Bank mergers are risky and complex. They require crystal clear vision, hardened resolve and the right implementation tools. Only the bold will thrive, leaving overbanking behind them.

 

Banks have emerged from the global financial crisis with a clearer picture of how they need to be structured. Strategic M&A is back as banks across Europe consolidate and lean in to the fintech revolution.

Outlook

M&A is back on the agenda. Three key drivers for banks:

• All eyes on European consolidation: Amalgamating over-serviced domestic markets
• The art of simplicity: Trimming overcapacity and peripheral operations
• Strategic cross-border deals make a return:Growing again in core markets

Current market

Upward, significant

We are seeing

• Increased focus on intra-group restructurings, aimed at:
  • Achieving leaner and simpler business models by eliminating structural obstacles / overcapacity and peripheral operations
  • Aligning core business processes across product lines and geographies
  • Optimising internal resources, including regulatory capital, liquidity, management time and internal knowledge
  • Realising governance, operational and tax efficiencies
  • Streamlining intra-group service arrangements (particularly in light of the coming into force of the EU General Data Protection Regulation and growing cybersecurity threats)
  • Weaving regulatory compliance infrastructure and ethos into the fabric of day-to-day operations
  • Re-architecting the balance of physical branch and digital offerings
• Shedding of non-core and underperforming financial assets
• Domestic consolidation across Western Europe and CEE, with active encouragement from political and regulatory authorities
• Re-emergence of strategic M&A, including early signs of cross-border deals
• Heavy fintech outlay, through strategic investments, in-house development, JVs and startup support

Key drivers

• Compliance with domestic 'ring-fencing' requirements (e.g., UK Banking Reform Act)
• Some banks are still shoring up their balance sheets, in light of identified operational weaknesses and mega-fines
• Expanding universe of potential buyers, including financial sponsors and foreign strategics
• Stronger banks are ready to expand their footprint:
  • Many have implemented balance sheet repair, capital buffer replenishment and internal restructuring exercises
  • Greater clarity on capital requirements and additional time to implement new rules (e.g.,'Basel IV')
  • Shifting regulatory priorities (e.g., the UK's proposed Brexit terms and the Trump Administration's indication of rollbacks from the Dodd-Frank Act)
• Increasingly fierce competition from 'challenger' banks, fintechs and consumer majors

Trends to watch

• Uptick in appetite for cross-border consolidation, eventually resulting in fewer but more pan-European banks
• Consolidation across 'challenger' banks — acquisitions by larger banks, merger of digital providers and exit of weaker participants. UK consolidation is likely to be hastened by cessation of the Bank of England's Term Funding Scheme
• Rise in shareholder activism, aimed at rebooting revenues by focusing of core activities, and, ultimately, improvement in share price and dividend returns
• Boost in expansion into China, following relaxation of foreign ownership restrictions in November 2017
• Step-up in regulatory imperative to harmonise fragmented European banking regulation — Brexit is a possible catalyst
• 'Open banking'— a new frontier for M&A and a longer-term driver of further fintech investment

Publicly reported deals & situations

Restructurings

• UK Banking Reform Act:
  • Barclays, Lloyds, RBS, HSBC and Santander: Completion of their 'ring-fencing' structural reform projects (April – June 2018)
• Non-'ring fencing':
  • Getin Noble Bank & BPI Bank Polskich Inwestycji: Merger (June 2018)
  • Deutsche Bank: Shut down of its South African corporate broking, advisory and sponsor service offering (June 2018)
  • Banco Santander & Santander Investment Bolsa: Merger (May 2018)
  • Deutsche Bank & Deutsche Postbank: Merger (May 2018)
  • HSBC's Global Private Banking EMEA: Private banking restructuring (April 2018)
  • Ma French Bank & KissKissBankBank: Merger (April 2018)
  • Resurs Bank & yA Bank: Merger (April 2018)
  • KBC's United Bulgarian Bank & CIBANK: Merger (February 2018)
  • Volksbank & Volksbank im Ostmünsterland: Merger (January 2018)

