International Capital Markets
The International Capital Markets (ICM) practice comprises one of the world’s leading and most respected groups of lawyers. With some 440 lawyers, including over 80 partners, based in 39 offices across 27 countries, we have one of the largest teams of Capital Markets lawyers anywhere in the world. With such a deep team and global reach, international and industry-leading ‘first-of-a-kind’ transactions are our hallmark.
Our ICM practice covers the full range of capital markets products and incorporates specialists in debt capital markets, derivatives and structured finance, corporate trustee and securitisation. For each of these product areas, the group is consistently ranked in the top tier across all the major legal directories worldwide.
Integrated into our ICM practice is a group of US Corporate Finance lawyers who specialise in US securities law advice, enabling us to advise on US law aspects of transactions anywhere in the world. In addition, a number of our lawyers play leading roles in Allen & Overy’s cross-practice Islamic Finance group.
The past few years have been the most challenging in the history of the international capital markets and have required fresh thinking as the markets adjust to continually changing economic, political and regulatory conditions. For example, our ICM lawyers had a significant role in the 'Private Sector Involvment' transactions at the heart of Greece's second bail out. Our capital markets lawyers regularly work alongside our regulatory, litigation and restructuring specialists – particularly important in light of recent market conditions – to develop innovative solutions for our clients, often incorporating complex financing techniques that lead the industry. Our clients include most of the major international financial institutions, the trustees of securities issues, issuers (corporate and government) and selling shareholders.
Trainees play an important role within the ICM department and will typically be involved in drafting and helping to negotiate legal documents, liaising with clients, foreign lawyers and various stock exchanges, managing transactions and handling signings and closings. Being part of a market-leading practice brings the opportunity to work on major high-profile deals, widely regarded as benchmarks in the industry.
Recent ICM highlights include:
National Australia Bank Limited (NAB), Westpac Banking Corporation (Westpac), Commonwealth Bank of Australia (CBA) and Australia and New Zealand Banking Group Limited (ANZ) – advised on the establishment of covered bond programmes by all four major Australian banks and on each of their debut covered bond issuances. These were the first covered bond programmes established in Australia following the recently enacted amendements to the Australian Banking Act which permitted the issuance of covered bonds by Australian domestic banks for the first time.
Blackstone and Center Parcs - advised on their groudbreaking GBP1bn WBS and high yield bond transaction which closed in February 2012. The transaction also included a bank funded facility for the development of a new site and a working capital facility for the Centre Parcs group. This landmark WBS and high yield tansaction was the first transaction of its type to incorporate a high yield component into the WBS capital structure.
Citigroup and RBS - advised as co-arrangers of the debut Rule 144A bond issuance by BAA Funding Limited, the funding vehicle for BAA, which owns Heathrow and Stansted airports. This transaction was a key step for BAA in diversifying its investor base. It is the first Rule 144A bond issuance by a UK regulated business and facilitated the disclosure and due diligence standards of a Rule 144A issucance while also maintaining the integrity of the existing disclousre and approach of BAA's programme for non-US issuance.
Credit Suisse Group - advised Qatar Holding LLC on its purchase of USD1.7bn and CHF2.5bn Tier One Buffer Capital Notes (BCNs) from Credit Suisse Group. This issue was highly innovatice, as it involved one of the very early issues of the Coco product which needed to be compliant with the new bank capital regime which was yet to be fully settled.
Virgin Money - advised Virgin Money Holdings (UK) Limited on its issue of GBP150m tier one perpetual capital notes to Her Majesty's Tresury in connection with the purchase by Virgin Money of Northern Rock PLC. The transaction marked a significant transition for the UK, enabling the Government to return Northern Rock to the private sector and pave the way for increased competition in a banking sector which has seen much consolidation in recent years.
National Grid - advised the joint lead managers on the issue by National Grid of GBP260m RPI-linkied bonds. This was the first ever corporate bond for private investors that links its income and capital repayment to the retail prices index (RPI).
Akbank T.A.S - advised the joint lead managers on an issue of USD 1bn notes. This was the first U.S. bond issue in Turkey and the largest ever non-soverign Turkish bond issue. The deal was structured so as to allow the issuer to exploit a prospective change to withholding tax laws. The direct issuance was viewed by Akbank as an innovative step in opening the international capital markets for Turkish financial insitutions.
In the derivatives and structured finance area, our recent work includes advising clients looking to buy and sell large portfolios of derivatives assets and how to integrate newly acquired swap business units. We have also worked on significant transactions which have helped to repair the balance sheets of major financial institutions. In addition, over the past year we have advised the majority of the major financial institutions on how to prepare for a break-up of the eurozone, including contingency planning.
We are lead counsel to ISDA and chair and act as counsel to the ISDA Financial Law Reform Committee, which coordinates ISDA's international, European and national financial law reform efforts.
Our team is the largest legal adviser in both the institutional and retail structured products sectors and we advise many of the leading players in the retail structured products market including Bank of America Merrill Lynch, BNP Paribas, Citi, Commerzbank, Credit Suisse, Deutsche Bank, HSBC, Macquarie, Morgan Stanley, Natixis, Santander and Société Générale on numerous domestic and pan-European structured issues.
You can find more information about the International Capital Markets practice area on the main Allen & Overy website.