European Finance

Lawyers in the European Finance Group at Orrick, Herrington & Sutcliffe cover a range of disciplines, from commercial and structured finance to asset and project finance, including, among others:

• traditional credit agreements
• public debt offerings
• acquisition financings
• complex cross-border lease financings
• project, infrastructure and trade financings
• secured and unsecured lending
• asset-backed financings
• letters of credit
• asset-backed commercial paper financings
• aircraft finance

Our structured finance lawyers represent issuers, arrangers, trustees and investors in structured finance and capital markets transactions, including privately placed debt and equity securities under European and U.S. law.  We also have extensive experience in the full range of swaps and derivatives instruments, particularly in cross-border structured financings.

Our energy and project finance lawyers serve the needs of clients in the energy, communications and other key infrastructure sectors.  We act as counsel to banks, sponsors, developers and other clients in these sectors, proving practical legal advice on English, European Union, French, German, Italian and Russian law.  In particular, Orrick’s wind energy and renewables practice is among the most experienced in the world.

Lawyers in our European offices represent European, North American, Asian and African companies, both public and private, in a variety of industries and sectors.  Our finance lawyers regularly draw upon the experience of other practice groups throughout the firm to provide assistance to clients on a range of matters, including antitrust, tax, intellectual property, employment, real estate and litigation issues.

Lawyers in our European Finance Group have handled a range of transactions, including the representation of:

Leasing Transactions

• Calyon as arranger and a syndicate of banks, which included BNP Paribas and La Caisse Nationale des Caisses d’Epargne et de Prévoyance, in a €840 million financing for the construction of two new cruise vessels.  The financing utilized an export credit facility as well as a French tax lease and was the largest French tax leasing transaction in 2005; and
• A syndicate of European banks in a €740 million French tax lease structure with export credit financing provided by the Korean Export Import Bank for the purchase of eight vessels by CMA-CGM.  This was the largest French tax lease in 2004.
• BNP Paribas in a number of transactions, including:
  • as lessor in a series of export-credit backed aircraft lease transactions valued at approximately $650 million and involving 12 Airbus aircraft, (nine of which have been delivered to China Southern Airlines with the remaining three going to China Eastern Airlines); and
  • as lender and (through a wholly owned subsidiary) owner/lessor/borrower in connection with the financing of two Boeing 747-400F aircraft for Singapore Airlines Cargo Pte Ltd for approximately $313 million.  This was the first Export-Import Bank of the United States ("Eximbank")-guaranteed transaction involving guaranteed debt of French special purpose borrower/lessor.  Because of the involvement of Eximbank, the French lender and borrower lessor and a Singapore lessee, the transactions needed to be carefully structured and documented to address U.S., French and Singapore legal, tax and accounting issues.

Bank Financings, including Acquisition Finance

• EADS N.V. in a connection with a €3 billion syndicated loan facility.
• Vivendi Universal S.A. (now known as Vivendi) in connection with a €2 billion revolving credit facility.
• SFR S.A. as borrower in a €450 million syndicated loan facility.  The syndicate included 14 banks with Natexis Banques Populaires as the agent and several banks as mandated lead arrangers.
• Benetton Group S.p.A. in connection with a €500 million syndicated revolving credit facility.
• Tarkett SA, a German-based manufacturer and distributor of flooring products, in connection with a €400 million revolving credit facility.
• Natexis Banques Populaires as mandated lead arranger in connection with a $180 million credit facility agreement for MDM Financial Group.
• HSBC as representative of the noteholders, trustee and collection bank on the principal finance acquisition by Dresdner of several portfolios of Italian healthcare receivables amounting to more than €90 million in aggregate.
• Merrill Lynch on its £50 million mezzanine financing of, and equity investment in, National Car Parks (NCP) as part of 3i’s sell-down of part of its debt and equity investment in NCP.
• Sanpaolo IMI S.p.A., an Italian-based full-service bank, in drafting and negotiating an acquisition finance facility for Buongiorno Vitaminic S.p.A., an Italian public company, for the acquisition of a French company.