Disposals of non-core/ financial assets

• Assets:
  • Raiffeisen: Disposal of Notenstein La Roche (May 2018)
  • BNP Paribas: Disposal of 31.1% of First Hawaiian Bank and its stake in Orient Commercial Bank (January – May 2018)
  • Santander: Disposal of 49% of WiZink Bank (March 2018)
  • Saxo Bank: Disposal of its Danish banking unit (February 2018)
• Financial:
  • Banca Transilvania: Disposal of €124m of NPLs (April 2018)
  • MONETA Money Bank: Disposal of €119m of NPLs (January 2018)

Market consolidation

• Unicaja Banco & EspañaDuero: Merger (May 2018)
• Frankfurter Volksbank & Volksbank Griesheim & Vereinigte Volksbank Maingau: Merger (April 2018)
• Nordjyske Bank & Ringkjøbing Landbobank: Merger (April 2018)
• Holmesdale Building Society & Skipton Building Society: Merger (February 2018)
• Unione di Banche Italiane & Banca Teatina: Merger (February 2018)
• SKOK Kozienice & SKOK Bogdanka: Merger (February 2018)
• Bankia & Banco Mare Nostrum: Merger (January 2018)

Strategic M&A — signs of cross-border deals staging a come-back

• Alfa Bank: Acquisition of majority stake in Home Credit Belarus (June 2018)
• Iccrea Banca: Acquisition of 35.65% of Banca Mediocredito del Friuli Venezia Giulia (April 2018)
• Bank BGZ BNP Paribas: Acquisition of Raiffeisen Bank Polska (April 2018)
• Bremer Kreditbank: Acquisition of 90% of Oldenburgische Landesbank and Wüstenrot Bank (February – March 2018)
• Banca Transilvania: Acquisitions of 39% of Banca Comerciala Victoriabank and Bancpost, ERB Retail Services and ERB Leasing (January – April 2018)
• Barclays: Cash management JV with India Post Office (March 2018)
• BNP Paribas: Acquisition of ABN Amro Bank (Luxembourg) (February 2018)
• Banca IFIS: Acquisition of Cap.Ital.Fin (February 2018)

Fintech investment

• Please refer to the 'Fintech' report in this series.

Expanding buyer universe

• Hedge funds:
  • ValueAct: US$1.2bn equity investment in Citigroup (April 2018)
  • Sherborne Investors: Acquisition of 5% of Barclays (March 2018)
  • Tiger Global: Acquisition of 2.5% of Barclays (January 2018)
• Private equity:
  • Nordic Capital and Sampo: Consortium acquisition of Nordax Bank (April 2018)
  • Värde Partners: Acquisition of 49% of WiZink Bank (March 2018)
  • Georgia Capital: Acquisition of 19.9% of Bank of Georgia (February 2018)
  • Cerberus and JC Flowers: Consortium acquisition of HSH Nordbank (February 2018)
  • Argo Capital: Acquisition of Bank Leumi Romania (January 2018)
• Foreign strategic:
  • Bank of Nova Scotia: Acquisition of BBVA Chile (June 2018)
  • IIBG Holdings: Acquisition of 90% of Banco Internacional de Cabo Verde (May 2018)
  • Emirates NBD: Acquisition of DenizBank (May 2018)
  • China CITIC Bank: Acquisition of 50.1% of Altyn Bank (April 2018)
  • SC Lowy: Acquisition of 90% of Credito Di Romagna (April 2018)
  • Bison Capital: Acquisition of Banco de Investimento (March 2018)
  • FirstRand: Acquisition of Aldermore (March 2018)

Increasing competition

• "Challenger" banks:
  • Nordax Bank: Acquisition of Svensk Hypotekspension (June 2018)
  • N26: Launch of its Metal card offering in the UK and the US (June 2018)
  • BRA Bank: Launch in Norway (May 2018)
  • Kraft Bank: Launch in Norway (January 2018)
  • Tandem Bank: Acquisition of Pariti and launch of savings account offering (March – April 2018)
  • NN Group: Proposed mid-2018 launch in Spain (March 2018)
  • Orange Bank: Proposed early-2019 launch in Spain (January 2018)
  • Denizen: Launch of payment fee-free global bank account offering (March 2018)
  • Starling Bank: Launch of new business account offering (March 2018)
  • Metro Bank: Scale-up through £500m buy-to-let mortgage portfolio acquisition (February 2018)
• Fintech:
  • Bitbond: Ability to effect cross-border loan transfers using Bitcoin (May 2018)
  • Castle Trust Direct: Applications for UK banking licence (April 2018)
  • City of London Group: Acquisition of 73% of Echo Financial Services (February 2018)
• Consumer majors:
  • Walmart: Expansion of money transfer operation to 200 countries (April 2018)
  • Ford Motor Co.: Application for German banking licence (February 2018)

