White & Case Advises J.P. Morgan on Issuance in 2017 of 'POEMS' Bonds Totalling £3.5 Billion

Press Release
2 min read

Global law firm White & Case LLP has advised J.P. Morgan Securities plc, as Sole Global Coordinator and Bookrunner, on the issuance of £1.5 billion 3.875 percent Secured Limited Recourse Mandatorily Exchangeable Bonds due 2020 by Volcan Holdings II plc.

Earlier in the year, White & Case advised J.P. Morgan on the inaugural 'POEMS' transaction, a first-of-its-kind innovative £2 billion financing that used a mandatory exchangeable bond issued by Volcan Holdings plc to finance an initial share purchase of 11.44 percent of Anglo American plc.

"We have advised J.P. Morgan on landmark, first-of-their-kind 'POEMS' transactions that use mandatory exchangeable bonds to finance significant share purchases," said London-based White & Case partner Richard Pogrel, who led the Firm's deal team. "Our cross-border and cross-practice team advised on all aspects and worked with a number of J.P. Morgan teams to deliver successful deals with seamless execution and settlement."

The most recent 'POEMS'  – 'Purchase Of Equity via Mandatory Securities' – issued by Volcan Holdings II plc are mandatorily exchangeable into a 7.91 percent stake in the ordinary shares of mining giant Anglo American plc, which were purchased using the proceeds of the issuance, partially from investors in the bonds and partially from market purchases. The transaction was launched after market close on September 20, 2017, and priced several hours later, with the bonds being issued on October 10, 2017.

Cyprus-incorporated Volcan Holdings II plc, and Volcan Holdings plc, are both wholly owned by Volcan Investments Limited, the family investment company of Indian mining billionaire Anil Agarwal and majority shareholder of FTSE250 mining company Vedanta Resources plc.

The White & Case team which advised on the transaction included partners Richard Pogrel, Chris Czarnocki, Michael Wistow, Guy Potel, Stuart Willey (all London) and John Donovan (New York), counsel Doron Loewinger (London) and associates Neha Saran, Jessica Oliver, James Hardy, Catherine West, Laura Kitchen and David Lancaster (all London).

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