Iconix's wholly-owned subsidiaries issued notes backed by a varied asset pool. The proceeds from this financing can be used to acquire additional brands and related IP at a lower rate.

Capital Markets
About

Capital markets activity around the world is picking up. This brings new opportunities for companies and sovereigns alike and also new challenges.

As investors return to the capital markets, they must consider increasingly innovative and complex financing solutions. They require greater covenant protection and new levels of transparency and disclosure.

Lawyers and capital markets participants must be smarter and more efficient than ever–constantly adapting to market changes, interpreting the many layers of regulations and understanding what investors are looking for in an evolving environment.

Clients choose us for our ability to navigate every complexity of the evolving markets and products and to efficiently advise on any type of transaction. They rely on our history of giving groundbreaking capital markets advice in mature and growth markets and for our solid experience reaching across all the G20 countries. 

Our teams lead on every transaction, backed by the support of the Firm's truly international partnership. When needed, we act fast and deliver results. If a simple solution is not enough, we dig deep. We think ahead and analyze businesses and the industries in which they operate to identify the issues before they become problems.

Our advice covers the whole financing life cycle and draws on experience from our banking, capital markets, financial restructuring and insolvency, regulatory and dispute lawyers, including:

  • all forms of capital-raising
  • intricate, cross-border financing
  • strategies for acquisitions, reorganization restructurings
  • regulatory matters in key markets throughout the world
  • all forms of structured financing and innovative funding solutions
  • fund formation

 

AWARDS

"Solution-oriented: 'They have a good handle on the issues and are active in finding solutions for us.'"
Chambers Global 2014

"Standout teams throughout Western Europe and the Nordic region. Also particularly strong in the CEE region thanks to top teams in Poland, Hungary and the Czech Republic."
Chambers Europe 2014

Best Law Firm in Africa
EMEA Finance Magazine 2013, 2014

Frontier Market Issue of the Year
Bangalink
International Financing Review Asia 2014

Equity Deal of the Year
BTS Mass Transit Growth Infrastructure Fund IPO
IFLR Asia Awards 2014

 

RANKINGS

18 Capital Markets Practices ranked in either Tier 1 or Tier 2 by IFLR 1000 2015
Thomson Reuters Legal Advisor League Tables 2014 (results by deal count)
All International Bonds (issuer) – 2nd
EMEA Equity & Equity related (issuer) – 2nd
EMEA Equity & Equity related (manager) – 2nd

Experience

Knight Capital, 2012
US$400 million rescue package completed and approved in a weekend

We helped put together a rescue package for Knight Capital after a software glitch left the firm with billions of dollars' worth of unwanted securities. An immediate capital infusion was needed to avoid bankruptcy. Adding urgency, US federal regulators were concerned about the systemic market threat, as Knight was handling more than 10 percent of the country's stock trades. In advising Jefferies and Co. on the matter, we worked out a rescue package consisting of US$400 million of convertible preferred stock. The US Securities & Exchange Commission granted unprecedented relief, permitting the New York Stock Exchange to shorten the notice period to five days. The deal was completed and approved over a single weekend.

Play, 2014
Largest-ever CEE high yield bond

We represented Polish mobile telecoms operator P4 Sp. Z.o.o, which trades as Play, in its groundbreaking inaugural €870 million and PLN 130 million dual-tranche high yield bond issue and super-senior revolving credit facility. Working at the company, our teams in London and Warsaw produced a first draft of the offering memorandum within a week. Under a dual-track strategy (to keep structuring options open), the Warsaw team led on a parallel-track all-bank facility with local Polish banks (and led the tax restructuring), simultaneously with the high yield bond process. The end result was the largest European debut high yield bond transaction since 2010; the largest CEE high yield bond transaction deal ever; the second-largest debut European telecoms transaction ever, and the first-ever Polish Zloty high yield bond.

Qatar Petroleum, 2012
First-of-its-kind transaction from a Qatari company

We represented state-owned Qatar Petroleum in its first-ever issue of Samurai bonds. The company issued a ¥85 billion offering in 10-year bonds via a private placement. This transaction, guaranteed by Japan Bank for International Cooperation, was the first of its kind by a Qatari company. It was also one of the first Samurai bonds to be issued following a change in regulation that allowed for part of the documentation to be filed in English rather than Japanese. The decision to raise money in Japan gave the company diversification of funding and access to relatively low rates.

