Our infrastructure financial Practice

Our infrastructure
finance practice
Freshfields Bruckhaus Deringer llp
Contents
Freshfields Bruckhaus Deringer llp
Overview of our infrastructure finance practice
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Our experience in infrastructure finance
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We work worldwide
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Our team
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Overview of our infrastructure
finance practice
Our infrastructure
finance practice
Our finance lawyers are leaders
in the infrastructure finance
markets. We are at the forefront of
developments in the sector acting
for bank arrangers, borrowers
and investors on a variety of
transactions involving regulated
and non‑regulated infrastructure
businesses throughout Europe.
Market leading lawyers specialising in
acting for lenders and borrowers on
infrastructure finance transactions
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We lead the market in:
•
•
•
structuring complex
acquisition financings either
through straight bank debt,
bridge financing or through
a combination of bank/bond
financing;
refinancing those acquisitions
using a variety of funding
structures and debt instruments
to enable borrowers to tap
different debt markets on
common terms;
structuring complex project
financings providing funding
for the development of
new infrastucture either
through bank debt or
through project bonds;
•
advising on special regulatory
regimes, allowing us to tailor
the financing and security
arrangements accordingly; and
•
advising on swaps and hedging,
rating agency requirements,
holdco bonds and the US
private placement and high
yield markets.
Furthermore, because we work
regularly for buyers and sellers
and for lenders and borrowers, our
lawyers see the deal from every
point of view which enables us to
provide commercial ‘on-market’
advice and get the deal done.
Auctions
Many acquisitions involve
competitive auction processes, so
parties must be well prepared in
order to succeed. Our extensive
experience helps us to suggest the
best approach and structure for the
deal, in order to give you the best
chance of success. We have worked
on deals which:
•
have used a traditional
acquisition financing
approach at the outset, such
as the proposed acquisition
of EdF’s UK electricity
distribution networks, whilst
maintaining the flexibility
to do partial bank/bond
refinancings post acquisition;
•
put in place an all bank debt
financing with a common
terms bank and bond funding
platform at the outset as we
did for a consortium on a
recent debt financing for an
acquisition; and
•
are financed from the outset
through a combination of
a public bond issue and
acquisition bank debt such
as the £1.75bn bank and
bond acquisition financing of
Eversholt Rail in connection
with the sale by HSBC of that
business to a consortium of
three infrastructure funds.
Our wide range of experience
includes acting for both buyers and
their lenders. We have recently
acted for the lenders to a consortium
bidding for Veolia’s UK water
business and the lenders providing
debt financing for the acquisition
of Vattenfall AB’s operations in
Finland. On the borrower side,
we have recently acted on the
acquisition financing for the
purchase of London Luton Airport
by Aena and Axa Private Equity.
This gives us a clear understanding
of the needs of the different groups
involved in a transaction to ensure
an efficient process.
Most innovative law firm in
finance law
FT Innovative Lawyer Awards 2012
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Refinancings
We are market leading advisors
on publicly rated bank and bond
financings and refinancings for
infrastructure and similar assets
and have been at the forefront
of recent developments in this
sector, acting for borrowers and
lead arrangers and other parties
on a variety of transactions
involving regulated and non
regulated businesses.
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We have a particularly strong
reputation advising on secured
debt platforms established by
infrastructure corporates to
refinance their debt and have
advised on most, if not all, of
the leading transactions in the
market. Given the current market
conditions, an ability to raise
funding with different tenors from
multiple sources is key and we
can advise on public bonds (Reg
S/144A), private placements (US or
other), whole business securitisation
structures and finance leases
and how they can sit together in
one structure.
Our infrastructure bond financing
experience places us well to guide
clients through the predicted
re‑emergence of project bonds
(post decline of the monolines)
which will provide additional funds
for infrastructure refinancings.
Recent examples of the deals which
the team has worked on include:
•
advising RBS and Deutsche
Bank on the £3bn bank
and bond refinancing
platform for the AA;
•
advising BAA on the
establishment of its debt
funding platform to refinance
acquisition debt and legacy
bond issues in 2008 and
advising on the various bank
and bond financings done
off the platform since then,
including 144A issuances;
•
advising ABP in relation to its
various fund raisings under
its £5bn bank/bond financing
platform established in 2011
to refinance acquisition debt,
including various US private
placements, an EIB loan and listed
bonds under the programme;
Freshfields Bruckhaus Deringer llp
•
advising North West
Electricity Networks on
the refinancing of the debt
incurred in connection with its
acquisition of Electricity North
West through a $1bn secured
structured debt programme;
•
advising Scotia Gas Networks
on the refinancing of its
acquisition of two of the UK gas
distribution networks through
a £5bn monoline guaranteed
bond programme; and
•
advising High Speed 1 on
the refinancing of the debt
incurred in connection with
its acquisition through the
establishment of a debt funding
platform involving the issuance
of US private placement notes, a
public bond issue and term and
working capital bank facilities.
