Banking, finance
and restructuring
Focus on Europe
Innovative strategies for market makers
To thrive in today’s markets, clients need a global law firm
with the reach and expertise to help them achieve their
objectives wherever they do business.
Dechert’s European banking, finance and restructuring team
offers extensive experience in all of the world’s main markets
together with the commercial insight and global resources to
handle cross-border transactions as easily as domestic ones.
In an increasingly challenging regulatory environment where
knowledge of U.S. and European laws is critical, we are one
of the few firms with deep expertise in both.
Working with our colleagues across practices throughout
the United States, Asia and the Middle East, we provide
comprehensive service on all aspects of a transaction.
In addition, our lawyers are widely recognised by the industry
as among the best in their fields, and many play significant
roles within industry organisations and make important
contributions to industry practices.
Our services
Structured finance and securitisation
Dechert has been a central player in numerous high-visibility securities transactions in Europe and around the world. Our work spans multi-jurisdictional mortgage and asset-backed securitisations and collateralised debt and loan obligations in public and private transactions.
We have established a leading market position representing issuers, placement agents, collateral managers and equity investors in collateralised loan obligation and collateralised debt obligation transactions. Our team is comprised of experienced lawyers in securitisation, financial services, investment advisory, real estate capital markets, private equity, hedge fund, banking, tax and ERISA. Through our deep expertise, we have achieved a leading market position in the CLO market, in both balance sheet CLOs and broadly syndicated arbitrage CLOs in Europe and the United States.
As part of our securitisation practice, we represent lenders, issuers, underwriters, agents, servicers, special servicers, rating agencies and ABCP conduits in transactions backed by a variety of assets, including:
– Commercial and residential mortgage loans. – Non-performing mortgage loans.
– Credit cards, auto loans and leases. – Trade receivables.
– Life and structured settlements.
Real estate finance
One of our core global practices involves the purchase, sale and securitisation of all types of commercial real estate debt products, including:
– Whole mortgage loans.
– Senior, subordinate and pari passu notes. – Senior, subordinate and pari passu participations. – Mezzanine loans (including senior/subordinate
mezzanine notes and participations). – Intercreditor agreements.
– Preferred equity.
– Programmatic co-lending arrangements. – Syndicated loans.
Our services
Leveraged finance
Dechert advises lenders, investors, sponsors and corporates (both buyers and sellers) in all aspects of European leveraged finance. We have established a reputation among the active market participants for being able to manage and deliver complex cross-border deals.
We are experienced in all types of financing structures, from senior debt, mezzanine and second lien to high yield, as well as the related intercreditor issues. We are also close to private equity sponsors and regularly participate in British Private Equity and Venture Capital Association (BVCA) conferences. Our team has extensive knowledge of the rules on takeovers and mergers in Europe and works closely with our colleagues in the United States and Asia on transactions involving those jurisdictions. Our experience extends beyond simple acquisitions of private companies to include public bid finance and public to private (P2P) lending.
In addition to the acquisition aspects of leveraged finance transactions, we also act on the ultimate exits, whether a simple sale, an IPO, a listing or some other form of debt take-out, such as bonds or securitisation.
We understand how to structure cross-border security packages to meet the needs of lenders for adequate credit support in unfamiliar legal jurisdictions, from thin capitalisation, corporate benefit and financial assistance to parallel debt, “Treuhand” and similar arrangements.
We handle the purchase and sale of commercial real estate debt products, the origination of the commercial real estate loans prior to purchase/sale and the full life cycle of commercial real estate loans after origination. We also routinely deal with stressed and distressed commercial real estate loans and structures. Our lawyers are experienced in all aspects of the disposal of commercial real estate loans, including CMBS, and the related rating agency criteria. In addition to loan splitting and loan portfolio sales and purchases, Dechert is a leading firm for loan origination, rating agency representation, servicing, tax and derivatives. Few firms maintain top practices in these areas relating to commercial real estate finance.
Restructuring and workouts
We represent lenders, investors, agents, borrowers, servicers and special servicers in out-of-court loan workouts and recapitalisations of overleveraged borrowers. We focus on resolving stressed and distressed structured finance vehicles and products, including CMBS, commercial mortgage loans, structured notes, CDOs, CPDOs, RMBS and other products. Our lawyers help formulate creative strategies and provide innovative solutions to address the complex issues that arise when borrowers or structured financial vehicles do not perform as expected. We apply strategies such as:
– Pre-arranged and prepackaged plans of reorganisation. – Schemes of arrangement.
