Ateş mainly concentrates on domestic and cross-border acquisition finance, banking finance and project finance transactions and advises sponsors and banks and financial institutions in connection with development, construction and financing mainly in the infrastructure, transportation, oil and gas, power and renewal energy sectors. He has also been involved in health sector PPP and privatization projects.
Emmanuelle Leroy is a professional support Counsel in the Bank Finance Group of White & Case in Paris.
Emmanuelle has extensive experience in acquisition finance, asset finance, real estate finance, debt restructuring transactions, cross-border securitisation, capital markets as well as banking and financial markets regulatory matters.
Before joining White & Case, Emmanuelle practiced six years as expertise Counsel in the banking group at an international law firm in Paris. Previously, she worked for fifteen years at various international law firms, including working for five years as a banking Partner.
Jordan is a member of White & Case's Bank Finance Group in Paris. He represents a range of banks and other financial institutions in domestic and cross-border transactions. He has a particular focus on acquisition finance, including syndicated finance, leveraged finance and mezzanine financings.
Global law firm White & Case LLP has advised Stora Enso Oyj (Stora Enso), a leading global provider of renewable solutions in packaging, biomaterials, wooden constructions and paper, on its inaugural Green Bond issue.
The bonds have an aggregate principal amount of SEK 6 billion and were issued under Stora Enso's Euro Medium Term Note program in three tranches: SEK 1.25 billion Floating Rate Green Notes due February 2024; SEK 3 billion Floating Rate Green Notes due August 2021; and SEK 1.75 billion 1.875 percent Green Notes due February 2024. The proceeds from the issue will be used in accordance with Stora Enso's Green Bond framework to finance its acquisition of forest assets that are 100 percent certified as sustainable forestry.
The bonds were admitted to trading on the regulated market of the Luxembourg Stock Exchange. DNB, Nordea and SEB acted as joint bookrunners on this transaction.
"Our market leading and internationally recognized sustainable finance practice has been involved in sustainable financing from its inception in the corporate sphere and has remained at the forefront of recent innovations," said White & Case partner Mikko Hulkko, who led the Firm's deal team. "Advising on Stora Enso's first green bond is another example of our work in sustainable finance."
The White & Case team that advised on the transaction was led by partner Mikko Hulkko (Helsinki), with support from counsel Michael Bark-Jones (Stockholm) and associates Benjamin Tuiskula and Liisa Rekola (both Helsinki).
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Anne-Louise Lorenzo is an associate in the Global Bank Finance Practice based in Paris.
Anne-Louise represents a range of banks and other financial institutions in domestic and cross-border transactions. She has a particular focus on acquisition finance, including syndicated finance, leveraged finance and mezzanine financings.
This year European leveraged loan borrowers will test the terms of the additional debt provisions in their loan agreements and there is expected to be significant interest in how these provisions are interpreted. This article walks through some of the main considerations when calculating and implementing existing debt capacity in leveraged loan documentation, with particular focus on some of the more permissive terms often seen in syndicated deals.
When assessing debt incurrence provisions, some of the key questions to ask are:
Basket types and amounts will differ from deal to deal, but key pieces of structural debt typically need to be raised under certain common baskets.
Ratio capacity will, in most cases, represent the largest amount of available debt capacity, allowing a borrower to incur debt provided that a specific ratio or ratios are met, with the type of ratio often being determined by the priority of the debt that is being incurred:
a) a senior secured/first lien leverage ratio for senior secured/first lien debt;
b) a total secured leverage ratio for junior secured/second lien debt; and
c) a total leverage ratio and/or a 2:1 fixed charge coverage ratio for unsecured debt.
Although variations of ratio types will exist, particular attention needs to be paid to how each of these interact: the total leverage or fixed charge coverage ratios can act as total caps on ratio debt incurrence, or they may be more independent, adopting a cumulative approach that can lead to the total caps being overtaken. Certain deals will also allow ratios to be tested on a "no worse" basis - often only in the case of an acquisition, but sometimes more generally - allowing debt to be incurred provided that the leverage levels are no higher and/or the fixed charge coverage is no lower as a result of a particular transaction and the associated debt incurrence, which can also lead to total levels being exceeded. Ratios will always be tested on a pro forma basis for the incurrence of the additional debt and the intended purpose of the proceeds - further commentary on how the scope of EBITDA add-backs can affect such calculations may be found in our recent article "Synergising Synergies"https://www.whitecase.com/publications/alert/synergising-synergies.
