IFLR Europe Awards 2021: winners announced

IFLR is delighted to be able to congratulate all the winners of the IFLR Europe Awards 2021. The winners’ presentation can be accessed below, followed by the full list of all winners and reviews of the winning deals.

Allen & Overy picked up this year’s biggest accolade and was named International Law Firm of the Year. The firm scooped 11 award wins across the board, including Loans Team of the Year and Restructuring Team of the Year. These reflected its work on the winning Loan Deal of the Year, the reference-free-rate financing facility for UK retailer Tesco, and Restructuring Deal of the Year, for Virgin Atlantic.

 

 

 

 

Allen & Overy also won Equity deal of the year for the JDE Peet’s IPO and picked up two more deal of the year awards in the structured finance and securitisation, and private equity categories.

The other big winners were Clifford Chance, which walked away with an unassailable 13 trophies, including Equity Team of the Year, Financial Services Regulatory Firm of the Year, Equity Deal of the Year, High-Yield Deal of the Year and Structured Finance and Securitisation Deal of the Year, and White & Case, the recipient of the prestigious US Law Firm of the Year award.

Linklaters, Kirkland & Ellis, Cadwalader, Latham & Watkins, Freshfields, Shearman & Sterling, Mayer Brown, Cleary Gottlieb and Weil Gotshal were among the other firms that picked up significant wins.

The IFLR awards opened new categories in 2021 to recognise innovative work that responded directly to the challenges of Covid-19 and to highlight legal innovation by corporate in-house lawyers. Novartis was a big winner here, taking home the inaugural Corporate In-house Team of the Year award.

The Lifetime Achievement Award went to former Clifford Chance London managing partner David Bickerton and Nicholas Pfaff of the International Capital Markets Association (ICMA) received the Outstanding Contribution to Regulatory Reform award for his leadership in sustainability-linked products.

The full list of winners is below:

Allen & Overy

White & Case

Novartis offered its €1.85 billion sustainability-linked bond in September 2020. The deal represents the first-ever offering of a sustainability-linked bond in the healthcare sector, the first-ever offering of a sustainability-linked bond incorporating social targets, and the first-ever offering by a European issuer aligned with the International Capital Markets Association (ICMA) Sustainability-Linked Bond Principles (SLBP). Aside from these landmarks, the structuring behind the bond was highly innovative and a result of almost a full year’s work. The primary achievement was to be able to adapt a very new instrument in the global capital markets to the dynamics of a healthcare business and to Novartis’s sustainability targets, with metrics linked to expanding patient access to its medicines and tackling key global health challenges. The deal was rigorously structured and sets a gold standard for sustainability-linked bonds with a dual certification from Sustainalytics and the Access to Medicines Foundation.

Bär & Karrer - Issuer and guarantor

Linklaters - Managers

Loyens & Loeff - Issuer and guarantor

Mayer Brown - Novartis and Novartis Finance

The JDE Peet’s IPO launched in June 2020 on the Euronext Amsterdam. The listing was a trailblazer that set the blueprint for deal execution during Covid-19. It tested processes for remote engagement between issuers, sponsors, investors and advisers and used innovative due diligence and documentation architecture to enable virtual pre-marketing and marketing processes. The result was the first-ever IPO over €1 billion to be executed virtually and the fastest-ever bookbuild for an IPO of its size. Remarkably, given the challenging environment in 2020, the deal represented EMEA’s largest consumer IPO since 2000, at a value of $2.71 billion. Additionally, the structure included flexibility to reconcile fluctuating levels of share sales between different shareholders and accommodate cornerstone investors and a greenshoe. It also reconciled a business with an active recent history of brand acquisition across multiple markets, with JDE Peet’s itself only being formed in January 2020 through the merger of Jacobs Douwe Egberts and Peet’s.

Allen & Overy - JDE Peet’s and JAB (largest selling shareholder)

Clifford Chance - Mondelez (minority selling shareholder)

Linklaters - Underwriters

Synlab is a seasoned high-yield issuer which also appeals to lenders in the term loan B market. In this transaction, Synlab reconciled both products in a first-of-its-kind transaction which included an exchange offer that allowed noteholders, including CLO holders, to tender their bonds and in return become lenders in a new term loan B tranche, all in a cashless exchange. The deal represents the first-ever non-distressed note-to-loan exchange offer and it raised multiple unprecedented legal questions. The key legal achievements in the deal were accommodating the structure for the specific requirements and regulatory demands placed on CLO noteholders and reconciling the two diverging processes of the high-yield and TLB products. Adding to the challenges were the expansive cross-border issues, involving 40 guarantors across 10 jurisdictions, and the lightning speed timetable imposed by Covid-19, which saw the transaction completed in just three weeks.

