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Walkers Wins Four Finance Dublin Deals of the Year Awards 2020

Walkers is delighted to announce that together with a number of clients, it has won four Finance Dublin Deals of the Year Awards and that it has been shortlisted for an addition four Deal Awards. The annual Awards acknowledge excellence under six broad categories within the financial services sector in Ireland and these categories include: M&A; Debt Capital Markets; Equity Capital Markets; Loans & Financing; Financial Services and; FS Aviation Finance. The 2020 Awards have recognised the most innovative and complex deals across the capital markets. We set out below details of some of our winning and shortlisted awards, in addition to commentary from each of the lead partners.

Winning Deals:

  1. Debt Capital Markets: Synthetic CMBS - Syntotta 1 - Synthetic Portuguese CMBS (€181 million)

"We were delighted to partner with Santander, one of the most prolific and innovative issuers in the market taking full advantage of the utility of synthetic products for risk mitigation, risk sharing and private debt mobilisation, on this innovative and complex SRT which was governed by Irish law - a growing trend that we have seen over the last 12 - 18 months for numerous reasons."

Andrew Traynor, Partner, Finance & Capital Markets.

The team involved included: Andrew Traynor, Ian McNamee and Charlotte Chestnutt from the Finance and Capital Markets Group; Jonathan Sheehan, Eimear Burbridge and Niamh Pender from the Tax Group and; Therese Redmond and Ken Foley from Listings.

 

  1. Debt Capital Markets: Synthetic RMBS – Syon Securities 2019 – Synthetic UK RMBS (€164 million)

"Synthetic securitisations of residential mortgages are unusual, particularly outside of the US, in light of the risk weights that are usually applied to performing mortgages. As such, Syon 2019 was a landmark and highly successful mortgage risk transfer deal with a number of novel features. It is likely to be an excellent blueprint for others looking to implement similar risk management initiatives relating to higher LTV mortgage lending as property values continue to be impacted in the current economic climate."

Andrew Traynor, Partner, Finance & Capital Markets.

The team involved included: Andrew Traynor, Ian McNamee and Charlotte Chestnutt from the Finance and Capital Markets Group and; Jonathan Sheehan and Eimear Burbridge from the Tax Group. Walkers Jersey office also acted as listing agent for the notes that were listed on the official list of The International Stock Exchange in the Channel Islands. Walkers Professional Services acted as a corporate services provider to the Issuer.

 

  1. Mergers & Acquisitions: Aviation Finance, and Financial Services -  InterGlobe’s Acquisition of Airborne Capital

"This transaction demonstrates both the expertise of Walkers' corporate team in financial services and aviation M&A and corporate restructurings and their growing presence on such deals within the market. The deal will help Airborne accelerate its plans to have aircraft assets under management in excess of $5bn within the first five years of operations and its transformative effect was recently seen when Airborne completed a US$637 million asset back securitisation in respect of 17 aircraft."

Brendan O'Brien, Partner and Head of Corporate

The team involved included: Brendan O'Brien, Eoin Ryan and Cal Kane from the Corporate Group and; Killian McSharry from the Asset Finance Group.

 

  1. Financial Services: Aviation Finance, Innovative Financing -  SMBC Aviation, GAEL Aviation Equity Fund (€540 million)

"This transaction was noteworthy for its involvement of our client lender with SMBC Aviation Capital's inaugural aviation equity fund, providing an entry point into the aircraft leasing market for Japanese institutional investors that had not previously invested in aviation. Walkers was delighted to advise our client on the Irish and Cayman aspects of this innovative 8 aircraft transaction, which demonstrated our ability to bring transactions of this complexity to financial close and the confidence the market places in our market leading multi-jurisdictional offering, providing us with a distinct competitive advantage over other Irish domestic firms. Owing to the sophistication and experience of SMBC as arranger, the fund was fully deployed within a relatively short space of time."

David McGovern, Partner and Head of Asset Finance.

The Asset Finance team involved included: David McGovern, Killian McSharry, Michael Caulfield and Keith Hyland from the Ireland office and Sarah Humpleby and Richard Williams from the Cayman office.