A freebie/free-and-clear basket will typically allow further debt not subject to the ratio caps and either will not count towards the ratio calculation if the drawing is made at the same time as the calculation for the ratio test, or sometimes will never need to be taken into account. Reclassification of the freebie basket whenever there is free ratio capacity has become common, allowing the free debt capacity to be refreshed and although some loan agreements will require lenders to be notified whenever reclassification takes place, this may lead to difficulties in being able to track what free capacity there is and where debt is being incurred.
Additional freebie capacity can often also be generated by a borrower prepaying or buying back term debt under the loan agreement (or sometimes other pari debt), permitted on the basis that the borrower has de-levered and should be able to re-draw up to the closing date levels. Prepayments of ratio debt, junior secured/second lien debt and unsecured debt will commonly be prevented from contributing to the prepayment freebie basket, to avoid removing the ratio test requirements from such capacity. Prepayments from the proceeds of other debt are also often prevented from contributing to this basket. Related fees including OID and call protection, as well as costs and expenses, may also contribute to the free capacity.
General debt baskets will typically be capable of either topping up senior secured debt capacity or of being secured on the transaction security. Traditional European loan agreements (those without high-yield covenants) commonly allow the general basket to be secured against other assets (by using available capacity in the general security basket, which is often the same size as the general debt basket for this reason). However, recent cov-lite deals that adopt high-yield covenants will allow the general debt basket to share in the main transaction security (by giving it a "Permitted Collateral Lien") – the implementation of this will require entry into an intercreditor agreement, which could possibly be achieved through the wide authority granted to an agent (described further below).
Other baskets, such as those for capital leases, receivables/factoring and local facilities will add further debt capacity for specific purposes. Together with the general basket and any acquired debt basket (which would allow existing debt of a target to be grandfathered subject to a ratio test), these baskets can lead to lenders of additional debt being given direct access to assets held by companies lower down in the group than the existing debt, effectively giving them priority status in respect of those assets.
Specific conditions will apply to any new additional debt before it can be incurred, although there has been an increasing amount of limitations or carve-outs. We have picked some of the key conditions and some specific carve-outs below:
As is now common, additional debt can take two forms: as an incremental new tranche or facility under the existing loan agreement and documented by way of an additional facility notice or under separate "side-car" documentation. Additional facility notices will be relatively straightforward (which is in all parties' interests) given the terms should follow the existing loan agreement, whereas side-car documentation will usually allow for greater divergence, despite being subject to restrictions in the loan agreement.
Unless the additional debt provisions provide for a right of first refusal for existing lenders to take part in the new additional debt (something which has largely disappeared from top-tier/large-cap deals, but can still occur in the mid-market and/or private credit loans), the existing syndicate may first learn of the new additional debt when the additional facility documents are posted on the lender portal by the agent. This approach will likely be consistent with the terms of most recent loan agreements, which will provide that as long as the debt meets the capacity limits and conditions for additional debt, as determined by the parent (and sometimes with a formal certification requirement), the consent of an existing lender is not required and the agent is authorised to accept (and sign) any additional debt documentation delivered to it. If changes are required to be made to the loan documentation to accommodate such additional debt, the agent and security agent will also be authorised (and such authorisation will have been granted to them by the other finance parties in the loan agreement) to enter into any amendments or new documentation reasonably requested by the parent in order to facilitate the establishment of the new additional debt. This can include the taking and re-taking of security, often provided that the interests of the secured parties are not materially adversely affected (which may reset hardening periods and this may not constitute a "material adverse effect").
Whether an agent acts upon the discretion granted to it to by accepting a confirmation from the parent that conditions have been complied with, or enters into additional documentation in order to implement the terms of such additional debt which are permitted (or in some cases, not prohibited) by the loan agreement, will depend on each agent in each specific circumstance.
Although some loan agreements will also provide that additional debt cannot benefit from representations, undertakings and events of default more extensive than the existing debt, the new additional debt may still have preferential terms, especially when taking into account the various carve-outs from any additional debt conditions. In these circumstances, particularly where additional debt is being incurred as a tranche of an existing facility, attention will be drawn to how the new additional debt may be structured, in order to avoid secondary trading and/or ratings issues in situations where it is either more attractive to potential investors than the existing debt or is inadvertently detrimental to the whole facility.
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Global law firm White & Case LLP has advised the Industrial and Commercial Bank of China on its €846 million dual tranche acquisition bridge financing for a consortium led by Jin Jiang International Holdings Co.
