2016 Banking & Capital Markets Matters
We worked worldwide on a wide range of transactions to help clients raise needed capital and financing in an evolving economic environment.
Asia’s largest high yield corporate bond offering in 2016
We advised the financial institutions on Asia’s largest high yield corporate bond offering in 2016— the US$1.2 billion senior secured notes offering and super-senior revolving credit facility for Studio City Company Limited. It involved complex intercreditor and security interest arrangements in one of the first corporate pari bank-bond transactions with a super-senior revolving credit facility in the region.
Kuwait’s largest-ever international bond issue
We advised EQUATE Petrochemical K.S.C.C. (EQUATE) and the Kuwait Olefins Company K.S.C.C. on the establishment of their inaugural US$4 billion global medium-term note program and the issuance thereunder by EQUATE Petrochemical B.V. of US$2.25 billion notes. The transaction was the first 144A issuance in Kuwait’s petrochemical sector, the largest-ever international bond issuance from Kuwait and the largest corporate bond offering from the GCC region since June 2014.
US$33.75 billion bridge and bank financing for Teva Pharmaceutical acquisition
We advised the bank syndicate on the US$33.75 billion bridge and bank financing for Teva Pharmaceutical’s approximately US$40.5 billion acquisition of the US generics business of Allergan, a merger of two of the world's largest generic pharmaceutical manufacturers, creating a new "top ten" pharmaceutical company.
US$4.25 billion exit financing for US energy company
We advised Deutsche Bank AG New York Branch, as administrative and collateral agent, on the closing of US$4.25 billion senior secured "exit" credit facilities to Tex Energy, successor to Texas Competitive Electric Holdings (TCEH). TCEH's plan of organization was confirmed by the US Bankruptcy Court for the District of Delaware and became effective in October 2016. The credit facilities included an uncommon "roll-to-exit" feature, allowing TCEH to convert its existing debtor-in-possession financing into long-dated exit facilities upon the satisfaction of certain conditions at emergence from bankruptcy.
Air Liquide first bond offering in United States
We advised Air Liquide, a leader in gases, technologies and services for industry and health, on its first Yankee bond offering, totaling US$4.5 billion, to refinance a portion of its acquisition of Airgas and finance its long-term growth. The acquisition was also financed in part with the proceeds of Air Liquide’s €3.3 billion share capital increase with preferential subscription rights for existing shareholders, Air Liquide’s first rights issue in 30 years, on which we also advised.
Brazilian US$1 billion notes offering
We represented Minerva Luxembourg S.A. in its US$1 billion notes issuance and a concurrent tender offer and consent solicitation for certain of the company’s existing notes. The notes offering and the tender offer were structured as an intermediated exchange offer. The new notes are guaranteed by Minerva S.A, a leading Brazilian producer of beef and other protein products, and were listed on the Singapore Stock Exchange.
Revolving securitization of €1.7 billion Italian loan portfolio
We advised Banca Monte dei Paschi di Siena S.p.A., as originator, arranger and sole underwriter, on a revolving securitization of a portfolio of loans granted to Italian small and medium-sized enterprises for approximately €1.7 billion. The notes issued in relation to the transaction were listed on the Luxembourg Stock Exchange.
Multibillion US dollar acquisition financing for Danone
We advised BNP Paribas and J.P. Morgan, as mandated lead arrangers, bookrunners and underwriters, on the US$11.3 billion bridge loan facility to finance global food company Danone’s acquisition of the WhiteWave Foods Company, and J.P. Morgan and BNP Paribas, as global coordinators, as well as Citigroup and other banks, as joint bookrunners, on Danone’s US$5.5 billion Yankee bond offering.
Largest-ever EMEA oil and gas rights offering
We represented Milan-based Saipem S.p.A., a leading provider of onshore and offshore services to oil and gas companies worldwide, on the US and English law aspects of its approximately €3.5 billion share capital increase through the issue of new shares offered to shareholders and private placements to institutional investors outside Italy. It was the largest EMEA oil and gas rights offering on record.