Some of our Shortlisted Deals:

  1. Mergers & Acquisitions: Zeno Capital Limited -  Tesco Distribution Centre (€160 million)

"Alongside Ashurst LLP, Walkers were delighted to act for KTB Investments & Securities together with KTB Asset Management on the €160 million off-market acquisition of Ireland's largest building by way of share sale. The acquisition of the company holding the Tesco distribution centre in Donabate, Co Dublin, represents the largest single-asset logistics transaction to have taken place in Ireland. This deal involved a multi-disciplinary and cross-jurisdictional Walkers' team advising on the Irish and British Virgin Islands aspects of this transaction and the complex cross-border financing and capital stack arrangements."  Read more about this deal here: https://www.walkersglobal.com/index.php/legal-services/tax/87-legal-services/1811-walkers-have-advised-the-purchaser-of-ireland-s-largest-logistics-building

Rachel Rodgers, Partner and Head of Real Estate

The team involved included: Brendan O'Brien and Eoin Ryan from the Corporate Group; Rachel Rodgers and Robert Upton from the Real Estate Group; Jonathan Sheehan, Aisling Burke and Niamh Pender from the Tax Group; Jennifer Fox from the Investment Funds Group; Andrew Traynor from the Finance and Capital Markets Group and; Mark Galazzi and Dina Anastas in the London office who advised on the BVI aspects of this transaction.

 

  1. Mergers and Acquisitions: Elysian Capital's Acquisition of Mergon  

"This transaction involved Elysian Capital's acquisition of a majority stake in Mergon Group, the provider of innovative plastic moulding solutions to the automotive, healthcare and industrial sectors. This investment allows Mergon to enter a new growth phase with the goal of growing its business by 50% in the next three years. Mergon plans to accelerate its international expansion, building on its offering in China in particular, and to diversify into new products. Walkers is pleased to have acted as Bermuda counsel to Elysian Capital on its investment and Walkers' Bermuda office was instructed by Addleshaw Goddard LLP, in relation to the acquisition, and by an Irish based law firm in relation to the bank financing." Read more about this deal here: https://www.walkersglobal.com/index.php/matters/1819-walkers-acts-as-bermuda-counsel-on-mergon-group-acquisition

Jonathan Betts, Partner, Finance & Corporate and Funds

The team involved included: Jonathan Betts, Rachel Nightingale, Nathalie West, and Korin Knights from the Bermuda based Finance and Corporate and Funds Group.

*Note: due to confidentiality reasons and client permissions, we are unable to publish details of two of our shortlisted deals.  

To read more about these winning and shortlisted deals, you can view the Finance Dublin 2020 online Deals Booklet and deal commentary here - https://www.financedublin.com/

 

Walkers Acts on Major Norwegian Cruise Line Transaction

Walkers is pleased to announce that it has acted as Bermudian counsel to NCL Corporation Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”), on its recent private placement of US$400 million in exchangeable senior notes due 2026 (the “Private Exchangeable Notes”) to an affiliate of L Catterton, the Connecticut-based capital markets company with over US$15 billion of committed capital.

The initial exchange rate per US$1,000 principal amount of Private Exchangeable Notes is approximately 82.6446 ordinary shares of NCLH, which is equivalent to an initial exchange price of $12.10 per ordinary share, subject to future adjustment in certain circumstances.

Instructed by onshore counsel Kirkland & Ellis, Walkers was led by partner Natalie Neto with assistance from senior associate Nathalie West.

Walkers Lawyers Named in Citywealth Top 10 and Top 100 Lists Ranking the Best Global Trust Disputes Litigators

Walkers litigators Lucy Diggle, Alison Ozanne and Shelley White have been named in the first of Citywealth's prestigious list of top global Trusts disputes lawyers, with Alison and Lucy also reaching the exclusive Top 10 Powerwomen Trust litigators as the only offshore practitioners included.