The acquisition facilities finance the consortium's acquisition of Radisson Group, one of the world's largest hotel groups with seven distinctive hotel brands and more than 1,400 hotels in destinations around the world, from HNA Hotel Group. The acquisition was structured in two stages – the direct acquisition of Radisson Holdings’ shares from HNA Hotel Group, followed by a mandatory tender offer to the public shareholders of Radisson Hospitality AB (publ).
The White & Case team which advised on the transaction was co-led by partner David Li (Beijing) and senior legal consultant Frank Shu (Shanghai), and included partners Magnus Wennerhorn (Stockholm) and John Shum (Singapore) with support from counsel Peter Svanqvist (Stockholm) and associate Krystle Yau (Singapore).
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Islamic Finance News (IFN) has named two transactions on which White & Case advised among its IFN "Deals of the Year" for work performed in 2018. With one transaction winning two awards, White & Case was recognized three times in all.
The annual awards "celebrate the achievements of the global Islamic finance industry" and "honor the best in the Islamic financial industry and are one of the most prestigious awards highly recognized by the global Islamic financial markets," according to IFN.
The winning deals on which White & Case advised were:
Ijarah Deal of the Year: Financing of the construction of Nakheel's Nad Al Sheba buy-to-let villas
White & Case advised Abu Dhabi Islamic Bank and Samba Financial Group in relation to AED 1.5 billion financing provided to Nakheel for a residential property project in Dubai. The transaction is structured in three tranches. An AED 500 million bridge facility, which gets refinanced once certain conditions are met using the second tranche of AED 1 billion with an additional accordion facility to be subscribed for by additional lenders of AED 500 million.
Saudi Arabia Deal of the Year and Real Estate Deal of the Year: Saudi Real Estate Refinance Company's debut SAR11 billion sukuk program
White & Case advised the Saudi Real Estate Refinance Company (SRC) on the establishment of its inaugural domestic SAR 11 billion Sukuk Issuance Program and the issuance thereunder of SAR 750 million across four series. The four fixed-rate series of sukuk issued comprised a SAR 150,000,000 series due 2023, a SAR 50,000,000 series due 2025, a SAR 50,000,000 series due 2028 and a SAR 500,000,000 series due 2024. All of the sukuk were privately placed, with HSBC Saudi Arabia the sole arranger of the program and manager of the issuances.
Global law firm White & Case LLP has advised a group of institutional investors led by MEAG, the central asset manager of insurers Munich Re and ERGO, and Deutsche Bank Luxembourg S.A. as financing agent and security agent, on the structuring and financing of the Skinansfjellet and Gravdal wind farms in south west Norway.
The total financing, which amounts to hundreds of millions of euros, consists mainly of senior secured project bonds (Projektanleihen) in the form of privately placed German registered notes (Namensschuldverschreibungen) subscribed by insurance companies of the Munich Re group, the Austrian insurance group UNIQA and European institutional investors. Equity was provided by a renewable energy fund for institutional investors advised by Luxcara, one of the leading European asset managers for renewable energy investments.
The Gravdal and Skinansfjellet winds farms, together with the Eikeland-Steinsland wind farm, belong to the Bjerkreim cluster with a total capacity of 294 MW which have been acquired by Luxcara. The financing is based on a long term power purchase agreement with Facebook. White & Case previously advised already on the financing of the Eikeland-Steinsland wind farm.
The White & Case team in Hamburg which advised on the transaction was led by partner Florian Degenhardt and included counsel Beate Treibmann, local partner Matthias Grigoleit and associates Max Sergelius and Lisa Kirchner.
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Innovative financing under Juncker Plan
We advised Crédit Agricole CIB on €830 million in new funding for French SMEs and ISEs through a synthetic securitization, one of the first large-scale transactions under the European Investment Plan (Juncker Plan).
Largest-ever software IPO on LSE
We advised global cybersecurity provider Avast on its US$816.6 million (£602 million) IPO, the largest-ever software IPO on the London Stock Exchange.
US$2.1 billion-equivalent financing for Fidessa Group acquisition
We represented UBS AG, Stamford Branch, as arranger, in an incremental term loan facility for ION Trading Technologies S.a.r.l. and ION Trading Finance Limited's credit agreement. It included US$1.32 billion of initial dollar term loans and €670 million of initial euro loans; the proceeds were used, in part, to acquire the UK's Fidessa Group plc.
First Nasdaq IPOs of Brazilian companies
We represented the underwriters in the US$1.4 billion IPO and Nasdaq listing of shares of Brazilian fintech company StoneCo Ltd., the second-ever Nasdaq IPO of a Brazilian company; and the underwriters in the US$210 million IPO and Nasdaq listing of shares of Arco Platform Limited, a Brazilian digital education platform, the first Nasdaq IPO of a Brazilian company.