In addition, we have worked on a
number of deals using alternative
structures including where there
are independent debt instruments
which are bound together by a
single intercreditor but which
include a high degree of flexibility
for future refinancing and
additional debt facilities which
permit the financing structure to
adapt with the changing profile of
the underlying business.
Examples of these recent
transactions include:
•
advising Techem, a German
Macquarie portfolio company,
on its €1.3bn bank and
bond refinancing; and
•
advising Euroports, on the
€450m refinancing of its
port facility financings
and associated corporate
restructuring.
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Sector expertise and
global coverage
Sectors we cover include:
•
aviation and airports;
Our infrastructure finance team
draws on the combined knowledge
of our global energy, transport and
infrastructure group.
•
rail, roads and social
infrastructure;
•
ports and shipping;
•
post and logistics;
•
public sector;
•
water and waste;
•
energy assets and power
infrastructure; and
•
communications infrastructure.
We cover the infrastructure
lifecycle – from inception, design
and construction, through a lifetime
of owners, operators and financiers,
until decomissioning, replacement
and/or renewal.
Our clients include infrastructure
and private equity funds, pension
funds, sovereign wealth funds,
operators, lenders, regulators
and governments.
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We draw specialists from
all practice areas to form
industry‑focused teams that deliver
an integrated service to clients
around the world. We can explain
issues that are likely to arise in
countries you aren’t familiar with in
order to guide you around problems
early on in the process.
Our lawyers provide a blend of
legal and commercial skills to
meet clients’ business needs on
the most high profile and complex
transactions.
We combine our complete
understanding of each asset, gained
from years of experience of helping
clients develop, finance and build
them, with our core strengths in
procurement and regulatory law,
to consistently deliver innovative
solutions and the highest quality
service to our clients in the
infrastructure space.
Our experience in
infrastructure finance
Scotia Gas
BAA
AA
Scotia Gas Networks on the refinancing
of its acquisition of two of the UK gas
distribution networks through a £5bn
monoline guaranteed bond programme.
advising BAA on the £13.3bn refinancing
of its UK airports and subsequent holdco
refinancing.
advising RBS and Deutsche Bank as lead
arrangers of the £3bn bank and bond
refinancing platform for the AA.
APB
CPP Investment Board
Veolia
advising ABP in relation to its various
fundraisings under its £5bn bank/bond
financing platform established in 2011
to refinance acquisition debt, including
various US private placements, an EIB
development loan and listed bonds under
the programme.
on its A$7.5bn takeover of Macquarie
Communications Infrastructure Group.
acting for the lenders to a bidder looking
to acquire a 90 per cent stake in Veolia
Environnement’s three UK regulated water
businesses (Veolia Water Central, East and
Southeast).
High Speed 1
OGE
Heathrow
advising HS1 in connection with the
£1.4bn refinancing of its existing acquisition
debt through a combination of a US private
placement issue, a public bond issue and
new banking facilities.
acting for two bidding consortia in relation
to the financing for the acquisition of Open
Grid Europe from E.ON.
advising Heathrow on its continued
programme of refinancing including
various issues under its bank/bond
funding platform and a refinancing of its
subordinated loan facility.
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HSBC Rail UK
Ontario Teachers’ Pension Plan
London Luton Airport
on the restructuring and refinancing of
its UK rail leasing business, Eversholt Rail,
leading to its £2.1bn sale to a consortium
of infrastructure funds – 3i Infrastructure,
Morgan Stanley Infrastructure and Star
Capital Partners.
on its acquisition of MAp’s interests in
Brussels and Copenhagen airports in return
for a sale by Ontario Teachers’ to MAp of its
interests in Sydney airport and a balancing
payment of approximately A$790m.
advising Aena and AXA Private Equity on
the financing for their £430m acquisition of
London Luton Airport.
The Osprey consortium
Cheung Kong Infrastructure
TanQuid
(comprising CPP Investment Board, Colonial
First State, IFM and 3i) on the acquisition
finance facilities for its £2.2bn takeover of
AWG (Anglian Water).
on the acquisition finance facilities for its
£2.4bn takeover of Northumbrian Water
and on its sale of Cambridge Water to HSBC.
acting for a syndicate of banks on the
refinancing of the TanQuid Group, a
Germany-based fuel storage business.
