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26-May-2023
Walkers is a sponsor of Global ABS 2023
Walkers is delighted to once again be a sponsor of IMN/AFME's Global ABS, taking place from 13-15 June at the Barcelona International Convention Centre.
Partner and co-head of Finance and Capital Markets Noeleen Ruddy, partners Paddy Rath and Ian McNamee, managing director of Walkers Professional Services, Fiona de Lacy and senior vice president Morgan Sheehy, associates Charlotte Chestnutt and Clare Mannion and senior Listings executive Ken Foley will also be attending Global ABS. Please get in touch should you wish to meet before, during or after the event.
Now in its 27th year, the annual Global ABS conference is held over three days during which 3,500+ delegates and industry leaders meet to discuss market trends and host countless private investor and issuer meetings across the full range of structured products being launched in Europe and beyond.
The event program includes expert speakers who will discuss and debate key industry updates, market trends, European and global regulations with real in-the-field insights on emerging products, market headwinds and new opportunities. Delegates span the entire European and global capital markets & structured finance community including regulators, fixed income investors, financial institutions, issuers, underwriters, arrangers, rating agencies, analysts, trustees, servicers, professional advisors, analytics firms, technology platform providers and other service providers.
Some highlights include keynote addresses from Lord Jonathan Hill, Lead NED at HM Treasury and Chairman of the Ditchley Foundation, and Rolf Strauch, Chief Economist and Management Board Member -European Stability Mechanism (ESM) and the European Financial Stability Facility (EFSF).
With a global presence and staff of more than 1,200+ people, Walkers provides legal, tax and professional advisory services to the world's leading financial institutions and companies. Across our practice groups, jurisdictions and regions, we specialise in providing legal & tax advice and professional corporate services to the world's leading financial institutions, capital markets participants and managers. We work hard to understand the sectors and markets in which we operate so that we can go beyond simply resolving technical issues and actively add value for our clients by helping them to identify and seize opportunities. Across our 10 international offices we take in the big picture but always with a disciplined focus on our clients. We help make financial services work and are an acknowledged market leader with substantial experience in the provision of sophisticated and innovative legal, taxation and listing services across all types of ABS, securitisation, debt capital markets and other types of structured finance transactions.
26-May-2023
International women's groups come together for networking in Guernsey
Women in Guernsey working in the trusts and insolvency and restructuring sectors attended a networking event at La Valette Bathing Pools on Thursday – the joint International Women's Insolvency & Restructuring Confederation ("IWIRC") and International Ladies in Trusts Association ("ILITA") event was sponsored by law firm Walkers.
IWIRC is an organisation of women supporting women in the restructuring and insolvency industry, with more than 2,000 members worldwide. The Channel Islands Chapter of IWIRC was launched in November 2022 and it is the 53rd network globally.
ILITA was established in the Cayman Islands in 2014 and launched in the Channel Islands last year. ILITA connects and promotes women in the trusts profession at all stages of their careers. It offers events for social networking and professional development enabling those from the industry to forge and develop connections with others in the industry.
Advocate Helena Lavin, a senior counsel in Walker's Guernsey Insolvency & Dispute Resolution team who is Secretary of the Channel Islands chapter of IWIRC, said: "Bringing these two organisations together for a joint networking event was a great opportunity, given how much cross-over there is between trusts and insolvency and restructuring work in the Islands."
Kathryn Macken, associate in Walkers' Guernsey Private Capital & Trusts team added: "It was excellent to see familiar faces from the local financial services industry making connections with our guests from Jersey and London. We look forward to hosting similar events both separately and under a joint banner this year."
Anyone looking for more information or keen to join IWIRC should go to: https://www.iwirc.com/networks/channel-islands
Anyone looking for more information or to keen to join ILITA should contact: This email address is being protected from spambots. You need JavaScript enabled to view it.
IWIRC Channel Islands will host a breakfast event in Jersey next month. You can learn more and sign up here: https://www.eventbrite.co.uk/e/be-connected-iwirc-channel-islands-breakfast-in-jersey-tickets-623512622037
24-May-2023
Walkers advise NASDAQ-listed NeoGames on its definitive Business Combination Agreement
Walkers has advised NASDAQ-listed NeoGames (NASDAQ: NGMS) on its definitive Business Combination Agreement pursuant to which it will be acquired by Aristocrat Leisure Limited, a leading mobile and casino games content creator.
The transaction represents an enterprise value of approximately US$1.2 billion for NeoGames, a technology-driven provider of end-to-end iLottery and iGaming solutions.
Lawyers from Walkers' London office advised as Cayman Islands counsel, alongside lead counsel Latham & Watkins and Herzog Fox & Neeman.
Partner Neil McDonald led the Walkers team of senior counsel James Denham and Jennifer Maughan, senior associate Tom Esler, and associate Catherine Outerbridge.