Global agribusiness US$4.75 billion notes offering
We represented various underwriters in a US$4.75 billion Rule 144A/Regulation S offering of notes by Syngenta Finance NV in connection with its acquisition by ChemChina.
Amigo Holdings £1.3 billion IPO
We advised Amigo Holdings PLC, the leading company in the UK guarantor loan space, on its IPO on the London Stock Exchange (LSE).
First IPO on Astana International Exchange
We represented various financial institutions in the US$3 billion IPO of JSC NAC Kazatomprom, the world's largest producer of uranium, on the London Stock Exchange (LSE) and the newly established Astana International Exchange (AIX) allowing free float of the GDRs between the LSE and the AIX. This was the largest Kazakhstani IPO on the LSE in more than a decade and the first IPO on the newly established AIX.
Creation of new Mexican stock exchange
We represented Central de Corretajes (Cencor), a developer of infrastructure for financial markets in Latin America, Mexico and the United States, in the creation of Bolsa Institucional de Valores (BIVA), Mexico's first new stock exchange in 100 years and one of the most technologically advanced stock markets in the world.
Concordia US$3.7 billion recapitalization
We advised an ad-hoc group of secured creditors of Concordia International Corp., an international generic pharmaceuticals business, on its US$3.7 billion recapitalization, which was implemented by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act.
Hong Kong shopping malls acquisition financing
We represented a consortium led by Gaw Capital Partners in HK$13.8 billion in financing arranged by various banks for the acquisition of a portfolio of 17 retail shopping malls in Hong Kong.
Multibillion-dollar Ambac debt restructuring
We represented a group of hedge funds, as the significant creditors, in the rehabilitation of the segregated account of Ambac Assurance Corporation (AAC), a Wisconsin stock insurance corporation and a subsidiary of Ambac Financial Group, Inc., which resulted in the restructuring of more than US$5 billion of debt and Ambac's exit from rehabilitation.
Successful completion of Oi restructuring
We represented Brazilian telecommunications company Oi S.A. in the completion of its US$20 billion debt restructuring, Latin America's largest-ever, including advising on new international bond issuances by Oi of US$1.7 billion, new equity issuances of US$1.5 billion and US$1.7 billion in restructured export credit facilities in 2018.
€1.1 billion financing for Finnish acquisition
We represented global private equity firm CVC Capital Partners in the €1.1 billion financing for its acquisition of the Mehiläinen Group, a leading provider of private healthcare and social services in Finland.
US$6.4 billion acquisition financing for Brookfield Property Partners
We advised Wells Fargo, Morgan Stanley and several other lead arrangers and lead banks on US$6.4 billion in financing to fund in part the US$15 billion acquisition by Brookfield Property Partners L.P. of commercial real estate company GGP Inc.
Michelin €2.5 billion bond issue
We advised Groupe Michelin, the leading tire company, on a three-tranche, €2.5 billion bond issue.
Delta Air Lines US$1.6 billion notes offering
We represented underwriters on a publicly registered offering by Delta Air Lines, Inc. of US$1.6 billion notes.
€1.275 billion debt financing for Zentiva acquisition
We represented the mandated lead arrangers/original lenders in the debt financing of pharmaceutical company Zentiva by Advent International Corporation.
Berlin Hyp AG's green Pfandbriefe issuance
We advised various financial institutions, as managers, on Berlin Hyp AG's issuance of €500 million of green covered bonds (Pfandbriefe).
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Investors in high yield debt expect protections to be included in documentation in order to prevent bond issuers from taking certain actions that deteriorate credit quality. To this end, issuers agree to a series of undertakings, or covenants, that restrict their ability to do certain things. Under these restrictions, known as "incurrence covenants", the issuer is prevented from taking a specified action unless it meets a specified test (or is permitted to do so under an exception to that test). As a general rule, the action in question is tested as at the date of its closing (i.e., the date of incurrence) and on a pro forma basis taking into account its immediate effect.However, in recent years, issuers have been acquiring increasing flexibility under high yield documentation to test for compliance prior to the actual date of incurrence. In this article we will examine some of these provisions and analyse how they work as well as how they can prove useful to issuers.