Public Debt Offerings

• Sanpaolo IMI S.p.A. on a number of transactions, including:
  • a €20 billion euro medium-term note (EMTN) program; and
  • a €3 billion euro commercial paper program.
• Renault SA on several matters, including:
  • a €5 billion EMTN program arranged by Barclays (we advised on the first and second updates of this program in 2003 and 2005, respectively);
  • the first two issues of notes drawn on the 2004 program, including a €750 million offering of 4.625% notes due 2020 listed on both the Paris and Luxembourg stock exchanges and a ¥5 billion offering of 0.70% notes due 2006;
  • a ¥1 billion offering of 1.013% notes due 2008, which were listed on the Luxembourg Stock Exchange;
  • a €1.5 billion bond offering; and
  • a public offer for the purchase of Renault's titres participatifs.
• Vivendi Universal S.A. (now known as Vivendi) on a number of transactions, including:
  • a €500 million French commercial paper program;
  • a €630 million offering of fixed rate notes;
  • a €600 million offering of fixed rate notes;
  • a €700 million offering of floating rate notes;
  • a €605 million offering of exchangeable notes (Sogecable) (SGCIB acting as sole bookrunner and joint lead manager);
  • a €1.2 billion offering of high-yield senior notes denominated in dollars and euros; and
  • a €1.35 billion offering of high-yield senior notes denominated in dollars and euros.
• Veolia Environnement in several convertible note offerings with an aggregate value of approximately €5.4 billion.

Asset-Backed Financings

• Bear Stearns & Co., Inc. as initial purchaser and Fort Dearborn CDO I Ltd. as issuer of approximately $500 million of notes pursuant to Rule 144A and Regulation S.  This managed collateralized debt (CDO) is secured by a portfolio of long “pay as you go” credit default swaps and short credit default swaps.  The manager also has the ability to hedge both the long and the short credit default swaps.
• Dynamic Credit Partners LLC as collateral manager in a $1 billion high-grade CDO.  The transaction involved accumulating more than $1 billion of high-grade, asset-backed securities and CDO tranches (with substantially all of those securities having "AAA" ratings) and financing those assets through the issuance of a number of different tranches of debt and equity.
• IXIS Corporate & Investment Bank and ICCREA Banca S.p.A. as co-arrangers of a €450 million, multioriginator securitization transaction involving residential and commercial mortgage loan receivables originated by several Italian banks.
  

Project, Trade and Infrastructure Financings

• Sonatrach, the Algerian state energy company, in a number of matters, including:
  • a series of joint ventures with Japanese companies involving the construction of LNG carriers to be employed by Sonatrach for the purposes 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; and
  • its joint use with BP plc of the LNG regasification terminal at Isle of Grain, United Kingdom, and on the associated shipping arrangements.
• Finnish Export Credit Ltd (Finnvera) in:
  • an approximately $120 million export credit financing arranged by Chase Manhattan and Citibank for Nokia Telecommunications Oy Espoo (Finland) to finance a Thai wireless company;
  • an approximately $48 million export credit financing on behalf of Nokia Telecommunications (Thailand) Limited to finance Advanced Info-Service Public Company Limited, Thailand’s largest cellular services operator;
  • and a $40 million export credit financing of boilers to a company based in Brazil.
• EuroVento, a joint venture between Tomen Power (Europe) B.V. and Terra Nova Energy Corp. as sponsor in a nonrecourse, term-loan financing of two 201 MW wind projects located in Asturias and Galicia, Spain.  This transaction was recognized as the  “European Renewables Deal of the Year” for 2003 by Project Finance.
• 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 PLN380 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. 
• DEPFA Investment Bank Limited in its financing for the city of Almaty and subsequently East Kazakhstan for the purpose of fielding the development of certain infrastructure projects.
• Four Italian public health care companies in a €400 million project financing of four hospitals.
• The Export Credits Guarantee Department of the United Kingdom in connection with the export credit financing of the Bhadravati Power Project in India, including review and advice on preliminary risk analysis, comparison of PPAs to the Patalganga and Dabhol projects, and review of supply agreements and other project documents.