Global Finance

The Global Finance Group at Orrick, Herrington & Sutcliffe LLP includes more than 75 lawyers with knowledge and experience in banking and commercial finance, energy, project and infrastructure finance, including public private partnerships (PPPs) and cross-border finance. We are a leader in the global finance sector and have a long history of providing clients with distinctive legal services in connection with many types of financial transactions.

Orrick has been recognized by numerous legal and industry publications in the project finance, energy and infrastructure sectors. Orrick recently won the International Financial Law Review (IFLR) Americas Award for "Project Finance Team of the Year" for 2007. In addition, Orrick has been recognized among the leading law firms by Chambers USA: America's Leading Lawyers for Business and Chambers Global: The World's Leading Lawyers for Business as well as The Legal 500, and a number of our lawyers have advised on projects lauded as "Deals of the Year" in various industry publications such as Project Finance, International Financial Law Review, Asset Finance International and Trade Finance. As a result, clients call on us to handle their most important transactions.

Our lawyers excel in executing many kinds of transactions, including complex structured financings, asset divestitures and acquisitions, traditional secured and unsecured bank loans, asset-based loans involving ships, aircraft, and other significant assets, mezzanine and high-yield offerings, vendor financings, financial restructurings, cross-border leveraged lease transactions, equipment leasing, wind power project development, new plant development and financing and energy regulatory proceedings.

We have been key advisors on financings and restructurings across many industry sectors. The following are a few notable recent transactions:

• Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), Banco Santander Central Hispano, S.A., BNP Paribas, Caja Madrid, DEPFA Bank plc, Dexia Credit Local New York Branch, and RBS Securities Corporation, as mandated lead arrangers and swap providers, for the approximately $4.9 billion financing of the acquisition of a 75-year concession for the Indiana Toll Road, representing the largest privatization to date of a U.S. toll road. This transaction was recognized as "North American Transport Deal of the Year" for 2006 by Project Finance. Banco Santander Central Hispano, S.A., Calyon Corporate and Investment Bank, BBVA and DEPFA Bank plc as mandated lead arrangers in the financing of the $1.8 billion purchase by a private consortium of a 99-year concession for the Chicago Skyway. This transaction was named "North American Transport Deal of the Year" for 2004 by Project Finance. In 2005, Orrick represented the mandated lead arrangers in additional bank loans structurally subordinate to the project bonds, and this deal was recognized by International Financial Law Review as project finance "Deal of the Year" for 2005 and by Project Finance as "North American Project Bond Deal of the Year" for 2005.
• Transurban Ltd., an Australian operator of toll roads, and its affiliates in the $608 million acquisition by Transurban (895) LLC of a 99-year concession for the operation and maintenance of the Pocahontas Parkway, a Virginia toll road initially constructed with tax-exempt bonds in 1998. This deal was awarded Americas "Project Finance Deal of the Year" for 2007 by IFLR.
• Babocock & Brown Limited in connection with the acquisition, consturction and financing of numerous wind projects, including Kumeyaay and Buena Vista (California); Bear Creek (Pennsylvania); Jersey Atlantic (New Jersey); GSG (Illinois); and Sweetwater 3 (Texas).
• Stalexport Autostrada Malopolska S.A. (SAM) as the concessionaire and borrower in its negotiations with a syndicate of lenders for the financing of the A4 Krakow to Katowice toll motorway in Poland. The syndicate comprised WestLB AG, DEPFA Bank plc, KfW and Bank BPH, and the lenders made available a project loan with commitments of up to PLN 380 million (approximately $116 million). In addition, the team advised SAM on its operation and maintenance agreement with Stalexport Transroute Autostrada (STA), the Operator of the toll motorway. STA is a joint venture company between SAM and Egis Projects SA.
• PG&E Corporation in connection with the issuance of billions of dollars of debt by Pacific Gas and Electric Company, including the issuance of long-term notes, term loan notes, a receivables purchase facility and a working capital credit facility. In addition, Orrick is currently advising Pacific Gas & Electric Company on several potential acquisitions.
• Deutsche Bank AG as the "stalking horse" bidder in the reorganization of Stelco Inc., Canada's largest steel company under the Canadian Companies' Creditors Arrangement Act (CCAA). Deutsche Bank's Cdn$900 million commitment was comprised of a Cdn$500 million secured asset-based credit facility, Cdn$300 million of second lien convertible notes and Cdn$100 million of second lien bridge notes. After seeking competing bids to Deutsche Bank's commitment in an auction process, Stelco decided to exercise its right under the terms of the commitment to terminate the Deutsche Bank transaction by paying a breakup fee of Cdn$11.5 million to Deutsche Bank. Deutsche Bank's success as the bidder is notable as the "stalking horse" concept is novel to the CCAA proceedings.
• Benetton Group S.p.A., as borrower, and certain of its subsidiaries, as guarantors and additional borrowers, in the negotiation and drafting of the documentation for a €500 million syndicated revolving credit facility established for the refinancing of existing indebtedness and other general corporate purposes.
• Dresdner Bank AG as program dealer and lead arranger on the establishment of Justine Capital S.r.l and its purchase of several portfolios of Italian healthcare receivables. The purchase of the portfolios was financed through the issuance of fungible floating rate notes in two tranches. Orrick also advised HSBC as security trustee, representative of the noteholders and principal paying agent.
• Corporación IMPSA S.A. and Industrias Metalúrgicas Pescarmona S.A. in the restructuring, acquisition and divestiture of the Caliraya-Botocan-Kalayaan Power Complex in Laguna, Philippines, which was selected by Asian Counsel as one of the 2005 "M&A Deals of the Year."
• Sonatrach, the Algerian State energy company, in the following transactions:
  • A series of joint ventures with Japanese companies involving the construction of LNG carriers to be employed by Sonatrach for the purpose of exporting LNG to markets worldwide. We advised our clients in relation to the joint venture documentation, the shipbuilding contracts, the long-term time charter parties and the financing documentation which, in two of the transactions, involved an export credit facility.
  • Its joint use with BP plc of the LNG regasification terminal at Isle of Grain, United Kingdom, and on the associated shipping arrangements.

Our clients' needs often involve complex, multidisciplinary financing strategies, so, when applicable, our Global Finance Group lawyers work closely with Orrick lawyers from other specialties to ensure that our clients' concerns are addressed with the most comprehensive experience we can bring to the table. We place high value on recognizing and understanding our clients' business objectives and applying the legal solutions that will most effectively achieve their goals.