Open banking — the new frontier

• Upcoming:
  • CYBG, Nudgg and Erste Group Bank: Proposed launches of new open banking offerings (April 2018)
  • ANZ: Acquisition of a strategic stake in Data Republic (February 2018)
• First mover advantage:
  • Citi: First corporate bank to use UK's new Open Banking regime (June 2018)
  • Danske Bank: Acquisition of Spiir (May 2018)
  • ING (Yolt), HSBC (Connected Money) and Intesa Sanpaolo (Oval Money): Steal a march on competitors (January – April 2018)
• First mover demise:
  • OnTrees: Shuts down its customer account aggregation app (March 2018)

Click here to download PDF of this chapter.

FULL MAGAZINE
Financial institutions M&A: Sector trends

^* White & Case LLP acted on this transaction.

This publication is provided for your convenience and does not constitute legal advice. This publication is protected by copyright.
© 2018 White & Case LLP

In 2017, the European economy expanded by 2.5 per cent, its strongest performance since before the global financial crisis. However, economic growth has done little to ease mounting stakeholder pressure on the bloc’s financial institutions. Persistently low interest rates, increasing regulatory burden, competition from fintechs, unavoidable IT cost hikes and elevated consumer expectations are only some of the factors which have led to declining revenues for many of the region’s largest and most well-established financial services businesses.

The call of the global financial elite in Davos for consolidation across Europe’s financial services industry was somewhat inevitable.

In this series of individual reports, each focusing on one main financial services subsector, being Banks, State-aided banks, Fintech, Asset/wealth management, Market infrastructure and UK consumer finance, we analyse the industry’s response to that call.

We highlight the key European M&A trends in the first half of 2018, and provide our insights into the outlook for M&A moving forward.

Global law firm White & Case LLP has advised the coordinating committee representing a bank group holding US$7.4 billion in secured debt, on the successful restructuring of Seadrill Limited, one of the world’s largest offshore oil drilling companies.

Seadrill, which grew rapidly over the past decade and benefits from one of the youngest fleets of vessels in the market, faced three key issues prior to the launch of its restructuring in early 2016:

• the knock-on effects of the downturn in the oil market
• a resulting decline in revenue forecasted in the short to medium term
• a 'wall' of debt maturities which ran from 2016 until 2020.

Throughout a two-year restructuring process, White & Case worked side-by-side with leading Norwegian law firm BAHR and Lazard as financial adviser, to represent a committee coordinating more than forty senior secured lenders. The result was a significant structural improvement for senior lenders, the negotiation of settlements that attracted more than US$1 billion of new capital, and the re-profiling of Seadrill's capital structure to meet the challenges of the ongoing downturn in the oil market, in the expectation of a recovery in the offshore drilling sector in the years ahead.

"This high profile restructuring mandate involved more than a quarter of the world's largest 100 banks and was the largest chapter 11 filing of 2017," said White & Case partner Scott Greissman, who led the Firm's team advising on the matter together with maritime finance partner David Joyce. "It was one of the most complex restructurings in history, the largest ever in the offshore drilling sector, and one which has the potential to set groundbreaking precedents in offshore restructurings on both sides of the Atlantic."

"Due to Seadrill's links to the US, and its restructuring through chapter 11, this transaction adds to the strong track record through which our transatlantic restructuring team has earned its excellent reputation for the successful, seamless management of complex global restructurings."

White & Case partner Christopher Frampton, who heads the Firm's Global Asset Finance Practice, said: "This mandate demonstrates our experience and capabilities advising the maritime and offshore industry. Our global, cross-practice approach enables us to support clients who are looking to enter the market, expand existing positions or to address the challenges associated with underperforming assets. Our clients depend on the service and advice we provide to protect their investments, maximize their returns and negotiate complex restructurings in a volatile and hard-to-read environment."