The Citywealth Top 100 Trust Litigator list includes lawyers from the UK, Jersey, Guernsey, Caribbean, Asia, the Isle of Man, Gibraltar, Switzerland and the US, and is the result of independent peer reviewed research by the Citywealth team.

Alison and Shelley are partners in Walkers' Guernsey and Cayman offices respectively, and Lucy is a senior counsel in the Cayman team.

Alison, an Advocate, leads the firm's Guernsey Insolvency and Dispute Resolution team which has recently expanded with the hires of a new partner and senior counsel; Shelley, a former barrister and specialist advocate, heads up Walkers' Cayman trusts litigation offering and is also qualified in the BVI; and Lucy, who is a member of the firm's Private Capital & Trusts team, advises on both contentious and non-contentious international private client matters and is qualified in Cayman and the BVI.

Walkers' global contentious and non-contentious private wealth teams advise on all aspects of international wealth structuring matters and disputes under Bermuda, BVI, Cayman, Guernsey, Irish and Jersey law from a network of offices that includes those six jurisdictions as well as Dubai, Hong Kong, London and Singapore.

Walkers (Hong Kong) Advises on Sands China's $1.5 Billion Bond Offering

Leading offshore law firm Walkers has advised Sands China Ltd. on the Cayman Islands law aspects of its issuance of US$800 million 3.8% Senior Notes due in 2026 and US$700 million 4.375% Senior Notes due 2030.

Sands China is approximately 70% owned by Las Vegas Sands, the world's leading developer and operator of MICE-based integrated resorts.

The deal was led by Hong Kong partner Kristen Kwok, who was supported by Sonya Saxena.

Other legal advisers on the transaction included Skadden, Arps, Slate, Meagher & Flom LLP, Slaughter and May, Davis Polk & Wardwell LLP, Cavaleiro de Ferreira and Ricardo Silva & Associados.

Walkers Acts on 3 Major Norwegian Cruise Line Transactions

Walkers is pleased to announce that it has acted as offshore counsel to Norwegian Cruise Line Holdings Ltd ("Norwegian") on three separate significant financing transactions, equating to $2 billion, which were completed during May.

Most recently, Walkers acted as joint Bermuda, BVI and Cayman Islands counsel to NCL Corporation Ltd ("NCLC"), a subsidiary of Norwegian, as it closed its private offering of $675 million aggregate principal amount of its 12.25% senior secured notes due 2024 (the “Secured Notes”) which closed on 14 May 2020.

As well as advising NCLC as issuer of the Secured Notes, the Walkers teams advised on the creation of security interests over, among other things, shares in certain subsidiary guarantors, two of NCLC's vessels, material intellectual property and two islands used in the operations of the cruise business.

Walkers was led by partners Adam Bathgate (Bermuda) and Matthew Cowman (BVI) with assistance from senior counsels Omonike Robinson-Pickering (BVI) and Sarah Humpleby (Cayman) along with associates Korin Knights (Bermuda), Brittney Smith (BVI) and Liam Woodward (Cayman).

Secondly, Walkers acted as Bermuda counsel to NCLC as it closed its private offering of $862.5 million aggregate principal amount of its 6.00% exchangeable senior notes due 2024 (the “Exchangeable Notes”) on 11 May 2020.

Also closing on 11 May 2020, Walkers acted as Bermuda counsel to Norwegian as on its underwritten public offering of 41,818,181 ordinary shares of the Company (the “Offering”) at a price to the public of $11.00 per share.

Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Credit Agricole Securities (USA) Inc. and UBS Securities LLC acted as joint book-running managers for the Offering.

The Walkers team for the issue of the Exchangeable Notes and the Offering was led by partners Jonathan Betts and Natalie Neto with assistance from senior associate Nathalie West.

Partner, and head of Walkers' Bermuda Finance & Corporate practice, Jonathan Betts commented: "We have a long history of advising Norwegian Cruise Lines and I am delighted that we were able to assist this marquee cruise operator on these important financing transactions – the teams across our three offices did a tremendous job. This combined $2 billion fundraising is earmarked for general corporate purposes and are important to the group in the current environment, which is challenging for all in the cruise line industry".

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