Neil said: "We are delighted to have worked with Latham and Herzog on this significant matter, which demonstrates the versatility and efficiency of Cayman Islands structures for acquiring global tech businesses."
24-May-2023
Banking & Finance lawyer Robert White joins Walkers' Guernsey office
Experienced Banking lawyer Robert White has joined Walkers' growing Banking & Finance team in Guernsey.
Robert trained and practised with White & Case LLP in the City before working in Asia with Tilleke & Gibbins and Norton Rose Fulbright.
He has experience of a broad range of finance-related matters, including advising both financial institutions and corporate borrowers on a wide range of domestic and international financings, such as general bank lending, real estate finance, trade finance, sustainability-linked loans and borrowing base facilities.
He joins the Walkers' Guernsey Banking & Finance team, led by group partners Zoë Hallam and Kim Paiva.
The team focuses on fund finance, asset finance, real estate, leveraged finance and general secured lending matters, as well as Islamic finance instructions.
Kim Paiva said: "Robert is a very welcome arrival to our busy team, and his international experience aligns with the cross-border nature of our work."
Matt Sanders, the managing partner of Walkers' Guernsey office, added: "Our strategic growth in Guernsey continues, and we are very pleased to welcome Robert to the team."
11-May-2023
Walkers advises on successful appeal of fair valuation determination
Walkers successfully represented two dissenting shareholders, Maso Capital Investments Limited and Blackwell Partners LLC – Series A (the "Appellants"), in an appeal against a first instance judgment of the Grand Court of the Cayman Islands (the "Grand Court") in which the fair value of the Appellants' shares in Trina Solar Limited (the "Company") was determined pursuant to section 238 of the Companies Act (the "Judgment"). The determination followed the Appellants' dissent from a management 'take-private' transaction by which shareholders of the Company who were unaffiliated with the bidding consortium were offered US$11.60 per American Depositary Share ("ADS") as consideration for their ADSs.
At first instance, the Grand Court Judge determined that the fair value of the Appellants' shares in the Company was US$11.75 per ADS using a blended basis of valuation methodologies, with a weighted average of 30% for the adjusted market (or trading) price, 45% for the deal (or merger) price and 25% for the Discounted Cast Flow ("DCF") valuation.
On appeal, the Cayman Islands Court of Appeal (the "CICA") expressed considerable concern about the process undertaken by the Company to arrive at the offer made to shareholders by the bidding consortium. In this case, the lack of relevant witnesses (particularly as regards the special committee of the board of directors that was established to consider the offer made by the bidding consortium) or sufficient documentary evidence to explain and justify the deficiencies in the deal process was of particular concern to the CICA. In the circumstances of a management buyout, the CICA concluded that the absence of such evidence meant that the merger price could not be a reliable indicator of fair value. Accordingly, in addition to some amendments that needed to be made that will result in the DCF valuation being materially higher, the CICA concluded that the blended basis of valuation methodologies should be altered to give a weighted average of 30% for the adjusted market price and 70% for the DCF valuation (meaning that the merger price was given a zero weighting). Indeed the CICA commented that "in the present cast the Company escaped very lightly".
The final calculation of the fair value of the Appellants' shares in the Company has been remitted to the Grand Court Judge for determination in accordance with the Judgment. In light of the amendments required by the CICA, it is anticipated that the adjusted fair value of the Appellants' shares in the Company will be substantially higher.
The CICA's decision shines a light on the importance of companies ensuring that a robust and effective deal process has been implemented in management buyout scenarios, and how the merger price should be treated in future appraisal cases where the deal process is defective.
The Walkers team is led by Partner Rupert Bell, with Associate Patrick McConvey. Simon Salzedo KC was instructed by the Appellants at both first instance and the appeal.
02-May-2023
Walkers' Ireland act as lead counsel on pioneering joint venture to build $300 million aviation and helicopter portfolio
Walkers' Ireland have advised LCI, a leading aviation company, on a pioneering joint venture with a US pension fund, with plans to build an aviation and helicopter portfolio valued in excess of US$300 million.
The joint venture is the world’s first direct-to-pension fund investment partnership in the rotary market. Its inaugural transaction is the acquisition of a portfolio of seven modern helicopters, manufactured by Airbus, Leonardo, and Sikorsky valued at over US$70 million.
The Walkers team was led by Brendan O'Brien, working closely with Eoin Ryan (Of Counsel - Corporate) and Matt Hedigan (Partner – Asset Finance). They were supported by Cal Kane, Róisín O'Connor, Diana Pacheco and Michael O'Malley.
The pension fund and LCI are co-investors in the vehicle, with LCI also acting as manager.
The aircraft will predominantly operate in utility roles in Europe, the Americas and Africa. The partnership will focus on identifying and acquiring real asset opportunities, initially in the helicopter market, utilising a disciplined and strategic approach to portfolio management.
