Capital Markets

Carvana US$5.7 billion debt exchange
Advised an ad hoc group of unsecured noteholders of Carvana in connection with the group's entry into the transaction support agreement, pursuant to which Carvana will (i) exchange US$5.7 billion of existing senior unsecured notes for US$4.3 billion, (ii) make a cash tender offer to purchase its 5.625% senior unsecured notes due 2025 and (iii) issue at least US$350 million of new equity, among other things. The group of noteholders represent more than 90 percent of the aggregate principal amount outstanding of Carvana's existing senior unsecured notes. The new notes offered in the debt exchange will have higher interest rates, provide limited flexibility for value leakage, include numerous other noteholder protections and will be secured by substantially all of the Carvana's assets, including the valuable car auction business that it acquired last year. At the same time, the transaction will allow Carvana to maintain significant operational flexibility by reducing its total debt, extending maturities and lowering near-term cash interest expense.

Himalaya Shipping IPO
Advised DNB Markets, Inc. as the sole global coordinator, joint bookrunner and representative of the underwriters on the US$44.8 million initial public offering of 7,720,000 common shares by Himalaya Shipping Ltd, an independent dry bulk carrier company incorporated in Bermuda, with two vessels currently in operation and ten Newcastlemax dry bulk vessels under construction at New Times Shipyard in China. Following the IPO, the company's common shares are dual-listed on the New York Stock Exchange and Euronext Expand in Norway under the ticker "HSHP". This transaction was named the IPO Deal of the Year in 2023 by Marine Money Deal of the Year Awards.

Eaton Corporation notes offerings
Advised Eaton Corporation, a leading power management company, on several transactions including the €300 million private placement of notes due 2024 and the US$500 million issuance of 4.350% notes due 2028. Eaton is an intelligent power management company doing business and servicing customers in more than 175 countries. It offers energy-efficient products and services to help customers effectively manage electrical, hydraulic and mechanical power more reliably, efficiently, safely and sustainably.

TotalEnergies notes offering
Advised a banking syndicate on TotalEnergies' US public offering of US$1.25 billion of 5.150% notes due 2034 US$1.75 billion of 5.488% notes due 2054 and US$1.25 billion of 5.638% notes due 2064, each issued by TotalEnergies Capital and guaranteed by TotalEnergies SE. The banking syndicate consisted of BofA Securities, Deutsche Bank Securities, Morgan Stanley, MUFG, Natixis, SMBC Nikko and Standard Chartered Bank AG as joint book-running managers.

Ambipar green notes offering
Representation of BofA Securities, Inc., Banco BTG Pactual S.A. – Cayman Branch, Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, Bradesco BBI S.A., Santander US Capital Markets LLC and UBS Securities LLC, as initial purchasers, on Ambipar's US$750 green notes offering. The notes were issued by Ambipar Lux S.à r.l., a wholly owned subsidiary of Ambipar Participações e Empreendimentos S.A., one of the leading environmental, emergency response and industrial field service providers in Brazil.

Bhinneka Holdings US$150 million equity-linked bond offering
Advised International Finance Corporation as bondholder in the offering of US$150 million 5.00% senior secured equity-linked bonds due 2028 issued by Bhinneka Holdings (22) Limited, an independent Cayman entity, which are exchangeable into Series A shares of PT GoTo Gojek Tokopedia Tbk ("GoTo"), a company listed on the Indonesian Stock Exchange (IDX). GoTo is the largest digital ecosystem in Indonesia, consisting of on-demand services, e-commerce and digital products, financial technology services and logistics.

Cinema XXI IPO in Indonesia
Advised JP Morgan and UBS as joint global coordinators and international selling agents as well as the joint lead domestic underwriters on the IPO of PT Nusantara Sejahtera Raya Tbk ("Cinema XXI") on the Indonesian Stock Exchange (IDX), which raised approximately IDR 2.25 trillion (US$150 million) and represented one of the largest IPOs in 2023 from the consumer sector in Indonesia. Cinema XXI is the largest cinema chain operator in Indonesia and its shareholders include an affiliate of GIC Private Limited, Singapore's sovereign wealth fund.