– Debt conversions. – Strategic mergers. – Venture capital financing. – Refinancing.
– Exchange offers.
We also advise on the acquisition and trading of distressed financial products, providing detailed analyses and critiques of related agreements and documents in order to help them to optimise their position. We work with colleagues around the world with experience in areas that often prove pivotal in distressed situations, such as finance, litigation and dispute resolution, regulation, real estate, pensions, tax and derivatives.
Structured products/investments
Dechert regularly advises investment and commercial banks, hedge funds and other institutional investors in connection with the structuring and development of complex structured products and investment vehicles, including:
– Structured credit products and notes. – Regulatory capital transactions.
– The establishment of credit-linked note issuance programmes and facilities.
We regularly assist clients with the establishment of
European investment vehicles and advise on the complex tax and regulatory issues arising throughout Europe and other jurisdictions. We also assist in the development of financial services products for established investment houses.
General lending
In addition to our experience across all areas of financing, we also handle our clients’ general lending requirements. Our team acts on large, syndicated or club financings for global financial institutions, as well as on smaller, bilateral facilities, overdrafts and intercompany lending, whether secured or guaranteed. This extends to:
– Loan sales.
– Asset-backed structures. – Inventory and trade finance.
– Priority/subordination/intercreditor arrangements. – Hire purchase/lease finance.
– Hedges. – Swaps.
Integrated throughout Europe
The lawyers in our European offices
in Brussels, Dublin, Frankfurt, London,
Luxembourg, Moscow, Munich, Paris
and Tbilisi work closely together to
handle all aspects of finance, structured
finance and securitisation, real estate
finance and restructuring, asset sales
and investment and derivatives.
We maintain close ties with some of the
largest firms in European jurisdictions
where we do not ourselves have an office.
With an established reputation for managing
large, multi-jurisdictional transactions, we
are a clear choice for transactions requiring
sophisticated, top-flight experience.
7
Significant European banking, finance
and restructuring representations
Commercial real estate loan origination
A multinational banking and financial services holding company on the provision of a “hunting-licence” facility to a
private real estate fund, supporting the fund with committed facilities to allow it to make strategic acquisitions of major office, industrial and retail assets throughout England and Scotland.
A U.S. insurance company on the origination of over
£500 million of commercial mortgage loans secured over UK real estate.
A syndicate of European banks on the origination of a circa
£650 million loan secured over prime London office real estate.
Commercial real estate acquisition financing
Wells Fargo on the £1 billion financing of the acquisition of
a portfolio of distressed commercial mortgage loans by Lone Star from Eurohypo.
Liberty Living on the finance aspects of the £1.1 billion
acquisition of the Liberty Living Group by the Canadian Pension Plan Investment Board (CPPIB). The acquisition was the first investment in an alternative real estate sector for CPPIB as well as the largest real estate deal CPPIB has done in Europe.
A private equity fund on the acquisition and financing of a
portfolio of mainly Irish assets, with a deal size in excess of £1.5 billion.
Loan acquisitions, sales and related transactions
Wells Fargo on its agreement to purchase commercial real
estate loans valued at US$9 billion in the United States, United Kingdom and Canada from GE Capital Real Estate as part of an overall transaction valued at approximately US$23 billion. Wells Fargo purchased performing first mortgage loans, while private equity firm Blackstone acquired U.S. and European equity assets as well as first mortgage loans in Mexico, Australia and the United States.
A private equity fund on the acquisition of a portfolio of loans
secured against a portfolio of 11 four-star hotels in the UK.
A private equity fund on the £1.1 billion acquisition of a portfolio
Significant European banking, finance
and restructuring representations
Mortgage-lending business M&A
Wells Fargo on the purchase, together with Lone Star,
of Eurohypo’s €4 billion UK commercial real estate mortgage loan portfolio, related hedging and agency roles and CMBS servicing business.
A major European commercial bank in connection with the sale
of commercial mortgage loans and the US$1.1 billion purchase of the bank’s shares from national government by U.S. and Canadian investors.
A financial services company on the sale of its UK, German
and Dutch mortgage origination and servicing platforms and all mortgage assets to Fortress, including the sale of shares in UK, German and Dutch regulated mortgage platforms, together with all business assets (including premises), and separately the entire loan book to SPE vehicles as well as the negotiation of a complex warranty and indemnity regime interlinking the M&A and asset sale sides of the transaction.