An incurrence covenant provides that an issuer may take a specified action (such as incurring debt, paying dividends, repurchasing its shares or making certain investments) only if, upon completing the action and pro forma for its occurrence, the issuer meets the test prescribed by that covenant. For example, an incurrence covenant may stipulate that an issuer can incur additional debt only if it meets a specified leverage ratio, as calculated immediately upon such incurrence and on a pro forma basis taking into account the application of the related proceeds. Typically, the leverage ratio requirement would be tested as at the time that the action actually occurs (e.g., on the date of incurrence of the relevant debt). However, high yield documentation increasingly allows issuers to opt to test for compliance not as at the date of completion of the action that triggers the testing requirement under the covenant but as at a date prior to completion (though nonetheless pro forma for the impact of the action). If the proposed action satisfies the covenant test as at the earlier testing date, then the covenant would be deemed to be satisfied as at the date of the closing, even if the action would not pass muster if tested on that later date.
Allowing issuers to test compliance of a specified action ahead of the date of actual completion of that action means that they can opt to test for compliance on a date on which they have certainty that the test would be met. This certainty is useful in particular where a long time elapses between the signing of documentation governing a transaction and its closing.
This is the case where, for example, an issuer seeking to acquire a target signs a stock purchase agreement (or SPA) but (not unusually) the closing of the acquisition is subject to securing competition authority approval. Suppose the issuer intends to finance the acquisition with new debt the incurrence of which requires testing under a leverage or coverage ratio. The issuer would be certain that on the date of signing the SPA (assuming the acquisition closed on that day) the proposed new debt would meet the ratio test. However, given the amount of time required to obtain competition authority clearance and the potential for a decline in EBITDA (not only the issuer's but also the target's) over that period, the issuer could not be certain on the date of the signing that the new debt would be compliant as at the date of the closing when it is actually incurred. Thus the standard approach of requiring compliance testing as at the date of incurrence/closing may pose significant difficulties for an issuer seeking to incur debt to finance an acquisition where the compliance of that debt depends on future pro forma EBITDA performance.
A similar concern may arise where an issuer enters into a revolving credit facility. The issuer may have been permitted under its existing bond indenture to incur the full amount of debt committed under the revolver on the date it was entered into. However, a subsequent decline in EBITDA may result in the issuer not being able to draw some or all of the commitment at a future date due to non-compliance with a ratio test. To address these and similar concerns, and as discussed below, high yield documentation has in recent years provided increasing flexibility to issuers to allow them to test for covenant compliance prior to the date of actual closing of the action that triggers the testing requirement.
The ability of an issuer to rely on pre-incurrence testing for incurrence covenants has become widely accepted in certain covenants. The three provisions discussed below, among others, are increasingly common in high yield bond indentures and have even become relatively standard in the past few years.
Limited Condition Acquisition / Transaction
The term "limited condition acquisition" refers to any acquisition, including by way of merger, the consummation of which is not conditioned on obtaining third-party financing. The limited condition acquisition provision enables an issuer that has committed to making an acquisition without a "financing out" to select the date on which the SPA is entered into, rather than the date of the closing of the acquisition, as the testing date for purposes of determining compliance under a ratio or basket. As a result, the level of the ratio or availability under a basket is calculated pro forma for the relevant incurrence of debt and the application of the resulting proceeds as though they had occurred on the date of the SPA, rather than the date of the closing (which at the time of signing of the SPA may not even be known). Assuming the issuer meets the test on the SPA date, the issuer would have certainty that it would not be blocked from incurring the relevant debt and closing the acquisition due to a decrease in EBITDA occurring after the date of the SPA. However, if compliance testing is required for any other transactions set to occur between the SPA date and the date of closing of the acquisition, then the impact of the acquisition (and the related debt incurrence) will be taken into account in calculations related to such additional compliance testing.
Historically, the flexibility to test ratios and baskets as at the date of the SPA rather than the closing date was limited to so-called limited condition acquisitions. Since such acquisitions do not have a financing out, they are considered to be more likely to close, which means that the flexibility to test pre-incurrence is seen by investors as no more than a limited accommodation. However, more recently, this flexibility has been expanded to permit pre-incurrence testing with respect to other types of issuer actions and transactions, such as irrevocable repayments or announced distributions (including dividends) – without the requirement that they not be conditioned on obtaining third-party financing.
Reserved Indebtedness
Another common type of pre-incurrence testing mechanism included in high yield documentation is the so-called "reserved indebtedness" provision. Under this provision, an issuer entering into a revolving credit facility or other commitment to incur debt can opt to designate the date of its entry into the facility or commitment (rather than the date of the drawing thereunder) as the testing date for determining compliance with a ratio or basket and to test the full amount of the commitment as at that prior date. If the committed amount complies with the test as at the date of entry into the revolver or other facility, then it will be deemed to comply on any future date on which it is drawn. In effect, the full amount of the commitment would be "grandfathered", and the issuer could draw any amount under it without any requirement for further testing. However, the grandfathered commitment, which is designated as "reserved indebtedness", would be deemed to be outstanding for the purpose of compliance testing for any other debt to be incurred under the debt covenant.