The transaction involved more than 50 White & Case lawyers from a number of practices and offices. The team was led by partners Scott Greissman, David Joyce, Phil Abelson, Rob Bennett (all New York) and Ian Wallace (London), with support from associates Andrew Zatz, Elizabeth Kirk, Viktor Braun, Celeste Jackson, Andrea Amulic (all New York), Will Stoner, Hayley Mitchinson and Beth Hough (all London).

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Global law firm White & Case LLP has advised the lenders on a new US$820 million unsecured finance facility provided to EuroChem Group AG, a leading global fertilizer company.

"White & Case has strong working relationships with both the lenders and the borrower, which allowed us to provide efficient advice in a tight timeframe," said Moscow-based local partner Ekaterina Logvinova. "The deal also underlines the strength and cross-border capabilities of our finance team."

The lenders comprised 13 major international banks, coordinated by UniCredit Bank and Raiffeisenbank. The three-year facility was arranged on a club basis and will be used to refinance part of EuroChem's debt.

The White & Case team which advised on the transaction was led by partner Natalia Nikitina (Moscow) and local partners Tomas Jine (Prague) and Ekaterina Logvinova (Moscow), with support from associate Maria Kulmukhametova (Moscow).

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Global law firm White & Case LLP has advised an investment consortium led by CVC Capital Partners, one of the world's leading private equity and investment advisory firms, and including PSP Investments and StepStone, on the acquisition from the Recordati family of the holding company that owns a 51.8 percent stake in the Italian pharmaceutical group Recordati.

The transaction is valued at approximately €3 billion (US$3.5 billion), representing a 100 percent equity value for Recordati of €5.86 billion, equivalent to €28.00 per share.

The members of the Recordati family will receive part of the consideration in the form of a deferred and subordinated long term debt security of €750 million. Andrea Recordati in his capacity as Chief Executive Officer will invest alongside the consortium.

Closing of the transaction is anticipated to take place in the last quarter of 2018 and is subject only to mandatory competition approvals. Following closing, in accordance with CONSOB rules, the consortium will make a mandatory tender offer to the remaining minority shareholders of Recordati.

Recordati is a global pharmaceutical group founded in Italy in 1926, and since 1984 it has been listed on the Milan Stock Exchange under the FTSE MIB index.

The White & Case team which advised the consortium on its acquisition was led by partners Michael Immordino (London and Milan), Ferigo Foscari, Leonardo Graffi (both Milan), Mike Weir and Steve Worthington (both London), associates Alessandro Seganfreddo, Alessandro Picchi, Andrea Pretti, Nicolò Miglio, Nicola L’Erario (all Milan), Elena Ruggiu and Victor Aberg (both London). White & Case has also advised CVC on the financing of the transaction with a team led by partners Michael Immordino (London and Milan), Iacopo Canino, Alessandro Nolet (both Milan), Martin Forbes and James Greene (both London), and associates Silvia Pasqualini (Milan) and Benjamin Morrison (London).

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Global law firm White & Case LLP has advised leading northern European private equity investment company FSN Capital V on the financing of its acquisition of IT companies Office IT-Partner, Zetup and Dicom.

FSN will be the majority owner of the new challenger group, which will have more than 500 employees serving customers from 33 offices across Sweden. The transaction closed on June 28, 2018.

Founded in 1999, FSN Capital is a leading northern European private equity investment company focused on the middle market segment. It invests in companies with substantial potential to become international leaders.

The White & Case team in Stockholm which advised on the transaction was led by partner Oscar Liljeson with support from associates Alexandra Berglin, Axel Fägerhall and Kajsa Sundklev.

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Global law firm White & Case LLP has advised Nordic Capital Fund IX (Nordic Capital) on the acquisition of Prospitalia GmbH (Prospitalia), a leading healthcare-spend management and technology-enabled clinical solutions company for acute, post-acute and other healthcare service providers and vendors, from Five Arrows Principal Investments.

The parties have agreed not to disclose financial details.

Nordic Capital is a leading healthcare investor. The Prospitalia acquisition is the third healthcare investment by Nordic Capital’s latest fund, Fund IX, and builds on its leading healthcare franchise in Europe. Since inception, Nordic Capital Funds has invested in more than 25 healthcare platforms in Europe and the USA.