Qualified institutional placement by Federal Bank Limited
Advised the book running lead managers on the QIP of The Federal Bank Limited aggregating to INR 30,399.92 million (approximately US$370 million). The equity shares were listed on the BSE Limited and National Stock Exchange of India Limited. The Federal Bank Limited is a private scheduled commercial bank in India and it offers a wide range of products and services in the retail and wholesale banking segment such as deposits, loans against property, automobile loans, credit cards, business loans, commercial vehicle and construction equipment loans and agricultural loans.

Institutional placement by Brookfield India Real Estate Trust
Advised the book running lead managers on the institutional placement of Brookfield India Real Estate Trust aggregating to INR 23,053.59 million (approximately US$279 million). The units were listed on the BSE Limited and National Stock Exchange of India Limited. Brookfield India Real Estate Trust is India's first institutionally managed public commercial real estate vehicle and it is sponsored by an affiliate of Brookfield Corporation. The proceeds raised in the institutional placement were proposed to be utilized for funding the acquisition of two entities.

The first electric vehicle-related IPO in Indonesia
Represented PT Trimegah Bangun Persada Tbk (TBP), also known as Harita Nickel, in its IPO on the Indonesian Stock Exchange (IDX), which included a Rule 144A/3(c)(7) and Regulation S offshore tranche. This IPO represents the first electric vehicle (EV)-related IPO in Indonesia, in line with the Indonesian government's plans to capitalize on Indonesia's strategic position as the world's largest nickel producer to encourage the development of a domestic EV industry.

Gabon's inaugural debt-for-nature conversion
Representation of the Republic of Gabon on its pioneering debt-for-nature conversion, which is the first transaction of its kind in Africa. The conversion comprises Gabon's inaugural US$500 million 15-year Blue Loan and the concurrent tender offer of a portion of its outstanding US$700 million 6.950% Amortizing Notes due 2025, US$1 billion 6.625% Amortising Notes due February 2031 and US$800 million 7.000% Amortising Notes due November 2031 (together the Notes). The Blue Loan was funded by an offer of US$500 million Amortizing Notes due 2038 issued by Gabon Blue Bond Master Trust Series 2 (the Blue Bonds).

Metro Bank's equity raise and debt refinancing
Representation of an ad-hoc group of Metro Bank Holdings plc (Metro Bank) bondholders (Ad-hoc Group) on part of a £150 million equity raise, a £175 million notes issue and a £600 million debt refinancing package. This transaction was one of the highest profile 'challenger' recapitalizations in the UK banking market in 2023.

Sweihan PV Power Company's landmark green project bond refinancing of world's largest single-site solar project
Representation of the Abu Dhabi-based Sweihan PV Power Company PJSC (SPPC) on the issuance of its US$700.8 million 3.625% senior secured amortizing green project bonds due 2049. The issuance was the first green project bond in the MENA region and the first green bond offering for a UAE renewables project to international investors.

ENERGO PRO's bonds issuance guaranteed by the United States International Development Finance Corporation
Representation of ENERGO-PRO a.s. on the issuance of €300 million senior unsecured notes, which are guaranteed by certain of ENERGO-PRO's subsidiaries. In addition, the notes benefit from a guaranty by the United States International Development Finance Corporation, an agency of the United States government, making the transaction a first of its kind in Europe.

Republic of Suriname's Eurobond restructuring
Representation of the Republic of Suriname on the successful restructuring of the country's two outstanding Eurobonds totalling US$675 million (US$912 million including accrued interest). The transaction included the innovative use of oil-linked securities as part of the restructuring consideration.

World's largest IPO
Represented Saudi Aramco on its US$29.4 billion IPO – the world's largest IPO to date.

Volvo Car €2.3 billion IPO
Represented the underwriting syndicate led by Goldman Sachs and SEB on the €2.3 billion IPO and listing on the Nasdaq Stockholm of Volvo Car.