European Private Placements - Allen & Overy European Private Placement Market Traditionally, that...

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European Private Placements www.allenovery.com

Transcript of European Private Placements - Allen & Overy European Private Placement Market Traditionally, that...

European Private Placements

www.allenovery.com

The European Private Placement Market

Traditionally, that meant a private placement into the U.S. or perhaps a Schuldschein transaction in Germany where over the past two years, corporates in Europe have raised approximately EUR 20bn in the Schuldschein-Loan market. Recently however there has been the emergence of other private placement markets in Europe able to offer encouraging levels of liquidity. France is a good example with some 40 deals (in listed bond format) executed over the last two years, raising over EUR5bn.

There is a high level of interest in Europe to drive forward the creation of other national and a pan-European private placement market. This is evidenced by the ongoing dialogue between the issuer, investor and adviser/arranger communities across Europe, with industry bodies including the International Capital Markets Association, the Loan Markets Association, the Association for Financial Markets in Europe and the Association of Corporate Treasurers actively promoting the need for a functioning and accessible European Private Placement market.

Allen & Overy is actively engaged with these initiatives in France, the Netherlands and the UK, working with all participants – from arrangers and banks, investors such as insurers, pensions funds and other funds, institutional investors to borrowers – to help push forward the development of a model for a European Private Placement market. We are also actively engaged with the European Private Placement Association on key initiatives.

Market participants look to Allen & Overy for insight in this context given our experience and expertise across the full spectrum of debt products (bank, bond, infrastructure, structured, hybrid, regulatory capital) and our ability to draw upon the resources of our market leading bond and banking practices (which between them have over 900 lawyers in Europe). In 2013 alone, Allen & Overy acted on over 180 private placements in Europe.

Against the backdrop of the recent financial crisis, the associated reduction in bank lending and the increasing capital costs for banks to lend, a clear need has developed to facilitate access to alternative sources of capital for borrowers, particularly SMEs. For those entities not able, or willing, to enter the public debt capital markets, one alternative source of capital is the private placement market.

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European Private Placements2

Our expertiseClients seek out Allen & Overy for complex finance solutions to access liquidity in today’s marketplace. Developing innovative solutions for our clients is what we do best, with our lawyers often incorporating innovative industry-leading financing techniques. Our integrated team of banking and capital markets lawyers regularly acts for issuers and arrangers

on private placement transactions, and offers expert advice on structure and documentation to suit both issuers’ and investors’ requirements.

We are not able to disclose details of many of the transactions we advise on as they are not in the public domain, but selected illustrative highlights are noted below.

Key contacts

Ben FoxPartner Tel +31 20 674 [email protected]

Amsterdam

Tim ConduitPartnerTel +44 20 3088 2066 [email protected]

London

Julien SébastienAssociateTel +33 1 40 06 53 51 [email protected]

Paris

Philip Smith PartnerTel +44 20 3088 2765 [email protected]

London

Neil Weiand PartnerTel +49 69 2648 5710 [email protected]

Frankfurt

Hervé EkuePartnerTel +33 1 40 06 53 59 [email protected]

Paris

Citigroup on the issue by FHB Mortgage Bank of EUR102m Perpetual Capital Securities in a private placement for non-Hungarian investors.

Asklepios Kliniken GmbH in connection with a EUR300m Schuldschein loan. The clinic group successfully completed one of the largest German Schuldschein issues of 2013.

Eurosic as issuer of EUR125m bonds maturing in March 2019.

Altarea as issuer of EUR100m bonds maturing in December 2017.

Sanef as issuer of EUR300m bonds maturing in July 2019.

Deutsche Bank as lead manager of an issue of EUR90m bonds by Orpea maturing in December 2026.

BNP Paribas as lead manager of an issue of EUR150m 4.625 per cent. Subordinated Notes due 2024 by ACMN Vie.

Altarea in relation to the issue of four Euro Private Placements for an aggregate principal amount of EUR330m.

Société Générale as lead manager of an issue of EUR50m bonds by GL Events maturing in July 2019.

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