Prospitalia, headquartered in Ulm, Germany, has almost 200 employees and serves more than 3,000 customers in Germany, the UK, the Netherlands and Australia, with an aggregated managed spend of €2.4 billion.

The White & Case team which advised on the transaction was led by partner Stefan Koch (Frankfurt) and included partner Hendrik Roehricht and associates Tomislav Vrabec, Hugo Schwarz Leite, Marco Stephan and Paul Kohlhaas (all Frankfurt), partners Bodo Bender, Thomas Flatten (both Frankfurt), Axel Schulz (Brussels) and Markus Mette (Hamburg), counsel Katrin Ruebsamen (Berlin), local partners Ingrid Wijnmalen (Frankfurt) and Lars Petersen (Hamburg) and associates Sebastian Brenner (Frankfurt), Sebastian Stuetze, Stefan Haiplik and Julia Cornelius (all Hamburg).

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Paul is a partner in White & Case's global Banking and Financial Institutions Advisory practices. He has more than 30 years of experience in the financial services industry, with prior leadership roles ranging from President to COO to General Counsel. Paul advises banks and financial services firms and their boards on regulatory and supervisory challenges, financial technology issues, and legislative, transactional, bank insolvency, litigation, and compliance matters.

Over the course of his career, Paul has served as a trusted advisor to policy makers, senior C-suite officers, and boards of numerous financial institutions, helping them solve problems and manage complex legal and operational issues during times of significant financial stress and regulatory change.

Paul is currently a member of the Board of Trustees at his alma mater, Clark University, and has previously served as an adjunct professor of law at Boston University School of Law. Paul is also a member of the Banking Law Committee of the American Bar Association.

Paul started his legal career as a municipal and structured finance transactional associate at several major law firms before going in-house for more than five years as senior counsel to a global broker-dealer, where he advised firm-wide and fixed-income sales and trading executives.

Global law firm White & Case LLP has advised a consortium of banks on the amendment and extension of a Senior Facilities Agreement relating to the refinancing of Sunrise Communications Group AG.

BNP Paribas Fortis S.A./N.V, Deutsche Bank AG, DNB Markets, as part of DNB Bank ASA, and UniCredit AG acted as mandated lead arrangers and bookrunners. BNP Paribas Fortis S.A./N.V and Deutsche Bank AG also acted as coordinators. As part of the amendment and extension process, the existing Senior Facilities Agreement, which is comprised of a CHF200 million revolving credit facility and a CHF910 million term loan facility, was amended and restated and the term loan facility was increased to CHF1.41 billion.

The proceeds of the increased term loan facility were used to redeem and discharge the outstanding CHF500 million 2.125% senior secured notes maturing in 2022, and for general corporate purposes.

The White & Case team in Frankfurt which advised on the transaction was led by partner Vanessa Schürmann and included local partner Florian Ziegler and associates Daniel Hobbs and Daniel Rogits.

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Global law firm White & Case LLP today announced the expansion of its global financial institutions advisory (FIA) group with the arrival of Paul Saltzman as a partner in its New York office. The Firm's FIA group is an integral and growing part of its Global Banking Practice.

"Paul is a widely recognized strategic thinker with years of experience in the financial services regulatory arena," said Eric Leicht, Head of White & Case's Global Banking Practice. "He delivers a unique skillset to our FIA group—in-house business and regulatory experience, deep relationships with a multitude of financial institutions and an intimate knowledge of the regulatory and legislative landscape in Washington, DC."

Saltzman comes to White & Case with more than 30 years of experience in the financial services industry, with prior leadership roles ranging from President to COO to General Counsel. In his role at the Firm, he will work with banks and financial services firms and their boards on regulatory and supervisory challenges, financial technology issues as well as legislative, transactional, bank insolvency and compliance matters. 

Prior to joining the Firm, Saltzman was Deutsche Bank's Americas Head of Global Transaction Banking and Payments. He initially joined Deutsche Bank in 2015 to oversee the Bank's capital planning and stress testing efforts (CCAR) and subsequently enhanced that role to lead the Bank's regulatory remediation efforts in the US. He previously served as President and General Counsel of The Clearing House Association, leading the influential financial services industry organization and payments company for more than five years in the post-financial crisis era.