Loan workouts and restructurings
A private equity fund on the restructuring of a €2.3 billion loan
secured over a German real estate portfolio, as well as ongoing servicing advice, as facility agent and security agent.
A Middle Eastern fund on the £1 billion restructuring of the Citi
Tower in Canary Wharf.
The trustee on the restructuring and liquidation of a £700
million Lifemark SA securitisation, which was the first insolvency of its kind in the Luxembourg markets.
CMBS and CMBS servicing
A securitisation company on the issuance of approximately
€486 million commercial mortgage-backed floating rate notes and approximately €649 million commercial mortgage-backed floating rate notes.
A major rating agency on the £800 million initial issuance
under a £5 billion note issuance programme forming part of a secured group structure transaction backed by a portfolio of UK shopping centres.
A servicer on the enforcement of security over Saint Katherine’s
Dock in London.
Securitisation and structured finance
A leading global alternative investment manager on its first
European CLO, an issuance of notes worth more than €334 million, as collateral manager. The portfolio securing the notes consisted largely of senior secured loans.
An independent asset management group on its debut
2.0 CLO. Net proceeds from the notes issued are being used to purchase a circa €300 million portfolio of European leveraged loans. The deal represents one of the first CLOs compliant with both European risk retention rules (using the originator route) and the U.S. Volcker rule.
A leading merchant banking group on the securitisation
of £500 million of auto-loan receivables, and separately in connection to the securitisation of £300 million of insurance premium loan receivables.
Real estate acquisition, investment and development A private equity fund on the partial acquisition of Vodafone
Campus in Düsseldorf-Heerdt as well as on the related financing.
Southpoint Limited Partnership on the £223 million sale
of the 300,000 square-foot iconic London office building Palestra to Deka Immobilien by the joint venture between Blackfriars Investments and Royal London Asset Management.
Wells Fargo on the acquisition of Hypothekenbank Frankfurt’s
office space at 90 Long Acre, London, to form its new UK commercial real estate headquarters as part of its acquisition of a £4 billion portfolio of UK commercial real estate loans.
A market leader in the U.S.
Dechert’s banking, finance and restructuring
practice in the United States is a market
leader in volume of issuance in CLOs and
securitisation transactions. The group is led
by some of the most consistently top-ranked
insolvency and restructuring lawyers in the U.S.
and has significant experience in high-yield,
leveraged and similar financings.
Advises issuers, underwriters, trustees and asset originators in a
variety of domestic and cross-border securitisation and structured
finance work. Key areas of strength for the team are CMBS, RMBS
and ABS transactions. “We’re very satisfied with their knowledge,
speed of response and customer relations.”
Chambers UK, 2015
Dechert LLP has “expertise in high-value and complex transactions”
and represents the full spectrum of issuers and underwriters, asset
originators, purchasers, rating agencies and trustees.
The Legal 500 (UK), 2014
“They are very proactive, turn things around quickly and efficiently,
and don’t need to be hunted and chased. Common sense and timely
advice. They have been absolutely attentive to our needs.”
Chambers UK, 2014
Dechert is noted for its “sound, diligent advice and partner
involvement”…“a first-class team: prudent, efficient and ‘real-world.’”
The Legal 500 (UK), 2013
The team ‘receives enthusiastic endorsement from market
sources’ for being ‘very proactive and commercially on the ball’
and for housing lawyers who are ‘skilled across the full spectrum
of the securitisation market.’”
Chambers UK, 2013
“Dechert’s structured finance group has ‘intricate knowledge of various
legal structures, the ability to think outside the box, and knowledge of
the regulatory requirements surrounding structured transactions.’”
The Legal 500 (U.S.), 2013
“It has carved out a reputation as a team that can offer innovative,
bespoke advice on complex mandates…an impressive client list.”
Chambers UK, 2012
Dechert is a global specialist law firm.
Focused on sectors with the greatest complexities, legal
intricacies and highest regulatory demands, we excel at
delivering practical commercial judgment and deep legal
expertise for high-stakes matters.
In an increasingly challenging environment, clients look
to us to serve them in ways that are faster, sharper and
leaner without compromising excellence.
We are relentless in serving our clients – delivering the best
of the firm to them with entrepreneurial energy and seamless
collaboration in a way that is distinctively Dechert.
Serving our clients
wherever they do business
Europe
The Americas
The Middle East
Africa
03.14
