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01 OUR FINANCE PRACTICE Our finance practice Finance has been a central part of our practice from our beginnings. We are now ranked amongst the leading international practices. Our services We advise on all areas of finance including: asset finance capital markets and securitisations derivatives financial services and investment funds general banking project finance real estate finance restructurings, work outs and insolvencies receivables financing commodities and export finance. Our clients We represent all the different types of entity which participate in the international financial markets: banks, international financial institutions, private and public companies from all business sectors, government agencies and international governmental organisations. We are members of the legal panels of a number of leading international financial institutions and act for over 150 financial institutions.
OUR DEBT CAPITAL MARKETS PRACTICE 02 Our debt capital markets practice Our debt capital markets practice has developed alongside our asset finance and equity capital markets practices as our clients have sought to diversify their sources of funding. As higher bank capital and liquidity requirements impose increasing constraints on traditional bank finance, the process of funding diversification has accelerated and many companies are turning to the debt capital markets. Our experience We act for originators, issuers, guarantors, arrangers, managers, trustees, account banks, cash managers, liquidity facility providers and investors. We advise on the following types of capital markets transactions: eurobond issues commercial paper programmes convertible bonds medium term note and debt issuance programmes public offerings and private placements structured notes project bonds Rule 144A and other US offerings and private placements securitisations We advise on a broad range of issues, including: regulatory issues tax issues rating agency requirements listing requirements trustee issues the origination and tailoring of assets to ensure that they are eligible for securitisation the most efficient structures to achieve the required commercial objectives structuring and true sale issues restructurings default scenarios, including events of default, the enforcement of security and bondholder actions. derivative transactions liquidity facilities. Watson, Farley & Williams Debt Capital Markets
03 DEBT CAPITAL MARKETS EXPERIENCE IN OUR KEY SECTORS Debt capital markets experience in our key sectors Technical and industry expertise One of our key strengths is the combination of our capital markets experience with our industry knowledge. Our team includes lawyers in our finance, projects, tax, corporate and regulatory practices, across our offices. They work in combination across our key sectors of maritime and offshore, aviation, logistics, energy and natural resources to assist our clients in accessing new forms of funding. Industry firsts Combining our capital markets experience and sector knowledge, we have worked on a number of industry ʺfirstsʺ and transactions involving new asset classes, including: advising shipbuilders, as originators, on securitisations of newbuilding contract receivables; advising on a whole business securitisation for a portfolio of operating wind farms; advising on the first public debt securitisation for a European air carrier; and advising a mining company on the first listing on the Professional Securities Market of the LSE of bonds convertible into underlying securities listed on the TSX Venture Exchange.
SELECTED DEBT CAPITAL MARKETS EXPERIENCE 04 Selected debt capital markets experience Great Western Minerals Group Ltd Acting for Great Western, a vertically integrated TSX Venture Exchange listed mining company, on a US$90m secured convertible bond issue listed on the Professional Securities Market of the LSE. High Yield Bond Offerings Acting as issuer s counsel in respect of a number of high yield bonds which were offered in the US market over a period of time by Gearbulk, Pegasus Shipping, Alpha Shipping and Amer Reefer. Airline Securitisation Advising the arrangers on a proposed whole business securitisation for an airline backed by landing slots. Senior Unsecured Notes Acting as Marshall Islands counsel for Teekay Corporation in connection with its offering of 8.875% senior unsecured notes due in 2011 and in its separate offering of 8.875% senior unsecured