Over the course of his career, Paul has served as a trusted advisor to policy makers, senior officers and boards of numerous financial institutions, helping them manage complex legal issues during times of significant financial stress and regulatory change.

"Banks and financial institutions continue to face and adapt to rapid regulatory and supervisory changes, adding another layer of complexity to their global operations,” said Kevin Petrasic, Head of White & Case’s global FIA group. "Paul adds to the core strength of our FIA group by providing a client-level perspective informed by extensive experience in advising US and non-US banks domestically and on a cross-border basis on transactional matters and in implementing and responding to new regulations and requirements. This perspective will be extremely valuable to our clients and help drive the growth of our practice."

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To help guide Taiwanese businesses and financial institutions, here are highlights of financing trends we are observing these days in the Asia-Pacific region.

Record new fundraising by private equity firms for use in Asia means PE's war chest is full.

Impact of geopolitical risks on dealmaking

The US administration's protectionist foreign policies continue to drive most of the current geopolitical risks that are beginning to have a serious impact on the type and level of Asia-sourced deals. Coupled with China's countering foreign and domestic policies—such as the "One Belt One Road" initiatives, domestic state-owned enterprise (SOE) reforms and capital and outbound investment controls—in the last 18 months, they are dramatically reducing the number of Chinese companies' completed outbound investments and M&A transactions in the US, while deal activities in Europe and within Asia have increased year-on-year. For China, state actors, such as SOE banks, and established private sector companies are both redirecting their financings and investments towards these initiatives. For offshore financiers, this has yielded more opportunities for offshore financings of Chinese companies in jurisdictions that are less affected by these geopolitical challenges.

China-related inbound capital-raising

In the past 18 months, Chinese onshore credit tightening has resulted in an active market for raising offshore debt. For large, Chinese, privately-owned enterprises and SOEs, many of these transactions are done by way of a keepwell deed or outbound State Administration of Foreign Exchange (SAFE)-registered guarantees. Anecdotally, the challenges we had seen in registering outbound guarantees with SAFE when the Chinese central government clamped down on outbound capital flows seem to have abated. 

The Hong Kong Stock Exchange's (HKSE) reform of dual-class share capital—allowing new technology and other innovative companies to have weighted voting rights—and providing a regime for pre-revenue biotechnology companies to raise equity capital on the HKSE have generated pre-IPO investment activity in those sectors, in the form of both equity and convertible debt. It is no coincidence that the sectors that have generated the most event-driven capital-raising activity include the internet, smart manufacturing, environment protection and bio, healthcare and pharmaceutical sectors. However, this observation is made with the caveat that the capital raised is not exclusively for onshore uses and, in fact, using such proceeds seems to be encouraged.

We are seeing a significantly high level of deals in North Asia being funded by alternative capital providers, such as private credit funds and asset management companies.

Private equity-sponsored deals

Record new fundraising by private equity firms for use in Asia means that private equity's war chest is full.

PE continues to be a staple of merger and acquisition activity in Asia. There is a lot of focus on Japan and Southeast Asia (in particular, India), while Australia continues to be active. Australia is the jurisdiction where we have seen the most aggressive debt capital-raising and leveraged buyout (LBO) structures; it is where the use of unitranche financing arrived in Asia. 

We expect to continue to see aggressive terms for LBOs, especially for top-tier PE funds.  In addition, many large PE houses are deploying their capital by way of both debt and equity, creating a more liquid mezzanine capital market for LBOs. There is no shortage of liquidity, as US and European investors look to Asia for yield. If a deal has some US or European angle, and/or there is a strong credit story, attracting capital from the US and/or Europe with increasingly flexible terms will soon be a mainstay in Asia. 

Large Chinese PE houses are also in the mix. Their access to the Chinese trade players often gives them a leg up in deals where there could be a China play and provides a competitive advantage.

Rise of alternative capital providers

We are seeing a significantly high level of deals in North Asia being funded by alternative capital providers, such as private credit funds and asset management companies. We attribute this to two main factors:

• China's deleveraging exercise and Chinese bank liquidity’s flight to safer credits
• Increasing special situation transactions starting from the second half of 2017

Following record levels of corporate debt fundraising in the past three years, a significant amount of corporate debt will become due for refinancing in the second half of 2018 in North Asia, particularly China. And we are already seeing signs of alternative capital providers aggressively pursuing anticipated distress deals with creative and tailored financial solutions where underlying assets and businesses remain sound.