US$2.63 billion acquisition financing in Asia
We advised a group of Chinese banks on facilities with a total commitment of approximately US$2.63 billion for a consortium led by Apex Technology Co., Ltd., PAG and Legend Capital Management Co., Ltd. to support the consortium’s acquisition of Lexmark International Inc.
US$2.01 billion financing for Fortis US$11.3 billion acquisition
We represented Fortis Inc. in a senior unsecured 364-day US$2.01 billion bridge loan facility to finance its acquisition of ITC Holdings Corp. and refinance certain existing debt.
First issuance of Polish covered bonds on international market
We advised Société Générale, as global coordinator, lead co-arranger and dealer, Deutsche Bank, J.P. Morgan and PKO Bank Polski, as co-arrangers and dealers, and Landesbank Baden- Württemberg, as dealer, on PKO Bank Hipoteczny S.A.’s establishment of a €4 billion international covered bond issuance program and a €500 million covered bond issue thereunder. This is the first international program for the issuance of mortgage bonds under Polish law and the first issue of Polish covered bonds on the international markets.
Cross-border financing for Chinese acquisition of US technology company
We advised Shenzhen-listed Suzhou Dongshan Precision Manufacturing Co., Ltd. and its subsidiaries, as borrowers, on a US$350 million senior secured term loan and two bridge loans totaling US$160 million for the acquisition and take-private of Nasdaq-listed technology company Multi-Fineline Electronix, Inc. The senior secured term loan was structured as a Yankee loan, and the two bridge loans involved Hong Kong and Luxembourg lenders.
Republic of Cameroon euro/US dollar cross-currency swap
We acted for the Government of the Republic of Cameroon on a euro/US dollar cross-currency swap for hedging the US dollar exposure under Cameroon’s debut sovereign US$750 million Eurobond. We created a highly customized structure to achieve this hedge, as the hedging agreement was overlaid by a partial guarantee from the African Development Bank, which had never before provided a guarantee for a sovereign’s performance under a swap transaction.
US$1.5 billion credit facilities for US company
We represented Jefferies Finance LLC, Deutsche Bank Securities Inc., Citigroup Capital Markets, Rabobank, Key Bank and Citizens Bank, as joint lead arrangers and joint bookrunners, in US$1.5 billion senior secured credit facilities for Landry’s, a US privately owned dining, hospitality, entertainment and gaming corporation.
Scholz Holding restructuring
We advised the steering committee for the lenders under an approximately €544 million senior facilities agreement and the lenders under a €52 million syndicated real estate facility on the financial restructuring of Scholz Holding GmbH, an international operating company involved in metal recycling.
US$1.25 billion DIP financing for SunEdison
We represented Deutsche Bank, Barclays, Goldman Sachs and Apollo, as lead arrangers, in a US$1.25 billion debtor in possession (DIP) financing for SunEdison, Inc., a worldwide provider of solar power services. The financing included US$300 million of new money, a "roll-up" feature providing for the "roll-up" of all prepetition first-lien indebtedness (approximately US$600 million) and US$350 million of prepetition second-lien indebtedness into the DIP facility.
US$2.8 billion financing for ON Semiconductor Corporation acquisition
We represented Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and Deutsche Bank Securities Inc., Merrill Lynch, BMO Capital Markets, HSBC Securities and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners, in a US$2.2 billion term loan facility and a US$600 million revolving facility for ON Semiconductor Corporation in connection with its acquisition of Fairchild Semiconductor International, Inc.
Hess Corporation US$1.7 billion stock offerings
We represented Hess Corporation in its US$1.7 billion concurrent offerings of shares of its common stock and its convertible preferred stock. In connection with the offering of convertible preferred stock, Hess entered into capped call transactions with certain option counterparties. Hess used the net proceeds to strengthen its balance sheet and for general corporate purposes.