Electricity North West
CPPIB consortium
IFM and 50Hertz
North West Electricity Networks on the
refinancing of debt incurred in connection
with its acquisition of Electricity North West
through a €1bn secured structured debt
programme.
(comprising CPP Investment Board,
ADIA and Macquarie) on the acquisition
finance facilities for the proposed
acquisition from EdF of its UK electricity
distribution business.
advising Elia and IFM on the financing for
the acquisition of Vattenfall’s electricity
distribution network in Germany.
Freshfields Bruckhaus Deringer llp
From Best Brand
Northern Capital Gateway consortium
on the Pulkovo Airport PPP project in
Russia.
Goldman Sachs Infrastructure Partners and
Abertis Infraestructuras
HS1
on the $1.3bn long-term concession of the
PR-22 and PR-5 toll roads in Puerto Rico.
we have been involved with HS1 from
its inception in the early 1990s. Most
recently we have advised EIB and KfW
on the financing and refinancing of the
construction of HS1.
Department for Transport
Northern Capital Highway LLC
Morgan Stanley Infrastructure Partners
on the £4.5bn Intercity Express Project and
on the Thameslink Rolling Stock Project.
as preferred bidders on €2.9bn PPP project
to construct and operate the Western High
Speed Diameter toll road in St Petersburg.
on their successful bid for the 75-year
concession of the City of Chicago’s Metered
Parking System for $1.15bn.
NATIXIS
Alyah Satellite Communications Company
European Investment Bank
King Edward VII Memorial Hospital
the lenders to a subsidiary of Alyah Satellite
Communications Company (Yahsat), the
wholly-owned Mubadala subsidiary, in the
US$1.2bn non-recourse project financing by
Yahsat of two geostationary satellites.
on the development of the London Gateway
project.
Unicredit, SMBC, Natixis and HSBC on the
financing of the King Edward VII Memorial
Hospital on a PPP basis.
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We work worldwide
Our network is built on talent, not just
geographic reach. We have more than
2,500 lawyers across our offices in all the
main financial and regulatory centres,
but we work wherever our clients need us.
Around 30 per cent of our activity
involves countries where we
don’t have an office – more than
200 countries in each of the last
three years, including some of the
world’s most challenging legal
environments. Indeed we’ve helped
frame the legal and regulatory
environment in a number of these
jurisdictions, drawing on our global
experiences and our relationships
with leading local firms.
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We see international advice as
much more than a traditional ‘deal
counsel’ role of co-ordinating and
integrating local law advice, though
that remains an important skill.
Indeed, it gets harder every year
as legal systems around the world
become more sophisticated. For
instance, there are now more than
100 antitrust regimes, more than
3,000 international investment
treaties and increasingly fluid
regulatory and tax regimes. At
the same time, many laws and
regulations are designed to have
global reach – such as bribery and
corruption, sanctions and human
rights – but often are not consistent.
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Our team
Alex Mitchell
Ian Frost
Marcus Mackenzie
Simone Bono
Nick Bliss
Alan Rae Smith
Peter Hall
Neil Falconer
Chris Barratt
Denise Ryan
Alex Carver
Tim Pick
Partner, Banking
T +44 20 7716 4812
E alex.mitchell@
freshfields.com
Partner, Banking
T +44 20 7832 7104
E peter.hall@
freshfields.com
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Partner, Banking
T +44 20 7832 7490
E ian.frost@
freshfields.com
Partner, Banking
T +44 20 7832 7065
E neil.falconer@
freshfields.com
Freshfields Bruckhaus Deringer llp
Partner, Structured
Finance, Debt Capital
Markets
T +44 20 7832 7423
E marcus.mackenzie@
freshfields.com
Partner, Structured
Finance, Debt Capital
Markets
T +44 20 7832 7101
E chris.barratt@
freshfields.com
Partner, US
Securities Group
T +44 20 7832 7269
E simone.bono@
freshfields.com
Partner, US
Securities Group
T +44 20 7785 2767
E denise.ryan@
freshfields.com
Partner, Energy and
Infrastructure
T +44 20 7832 7170
E nicholas.bliss@
freshfields.com
Partner, Energy and
Infrastructure
T +44 20 7832 7045
E alex.carver@
freshfields.com
Partner, Energy and
Infrastructure
T +44 20 7832 7279
E alan.raesmith@
freshfields.com
Partner, Energy and
Infrastructure
T +44 20 7832 7115
E tim.pick@
freshfields.com
freshfields.com
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