Grandfathering Growers
An increasingly common enhancement to the so-called growers that feature in certain permitted debt baskets is the grandfathering provision with respect to refinancings. Permitted debt baskets that have EBITDA-based growers allow the issuer to incur debt up to a maximum amount not exceeding a fixed monetary limit or a specified percentage of LTM EBITDA at the time of incurrence, whichever is greater. If, at the time the issuer seeks to make use of the basket, the percentage of LTM EBITDA is greater than the fixed monetary limit, then the issuer could incur the greater amount of debt allowed by the grower. However, if at a later date the LTM EBITDA is lower than it was at the time of the original incurrence, then that same basket would not then have enough room to accommodate all the debt needed to refinance the original debt. In consequence, the issuer could not make use of the same basket for a full refinancing at that date.
To remedy this, high yield documentation increasingly provides for a grandfathering mechanism: if an issuer incurs debt to refinance debt that was previously incurred in reliance on an EBITDA-based grower, that refinancing debt would be deemed to be permitted up to the amount of the original debt plus fees, costs and premia. This would be so even if, due to EBITDA underperformance after the original debt is incurred, the amount of refinancing debt exceeds the specified percentage of LTM EBITDA under the relevant basket on the refinancing date. In effect, the testing date for debt incurred in reliance on an EBITDA-based grower in a permitted debt basket remains the same for any debt incurred under that same basket which is used to refinance the initial debt.
Note that this flexibility would not allow the issuer to incur additional debt in reliance on a basket whose capacity is already filled (or exceeded) by other debt or refinancing debt with respect to it. However, if capacity under an EBITDA-based grower limit were subsequently to increase (beyond the level necessary to accommodate the refinancing debt) due to an increase in EBITDA, there would be room for the additional debt.
Incurrence covenants in high yield indentures can present timing issues for issuers that wish to undertake certain activities, and can thereby restrict their opportunity to take certain actions in the future, even if those actions were permitted at the time definitive documentation governing them was entered into. In response to this problem, pre-incurrence testing provisions have become common in bond indentures, allowing issuers to have greater certainty when contemplating future actions that trigger covenant testing. It is important for both issuers and investors in high yield bonds to be aware of the variety of pre-incurrence testing provisions and the scope of the flexibility they afford.
Navy Thompson contributed to the improvement of this publication.
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Zenya Onishi is a Partner in the Banking, Capital Markets and Restructuring practice based in the Firm’s Tokyo office. Zenya is a licensed Japanese lawyer (Bengoshi). He has extensive experience in the banking area, with a particular focus on leveraged finance, acquisition finance and cross-border syndicated loan transactions. He has a wealth of experience representing financial institutions and borrowers, and he has been active in advising Japanese megabanks as lenders on Japan inbound leveraged finance and Japanese companies as borrowers on acquisition finance for their outbound M&A transactions. He also advised governmental bodies on multinational lending transactions and is further experienced in a broad range of finance matters, including financial markets regulations.
Zenya is ranked as a Band 1 Leading Lawyer for Banking & Finance in Japan by Chambers Global 2019 and Chambers Asia-Pacific 2019.
Zenya is a member of the Daini Tokyo Bar Association.
Leading Lawyer (Band 1), Banking & Finance: Domestic – Japan, Chambers Global 2019
Leading Lawyer (Band 1), Banking & Finance: Domestic – Japan, Chambers Asia-Pacific 2019
Global law firm White & Case LLP has expanded its Global Banking Practice with the addition of Zenya Onishi as a partner in the Tokyo office.
"White & Case is well-known for handling complex, multijurisdictional transactions, and the established teams we have in place in all of the major financial centers around the world are key to that," said Eric Leicht, who leads the Firm’s Global Banking Practice. "The addition of Zenya in our Tokyo office will build on these capabilities, and his cross-border expertise and dual language skills will enable him to leverage off our network and, in turn, strengthen it."
Onishi is focused on leveraged finance, acquisition finance and cross-border syndicated loan transactions. He represents domestic and international financial institutions and borrowers on a variety of lending transactions, governmental bodies on multi-national loans and has experience advising on Japanese financial market regulation. Onishi is fluent in English and Japanese and joins White & Case from Linklaters, where he was counsel.