We expect alternative capital providers will become an established mainstream source of funding for mid-market businesses in Asia.

FULL MAGAZINE Taiwan: Navigating regulatory and deal risks in a rapidly shifting landscape

This publication is provided for your convenience and does not constitute legal advice. This publication is protected by copyright.
© 2018 White & Case LLP

White & Case Mexico partner, Carlos Enrique Mainero Ruiz, has authored the Mexico chapter of Corporate Reorganisations 2018, published by Getting the Deal Through.

The first-edition publication provides an overview of corporate reorganizations in 14 jurisdictions. 

Click here to download PDF version.

Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Corporate Reorganisations 2018  (Published: June 2018). For further information please visit www.gettingthedealthrough.com.

This publication is provided for your convenience and does not constitute legal advice. This publication is protected by copyright.

Global law firm White & Case LLP has expanded its Global Banking Practice with the addition of Shane McDonald as a new partner in London.

"White & Case offers sophisticated sponsors and financial institutions a compelling proposition as counsel of choice for leveraged finance transactions," said White & Case partner Eric Leicht, who leads the Firm's Global Banking Practice. "Clients benefit from our unique blend of US, UK and European law capabilities across our established EMEA network, including our strength in 'US products' such as high yield and covenant-lite Term Loan Bs. Shane's arrival supports our ambition to continue building on our reputation as preeminent leveraged finance counsel."

McDonald joins the Firm's Global Banking Practice from global asset manager Hudson Advisors, which is affiliated with leading private equity firm Lone Star Funds, where he was Senior Vice President and instrumental in the financing of a large number of investments, including the acquisitions of non-performing loan portfolios and private equity portfolio companies. He has more than ten years of experience, was previously an associate at Ropes & Gray and Freshfields Bruckhaus Deringer, and is dual-qualified to practice in England and Wales and Victoria, Australia.

"Shane is an energetic and focused lawyer who will add breadth to our leveraged and acquisition finance team in London," said White & Case partner David Plch, Regional Section Head, EMEA Banking. "Our leveraged finance team is already engaged in some of the most interesting and complex transactions across all important product areas, and Shane adds to that in a meaningful way."

Oliver Brettle, London-based member of White & Case's global Executive Committee, said: "Our 2020 strategy includes a focus on profitable growth in London, and in the global financial institutions and private equity industries. Shane's arrival propels us forward in all three areas, and he joins a strong banking team in both London and globally. He is the seventh partner we have announced joining us laterally in London in 2018 to date, adding to the seven internal partner promotions effective 1 January 2018."

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Gabriel is an associate in our Bank Finance practice. He is building his practice with a focus on the representation of financial institutions, private equity sponsors and corporations in a wide range of financing transactions and general corporate matters.

Prior to joining White & Case, Gabriel was an associate at a global law firm where he represented institutional investors in domestic and cross-border private placements, workouts and aviation financing.

Global law firm White & Case LLP has advised, as lead and international counsel, RRJ Capital as lead investor on a significant equity-linked debt financing for HNA Aviation (Hong Kong) Air Catering Holding Co., Limited, the sole shareholder of gategroup Holding AG.

"This transaction illustrates how a carefully structured equity-linked financing can maximize value for all parties involved," said Beijing-based White & Case partner David Li, who led the Firm's deal team. "This transaction demonstrates our leading capabilities in China to efficiently execute complex and time-sensitive highly structured equity-linked debt financings."

Joanne Low, General Counsel at RRJ Capital, said "White & Case was instrumental in getting this important transaction done within a tight timetable."

The debt financing package comprised of, among others, a private placement of five-year senior secured guaranteed mandatory exchangeable bonds.

Headquartered in Hainan Province, China, HNA Group is a world-leading company focusing on, among others, civil aviation, tourism, logistics, technology and financial services.

Headquartered in Zurich, Switzerland, gategroup Holding AG is the global leader in airline catering, retail-on-board and hospitality products and services, with the most extensive catering network in the aviation industry, serving more than 700 million passengers annually from over 200 operating units in 60 countries/territories across all continents.