notes due in 2020. SNCF Advising SNCF on the transfer of its 12bn EMTN programme from Luxembourg to Paris. PCCW and Pacific Century Group Holdings Advising on a US$1.6bn Eurobond issue by PCCW and Pacific Century Group Holdings Limited and on the listing of the Bonds on the Luxembourg Stock Exchange. Container Operators Advising container operator companies as originators on a number of securitisation transactions relating to container receivables, including using multi seller conduit structures funded by commercial paper. Publique Hôpitaux de Paris Acting for Publique Hôpitaux de Paris on its 2bn EMTN programme. A French Local Authority Sports Facility A French Local Authority Acting for Région Rhône Alpes on a stand alone 120m bond issue. Advising the issuer on a proposed monoline backed project bond financing of a European sports facility. Acting for Département de lʹessonne on its 1bn EMTN programme. Watson, Farley & Williams Debt Capital Markets
05 SELECTED DEBT CAPITAL MARKETS EXPERIENCE Shipbuilding Contracts Securitisation Advising the arrangers on a securitisation of receivables of approximately 500m arising under two cruise ship newbuilding contracts. Shipping Bond Fund Limited (SBFL) Advising SBFL on its establishment and on its US$15.5m private placement, US$65.6m financing by ZC Speciality Insurance Company and US$80m purchase of Collateralised Bond Obligations. A Major Shipbuilder Advising a major shipbuilder as originator, on a securitisation of newbuilding contract receivables, providing financing for work inprogress on an off balancesheet basis. Trinergy/Matrix Energy LLPs Advising Trinergy/Matrix Energy LLPs and others on the securitisation of their German and Italian (IVPC) wind farm portfolio of 648 MW held through over 20 LLP structures. CMA CGM Advising CMA CGM on the first ever corporate asset backed securitisation of container vessel charterparties relating to four 1700 TEU, two 4400 TEU and six 5100 TEU vessels. Vivendi Advising Vivendi on a 88m project bond issue for a waste to energy project in Birmingham, based on a PPP style commercial contract with the public authority and supported by a monoline insurance policy. ABO Wind, Juwi, Energiequelle, Voltwerk and MRG Advising on certain aspects of the sale of a 330 MW portfolio of wind farms in Germany and France to Christofferson Robb & Co, funded by a 470m bond financing arranged by HVB (Breeze Two). Norwegian Bond Issues Representing the lead managers in a series of bond issues where the issuer was a Norwegian state owned company and the largest producer of power in Norway. Credit Lyonnais and JP Morgan Acting for Credit Lyonnais and JP Morgan as arrangers in relation to the securitisation of four B777 aircraft and twelve A320 family aircraft. South African Coal Miner Advising a South African coal mining company on a proposed issue of bonds to be listed on the Professional Securities Market.
SELECTED DEBT CAPITAL MARKETS EXPERIENCE 06 Thoresen Thai Agencies Public Company Limited Advising the Thoresen group in connection with a series of bonds issued by them. Convertible Bonds Advising a ship owner on the issue of convertible bonds to finance the cost of four oil tankers. Aban Offshore Advising Aban Offshore in the financing of its mandatory offer to acquire Sinvest in a US$800m deal. Aban raised funds by way of convertible notes with Merrill Lynch acting as placement agent. Alpha Shipping PLC Danish Lead Managers Norseman Gold Iberia Advising Alpha Shipping PLC on the multijurisdictional restructuring of its US$175m high yield notes pursuant to an Isle of Man scheme of arrangement. Advising the Danish lead managers in a series of Eurobond issues to finance the fixed road and rail link between Denmark and Sweden. Advising Norseman Gold on an issue of convertible notes secured by mining and exploration licences, mining equipment and other assets of its Australian subsidiary. Also advising on restructurings of the notes and security, including security trustee issues. Advising Iberia in relation to the Iberbond 1999 and Iberbond 2000 securitisation structures, being the two first public debt securitisation transactions issued by a European air carrier. Petroleum Geo Services ASA Advising Petroleum Geo Services ASA on a US$240m securitisation of a portion of its multi client seismic data library. The assets were seismic data relating to subsurface geological formations. Wind Farms Advising Plambeck Neue Energien AG on a 102m bond financing for eight wind farms totalling 140 MW with investment grade rating from Moody s and Standard & Poors. The bond refinanced the existing project finance debt. MPC Advising MPC on the structuring of a synthetic bond financing. Watson, Farley & Williams Debt Capital Markets