"A number of economic factors and changes in government policies have been driving substantially increased financing transactions being conducted throughout the Asia-Pacific region," said White & Case partner Baldwin Cheng, Regional Section Head Asia-Pacific Corporate, Finance & Restructuring Section. "Zenya will be a great asset in meeting the resulting client demand, strengthening our relationships with banks and financial sponsors in Japan and throughout the region."
White & Case partner Eric Berg, Head of Asia-Pacific, said: "Banking is an integral part of our client offering as we continue to grow in Asia-Pacific in line with our 2020 strategy. Zenya is a valued further addition to the team, following the promotions of banking lawyer Andrew Bishop and capital markets lawyer Jessica Zhou, both based in Hong Kong, to partner in January 2019, alongside six local partner and counsel promotions in the region."
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Global law firm White & Case LLP has advised a consortium of French and international sovereign funds on Arc Holdings' new investment plan.
Arc Holdings, a leading French manufacturer of tableware and glassware operating in more than 160 countries, will benefit from a new investment plan worth €120 million. The plan is the result of an agreement between shareholder Glass Holding, the French Government, the Hauts de France region, the Communauté d'agglomération du pays de Saint-Omer (CAPSO), sovereign funds – including Bpifrance – and new stock financiers.
The fundraising enables Board members to implement the company's turnaround plan in the coming years. It also includes the implementation of Arc Holdings' automatic assignment mechanism in the event of non-compliance with certain ratios, as well as a preference share and an in-trust mechanism.
The White & Case team in Paris which advised on the transaction was led by partners Saam Golshani and Alexis Hojabr, with support from partner Raphaël Richard and associates Bruno Pousset, Alice Léonard and Marie-Alix Charvin.
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Global law firm White & Case LLP has advised a consortium of major Italian banks on the debt restructuring of Cossi Costruzioni S.p.A., an Italian construction company established in 1976, in the context of a wider M&A transaction involving Salini Impregilo and Banca Popolare di Sondrio.
Upon completion of the transaction, Salini Impregilo and Banca Popolare di Sondrio will own 63.5 percent and 18.25 percent of Cossi Costruzioni S.p.A., respectively.
The White & Case team in Milan which advised on the transaction comprised partner Gianluca Fanti, local partner Giuseppe Barra Caracciolo and associates Rocco De Nicola and Riccardo Verzeletti.
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Global law firm White & Case LLP has advised RRJ Capital on the buyout acquisition of gategroup Holding AG from HNA Group.
Based in Singapore and Hong Kong, RRJ Capital is an investment firm which focuses on long term private equity investments. It manages approximately US$11 billion of funds, with portfolio companies in Asia, Australia, Europe and USA.
Headquartered in Zurich, Switzerland, gategroup Holding AG is the world's largest provider of airline catering, retail-on-board and hospitality products and services, serving more than 700 million passengers annually from over 200 operating units in 60 countries/territories across all continents.
"We have represented RRJ Capital as lead and international counsel on this milestone transaction following our representation of RRJ Capital in its initial equity-linked investment in gategroup in 2018," said Beijing-based White & Case partner David Li, who led the Firm's deal team for both transactions. "This transaction demonstrates the strength of our global capabilities to advise on and execute time sensitive, complex cross-border leveraged buyout acquisitions."
Joanne Low, General Counsel at RRJ Capital, said: "Once again, White & Case delivered for us on one of our most important transactions. The level of professionalism, commercial awareness and efficiency was exemplary."
The White & Case team which advised on the transaction was led by partner David Li (Beijing), with support from partners Anthony Vasey and Eugene Man (both Hong Kong), Rebecca Farrington and Farhad Jalinous (both Washington, DC), Mark Powell and Katarzyna Czapracka (both Brussels), Nicholas Greenacre (London), counsel Andrew Cohn (Hong Kong) and associates Rosanna Passmore, June Chun, Mengbi Xu and Christine Skrbic (all Beijing) and Charlotte Jabbari, Ned Simpson and Jennifer Hedges (all Hong Kong).
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International Financial Law Review (IFLR) bestowed multiple honors on global law firm White & Case at its 20th annual IFLR European Awards for 2019: 'Loans deal of the year' for the Advent International/Laird acquisition financing, 'Loans team of the year' and the award for the 'Most innovative US law firm in Europe'.
The award for 'Loans team of the year' attracted the following comment from IFLR: 'White & Case had key roles on two shortlisted loans. The firm, led by London-based Jacqueline Evans, advised Goldman Sachs Bank and Lucid Agency Services on a highly bespoke financing for We Soda and the Ciner group. The firm also represented GSO on the financing for Advent International's acquisition of Laird. Away from the shortlist, a notable deal saw the firm advise the lenders out of its Czech office on the financing of First Quality Nonwovens, which broke new ground as a CEE bank financed acquisition of a US-based company involving committed financing.'