With total assets under management of close to US$11 billion, RRJ Capital is an Asian investment firm focusing on private equity investments in China and South East Asia. It pursues an investment strategy in companies predominantly in Asia, with a focus on growth capital and state-owned enterprises investments.

The White & Case team which advised on the transaction was led by partner David Li (Beijing) and included partner Eugene Man (Hong Kong), with support from associates Rosanna Passmore and Fiona Lee (both Beijing) and legal consultant Muting Xie (Beijing).

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For the second year in a row, legal news and analysis provider Law360 has ranked White & Case the number one global law firm in its annual Global 20 list of the 20 firms with the greatest global reach and expertise. White & Case has been ranked among the top five firms in the list for all eight years in which Law360 has selected its Global 20, and previously held the top spot in both 2017 and 2014.

According to Law360, the Global 20 are selected based on how much they have expanded outside their home countries and the breadth, volume and sophistication of their cross-border work.

"Historically one of the strongest and most successful global firms year over year, and currently an eight-time Global 20 member, White & Case once again proved to be a formidable force on the world’s legal stage," Law360 reported in its announcement of White & Case’s inclusion in the Global 20.

Law360 also praised the particular success of White & Case’s Mergers & Acquisitions practice, its success representing clients in multijurisdictional disputes, and the Firm’s exceptional ability to handle cross-border matters.

"The fact that White & Case has such a significant presence in so many jurisdictions allows it to take part in complex cross-border deals into and out of the U.S., Europe, China and the rest of the Asia-Pacific region, in addition to domestic transactions in those regions,"Law360 reported.

Global law firm White & Case LLP has advised Adelis Equity Partners Fund II AB on the acquisition of Didriksons from Herkules Capital.

Didriksons was founded in 1913 as a manufacturer of workwear for fishermen. Today, the company is a leading Scandinavian brand in functional and sustainable waterproof fashion, sportswear and children's clothing.

The White & Case team in Stockholm which advised on the transaction was led by partner Shoan Panahi and included partner Oscar Liljeson, with support from associates Sebastian Wallin, Jonas Johansson, Pontus Mattsson and Alexander Berlin-Jarhamn.

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Global law firm White & Case LLP has advised a bank syndicate on the €780 million refinancing of Cheplapharm Arzneimittel GmbH (Cheplapharm).

The transaction is comprised of a term loan B cov-light facility of €530 million with a seven-year term, and a revolving loan of €250 million with a six-year term.

Deutsche Bank AG, London Branch, HSBC Bank plc and UniCredit Bank AG acted as lead arrangers and bookrunners. Commerzbank Aktiengesellschaft, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main and Santander Consumer Bank AG acted as mandated lead arrangers. Deutsche Bank Luxembourg S.A. acted as security agent and facility agent.

Founded in 1998 and headquartered in Greifswald, Germany, Cheplapharm is a family-owned pharmaceutical company which sells branded products worldwide. It has a unique position in various active ingredient markets and various dosage forms and has more than 800 market approvals in over 100 countries worldwide.

The White & Case team in Frankfurt which advised on the transaction was led by partner Vanessa Schuermann and included local partners Florian Ziegler and Sébastien Seele and associates Daniel Rogits and Lisa Kirchner.

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Freddy Morton is an associate in the Firm's Banking group in London. Freddy has experience advising major financial institutions, direct lenders and corporate borrowers in relation to senior, PIK and unitranche financings for cross-border leveraged acquisition and other general lending transactions.

Freddy recently completed a six month client secondment to a leading alternative asset manager.

Global law firm White & Case LLP has advised Pitagora S.p.A. as originator, and Banca IMI S.p.A. as arranger, on a securitization by Pitagora of CQS receivables – assisted by the assignment of up to one fifth of the borrowers' salary or pension or by-payment delegation – for a total value of €525 million.

The transaction included the transfer of an initial portfolio of receivables and, during a 36-month ramp-up period and subject to certain conditions set out under the transaction documents, of further portfolios of receivables on a revolving basis to the securitization vehicle Geordie SPV, which in turn financed the purchase of the portfolio through the issuance of two classes of asset-backed, partly paid notes with different priority ranking.

The White & Case team in Milan which advised on the transaction included partners Gianluca Fanti and Iacopo Canino and associates Riccardo Verzeletti and Valerio Marotta.

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