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One example is the recent acquisition by US Equinix Inc of Britain’s TelecityGroup in a deal worth 2.35bn, of which 875m was a bridge loan. ‘When the transaction closes Equinix will have some choice in terms of how they want to take that loan out,’ says Anthony Tama, a US partner in the London office of New York-based firm Cahill Gordon & Reindel, which advised JP Morgan, the lead bank that arranged the bridge financing. ‘They will look at a variety of options, including high-yield or a bit more bank financing,’ says Tama, whose practice focuses on leveraged finance and in particular high-yield.
M&A levels may be driving debt capital markets activity, but a significant portion of Hayday’s practice focuses on liability management exercises, acting for corporates and banks on transactions such as standalone tender offers, exchange offers and consent solicitations. ‘That market has been, and will continue to be, very hot – especially considering the wall of debt that needs to be refinanced, particularly in some emerging economies,’ Hayday says. This includes Ukraine, which is in the process of restructuring its $17bn international debt.
Lawyers have also been kept busy with asset-backed securities deals – whereby loans such as mortgages, car loans and credit card debt are bundled up and sold to investors. The reputation of the securitisation market plummeted in the aftermath of the financial crisis, in which US sub-prime mortgage-backed securities played a crucial role. The market totalled €216bn in 2014, still down on the €594bn peak in 2007, according to the European Commission.
The biggest expansion in Crooks’ practice over the past 12 to 18 months has been in direct lending by investment funds, including private equity and hedge funds, which are acting as parallel lending institutions to corporate borrowers, particularly at the mid-market level. Crooks predicts ‘continued growth of fund-based lending’, while junk bonds will continue to play a dominant role at the high end of acquisition finance.
Over this period, Skadden has seen its client base in equity markets become much more western European, owing to the improving economy in the eurozone, and witnessed a sharp decline in instructions from Russia and the CIS. One notable deal of the past year was the 1.4bn initial public offering (IPO) on the London Stock Exchange of roadside recovery provider AA – the biggest UK IPO in 2014. Skadden acted for Greenhill & Co and Cenkos Securities as financial advisers.
Freshfields’ equity capital markets practice in the UK and western Europe has been working ‘flat out’ for the last year on a number of new listings, Hayday says. And US firm Proskauer has also been winning mandates on the back of the equity market rebound, advising issuers and underwriters, according to partner Peter Castellon. Notable recent mandates include: acting for the issuer on the IPO of UK’s Intelligent Energy that raised 55m; the LSE flotation of Ireland’s Cairn Homes that raised €400m; and advising Belgian real estate company Cofinimmo on the launch of a €285m rights issue for new investments.
MiFID II is part of a raft of EU financial services legislation, including the European Markets Infrastructure Regulation; the Alternative Investment Funds Managers Directive; the Capital Requirements Directive IV (which implemented the Basel III agreement in the EU); and the revised Market Abuse Directive, introduced after the financial crisis with the aim of harmonising and increasing transparency in capital markets, and to lay the foundations for a Capital Markets Union.
In February the European Commission issued a green paper, Building a Capital Markets Union, calling for a public consultation, which closed on 13 May. Speaking at a Law Society capital markets event in February, Verena Ross, executive director of the European Securities and Markets Authority, said that the commission had launched ‘a broad discussion on how to achieve genuinely integrated capital markets across the whole union’. The idea behind a capital markets union is to make the securities markets more easily accessible to Europe’s small and medium-sized companies, thereby reducing reliance on bank lending across the EU.
When it was introduced on 1 July 2005, the Prospectus Directive provided for a single regime throughout the EU, governing the requirement for the content, format, approval and publication of a prospectus. ‘From a harmonisation point of view the directive was good,’ Castellon says. ‘It meant offering documents throughout Europe to the same standards, and those standards are the IOSCO International Organization of Securities Commissions guidelines,’ he says.
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