In awarding 'Most innovative US law firm in Europe', IFLR reported: "White & Case was firing on all cylinders from one end of the region to the other and boasts roles on 15 shortlisted deals and seven nominations for team of the year. Highlights are plenty, but arguably high yield and bank loan practices stand out. Some of its most innovative work includes the Kazatamprom IPO and dual LSE/AIX listing, the high yield offerings by Novalpina, OCI, International Design Group and Rossini/Recordati, the We Soda loan and DoBank servicing agreement platform, among other deals."
Click here for more information about the IFLR Europe Awards 2019.
Global law firm White & Case LLP has advised PPF Arena 1 B.V. on the establishment of its €3 billion Euro Medium Term Note Programme and the debut issuance of €550 million 3.125% notes due March 2026 thereunder.
The PPF Arena 1 B.V. group is a leading provider of telecommunication services in the CEE region, consolidating telecommunication activities of the global investment group PPF across six national markets. Its subsidiaries include O2 Czech Republic a.s. and Česká telekomunikační infrastruktura a.s. (CETIN) in the Czech Republic, O2 Slovakia s.r.o. in Slovakia and the former subsidiaries of the Telenor Group in Hungary, Bulgaria, Serbia and Montenegro acquired by PPF Arena 1 B.V. in 2018.
The notes are unconditionally and irrevocably guaranteed by certain subsidiaries of PPF Arena 1 B.V. and are initially secured by a common security package over the group's assets in multiple jurisdictions alongside the senior bank debt of PPF Arena 1 B.V., which added to the significant complexity of the deal. The notes are admitted to trading on the Global Exchange Market of Euronext Dublin and are rated BBB- by Fitch, Ba1 by Moody's and BB+ by Standard & Poor's.
The Firm's work on this matter demonstrates its capability advising on pioneering capital markets deals, particularly complex international securities transactions. As the transaction also involved extensive amendments to the issuer's existing bank debt, it highlighted the strength of the Firm's Prague office in advising on complex bank financing matters.
The White & Case capital markets team that advised on the transaction was co-led by local partner Petr Hudec (Prague) and partners Stuart Matty and James Greene (both London), who were assisted by associates Erik Illmann and Jan Vacula (both Prague) and Rebecca King and Nikita Thrakar (both London). The bank finance team was led by partner Jonathan Weinberg (Prague).
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Global law firm White & Case LLP has expanded its Global Banking Practice with the addition of Fergus Wheeler as a partner in London.
"Direct lending has become a critical financing alternative for companies since the financial crisis and the market for the product continues to grow in EMEA and globally," said White & Case partner Eric Leicht, head of the Firm's Global Banking Practice. "Fergus has built relationships with some of the largest credit funds operating in Europe and the US. His addition in London, together with the expansion of the direct lending team in New York in 2018, sends a strong signal to the market that we're deeply committed to this space."
Wheeler advises private credit funds and asset managers, including sovereign wealth funds, on all forms of debt finance across the capital structure, including senior secured unitranche, first lien financing, second lien and mezzanine investments, and deeply subordinated junior positions such as holdco PIK financings and preferred equity investments. He regularly advises blue-chip credit funds on event-driven financings such as acquisitions, dividend recapitalizations, capital restructurings, stressed and distressed capital solutions and rescue financings, and has experience across a broad range of sectors including hospitality, media, financial services, healthcare, pharmaceuticals, software, technology and manufacturing. Wheeler joins White & Case from King & Spalding, where he was a partner, and brings more than 15 years of experience.
"Fergus is a highly capable lawyer with a practice and client base that complements our market leading direct lending practice, led by partner Gareth Eagles," said White & Case partner David Plch, Regional Section Head, EMEA Banking. "Our ambition is to capitalize further on the global direct lending market's growth potential. Fergus extends our client base on both sides of the Atlantic and, alongside Gareth, will add materially to the support we offer existing clients."
Partner Oliver Brettle, London-based member of White & Case's global Executive Committee, said: "Continuing to build a strong banking practice in London aligns with our strategic growth ambitions, and the arrival of Fergus also supports our strategic focus on global growth in the financial institutions and private equity industries. He joins a strong London banking team that continued to expand during 2018 with the internal promotions to partner of Richard Lloyd and Shameer Shah, and the lateral additions of partners Shane McDonald and Sudhir Nair."
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