07 REPUTATION Reputation ʺA Rolls Royce service which you donʹt get from some of the bigger players.ʺ Chambers UK 2013 ʺAn obvious ʺgo toʺ firm distinguished by its sector expertise and international reach.ʺ Legal 500 UK 2012 ʺWe love working with them and would recommend them...very commercially minded and good value for money.ʺ ʺ hard working and meticulous, with a can do attitude.ʺ Chambers Global 2012 Chambers Europe 2012 ʺVery sharp and commercial with the experience of having handled many different types of shipping deals.ʺ Chambers Global 2012 ʺ...strong relationships with a number of leading aircraft lessors and banks and therefore have their finger on the pulse as to what really matters.ʺ Airfinance Journalʹs 2011 ʺ...excellent...WFW understands the technical engineering and commercial aspects of the oil and gas industry as well as the legal ones.ʺ Chambers Asia 2012 ʺKey expert in energy.ʺ Chambers Europe 2012 ʺThe team is very well organised, has good coverage, and never makes you feel at a loss.ʺ Chambers Europe 2012 ʺVery analytical... Easy to deal with... Willing to go above and beyondʺ Chambers UK 2013 ʺBright and capable lawyers.ʺ Chambers USA 2012
OUR APPROACH 08 Our approach Watson, Farley & Williams is a leading international law firm with offices in major financial centres in Europe, Asia and the USA. We have the skills to manage a wide range of corporate and finance transactions, and disputes, and to provide our clients with the high quality advice they require. We have teams which are integrated across legal disciplines and offices so that a consistent level of service can be provided on all matters, in each jurisdiction and in combination across borders. We continually invest in developing our expertise and reputation in the sectors we know best: Finance & Investment, Maritime, Energy, Natural Resources, Transport, Real Estate and ICT. We establish candid, open relationships with our clients and take the time to understand their businesses. We generally work in small, partner led teams where our sector knowledge and experience enable us to provide effective, commercially focused advice. Watson, Farley & Williams Debt Capital Markets
09 OUR OFFICES Our offices UK USA France Germany Italy London New York Paris Hamburg Rome 15 Appold Street London EC2A 2HB Tel: +44 20 7814 8000 Fax: +44 20 7814 8141 1133 Avenue of the Americas New York NY 10036 Tel: +1 212 922 2200 Fax: +1 212 922 1512 26, avenue des Champs Elysées 75008 Paris Tel: +33 156 88 21 21 Fax: +33 156 88 21 20 Jungfernstieg 51 20354 Hamburg Tel: +49 40 800 084 0 Fax: +49 40 800 084 410 Piazza Navona, 49 2nd Floor int 2/3 00186 Rome Tel: +39 06 68 40 581 Fax: +39 06 68 89 2717 Munich Milan Gewürzmühlstraße 11 80538 Munich Piazza del Carmine 4 20121 Milan Tel: +49 89 237086 0 Fax: +49 89 237086 222 Tel: +39 02 721 70 71 Fax: +39 02 721 70 720 Frankfurt Ulmenstraße 37 39 60325 Frankfurt am Main Tel: +49 69 297 291 0 Fax: +49 69 770 75800
OUR OFFICES 10 Spain Greece Singapore Thailand China Madrid Athens Singapore Bangkok Hong Kong Maria de Molina, 4 28006 Madrid Tel: +34 91 515 6300 Fax: +34 91 563 1630 6th Floor, Building B, 348 Syngrou Avenue, Kallithea 176 74, Athens Tel: +30 21 0455 7300 Fax: +30 21 0459 4004 6 Battery Road #28 00 Singapore 049909 Tel: +65 6532 5335 Fax: +65 6532 5454 Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok 10330 Tel: +66 2 665 7800 Fax: +66 2 665 7888 Units 1703 1707 One Pacific Place 88 Queensway Hong Kong Tel: +852 2168 6700 Fax: +852 2918 9777 All references to Watson, Farley & Williams and the firm in this brochure mean Watson, Farley & Williams LLP and/or its affiliated undertakings. Any reference to a partner means a member of Watson, Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this publication represent the experience of our lawyers. This brochure is produced by Watson, Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have question or comments on its subject, please speak to your usual contact at Watson, Farley & Williams. This publication constitutes attorney advertising. 100 000 1907 LON 03/12/2013 Watson, Farley & Williams 2013 Watson, Farley & Williams Debt Capital Markets
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