United Rentals, 2012
US$2.31 billion acquisition of a rival

We advised on a major issuance that facilitated the cash portion of United Rentals' purchase of rival RSC Holdings, and was also used to pay down outstanding borrowings and other expenses. This acquisition by the world's largest equipment rental company and the largest merger in the industry–saw United Rentals paying US$2.31 billion in cash and stock for RSC Holdings. The transaction consisted of the issuance of US$750 million in 5.75% senior secured notes due 2018, US$750 million in 7.375% senior notes due 2020, and a further US$1.325 billion in 7.625% senior notes due 2022. A portion of the original debt was retained by the merged business.

Unipol Gruppo, 2012
Most complex Italian rights issue

Prior to the acquisition by Unipol Gruppo Finanziario (UGF), the Premafin-Fondiaria SAI Group needed rescue from financial distress. We assisted underwriters Barclays, Credit Suisse, Deutsche Bank, Mediobanca, Nomura and UBS with a €1.1 billion rights issue of UGF, which, combined with (and subject to) a second concurrent €1.1 billion rights issue by Fondiaria SAI, resulted in the acquisition and subsequent three-way merger of Unipol Assicurazioni, Premafin and Fondiaria SAI. Our team helped navigate the issues connected with these complex transactions, including disclosure issues related to the SAI group. This deal created the second-largest insurance group in Italy and the largest operating in the non-life insurance sector.          

Kaupthing, ongoing
Global coordination of advice on debt capital markets aspects of Icelandic bank's collapse

Our team is advising on the numerous debt capital markets aspects of the winding-up proceedings following the collapse of Icelandic bank Kaupthing. This was one of the largest insolvencies of all time, and our work has included the global coordination of proceedings–an extremely involved task considering assets have been located in some 80 jurisdictions. Our advice has already brought substantial commercial benefits to Kaupthing in relation to the debt capital markets issues it faces, and we have helped the bank to deal with US$40 billion of bondholder creditor claims.      

PSA Peugeot Citroën, 2014
€3 billion share capital increases of Europe's second-largest carmaker

We represented the underwriting banks in the €3 billion share capital increases of PSA Peugeot Citroën. The increases were part of a company strategy to strengthen its industrial and commercial partnership with China's Dongfeng Motor Group (DFG). In addition, the company sought to strengthen its footprint in China and within the Association of Southeast Asian Nations (ASEAN) and reinforce its competitive position in Europe. The transaction included a €1.48 billion reserved share capital increase to be subscribed by DFG and the French State on an equal basis; a €1.95 billion underwritten rights issue open to all shareholders; and an allocation of free equity warrants to the company's existing shareholders.

Sanitec Oyj, 2013
€410 million IPO and listing on Stockholm Stock Exchange

We represented Finnish company Sanitec Oyj, the European market leader in bathroom ceramics and fixtures, and its owner, EQT, a leading Nordic private equity group, in connection with the company's €410 million initial public offering and listing on the Stockholm Stock Exchange. Sanitec employs approximately 6,200 people across Europe with a head office located in Helsinki, Finland. Not only was this an international IPO combining a public offering in Sweden with a significant placing in the United States, but it was executed very quickly for a transaction of this size. Deal kickoff to closing took approximately three-and-a-half months.

Greece, 2012
New techniques in sovereign debt restructuring

We represented, as co-counsel, the Steering Committee of the Private Creditor/Investor Committee for Greece in respect of the second private sector involvement plan for the restructuring of €206 billion of its government debt–the largest sovereign debt restructuring in history and the first-ever sovereign debt restructuring in the eurozone.

This groundbreaking work saw the development of new techniques in the sovereign debt restructuring space, including a co-financing agreement that took corporate, project finance and sovereign debt restructuring legal concepts and tailored them to the specific demands of the Greek debt restructuring in the wider context of the European debt crisis.

Iconix, 2013
A novel way to leverage funding opportunities

When brand management company Iconix sought to better leverage its funding opportunities, we guided the company through a restructuring and subsequent securitization that enables it to use its intellectual property (IP) as both security for its debt and as a source of cash flow to service that debt. In this first-of-its-kind transaction, we worked with Barclays Capital Markets to structure a flexible and well-leveraged securitization, with notes that have a higher credit rating than the company itself. Our analysis of intellectual property, bankruptcy, tax and securities laws allowed us to create a structure in which Iconix's wholly-owned subsidiaries issued notes backed by a varied asset pool. The proceeds from this financing can be used to acquire additional brands and related IP at a lower rate.