Clifford Chance - Synlab (issuer) and Cinven

CMS von Erlach Partners - Issuer

CMS Reich-Rohrwig Hainz - Issuer

Latham & Watkins - Initial purchasers

Setterwalls - Issuer

Shearman & Sterling - Initial Purchasers

White & Case - Trustee and security agent

Tesco‘s $3.4 billion multicurrency reference-free-rate (RFR) facility brought together two of the most significant market trends: the move away from LIBOR and the incorporation of ESG metrics into financings. The transaction was a precedent-setting deal on those two counts. The facility represents the first syndicated facility agreement to reference both the Sterling Overnight Index Average (SONIA) and the Secured Overnight Financing Rate (SOFR) with effect on and from the signing date. This is a crucial development from the only two prior RFR syndicated facility agreements, for Royal Dutch Shell and British American Tobacco, which each referenced LIBOR on the signing date and contained a mechanism to switch to the RFRs during the life of the agreement. The facility was also the world’s first-of-its-kind to offer a choice of interest periods. The second highlight was that the loan contained a sustainability-linked margin ratchet that adjusts according to the company’s performance against ESG performance indicators.

Allen & Overy - BNP Paribas and NatWest

Freshfields Bruckhaus Deringer - Tesco

AbbVie’s $83 billion acquisition of Allergan was the biggest M&A deal in Irish history and it was closed despite deal certainty and novel execution considerations. The deal was announced in June 2019. In autumn 2019 the Irish government implemented regulatory changes that impacted stamp duty payments on schemes of arrangement for takeovers and in early 2020 Covid-19 upended markets. The fact that AbbVie was listed in the US added further restrictions and constraints on scheduling, while the FTC antitrust approval process in the US had to be reconciled with the Irish court process for the scheme. The deal was closed in May 2020, at the height of pandemic uncertainty. To minimise execution risk, the deal used an innovative ‘sliding scale’ mechanism in the cash and stock consideration composition, which meant that AbbVie stock issued would decrease, and the cash element would increase, in circumstances where AbbVie would otherwise end up issuing greater than 19.99% of its current issued share capital as consideration (and therefore be subject to a shareholder vote).

Arnold & Porter Kaye Scholer - AbbVie

Arthur Cox - Allergan

Kirkland & Ellis - AbbVie

McCann FitzGerald - AbbVie

Slaughter and May - Allergan

Wachtell Lipton Rosen & Katz

Weil Gotshal & Manges - Allergan

This is the $20.68 billion acquisition of ThyssenKrupp Elevator by a consortium led by Advent International, Cinven and RAG Stiftung, which closed in July 2020. The deal sits on its own scale, representing the largest-ever private equity (PE) buyout in Germany, the largest in Europe in over a decade, and the European PE buyout with the largest total leverage recorded. These extremes were further tested by the pandemic environment, which created uncertainty over the target’s business prospects. The acquisition brought together a unique combination of investors: PE firms, sovereign wealth funds, and RAG Stiftung, a foundation responsible for financing environmental obligations arising from RAG’s coal mining activities. The seller retained a stake in the business post-closing and had originally carved out the elevator business to prepare for an IPO, resulting in a uniquely complex SPA to neutralize reorganisation exposure. The seller took a novel approach in accepting final and signed SPAs from the two top bidders. The acquisition required a vast effort at each stage, and included ground-breaking work on the financing side, with an entirely bespoke term loan B and a multi-layered high-yield piece with senior secured and unsecured note and a PIK structure.

Allen & Overy - RAG Stiftung

Cleary Gottlieb Steen & Hamilton - Sovereign wealth fund

Freshfields Bruckhaus & Deringer - ThyssenKrupp

Kirkland & Ellis - Consortium

Linklaters - Thyssenkrupp

The $1.6 billion financing of car battery project Northvolt comprised a first-of-a-kind financing for a new industry and new technology with bespoke project documentation, security and other structuring considerations and aspects. The project is sponsored by Goldman Sachs and Volkswagen and has European car manufacturers such as BMW, Audi and Scania as offtakers to the project battery cells. The European Investment Bank, Euler Hermes, KfW, Kexim, Nexi, BPI France, a group of 12 commercial banks and other lending institutions led by Danish pension funds Danica and PFA grouped together to grant a $1.6billion financing package. The project was built on EPC contracts specific to the industry. The financing had to accommodate the project's unique risk profile and use a highly bespoke set of intercreditor arrangements - by virtue of the combination of financing institutions - to hold together senior lenders and senior and second lien facilities.

Cederquist - Senior lenders, arrangers and agents

Latham & Watkins - Senior lenders, arrangers and agents

Mannheimer Swartling - Northvolt

Milbank - Second lien lenders

Wistrand - Second lien lenders

 

Virgin Atlantic’s solvent recapitalisation, completed in September 2020, made a litany of legally breakthroughs. It was the first case to use the new UK restructuring plan procedure under Part 26A of the Companies Act 2006, and therefore the first test of the new procedure and one which set precedents for a slew of subsequent cases, including those of Pizza Express, Malaysian Airlines and DeepOcean. The case was also the first plan to be recognised as a foreign proceeding in the US. Notably, Virgin launched its plan just 18 days after the procedure entered the statute books in the UK. A key element in the plan was to determine which non-financial creditors would be included or excluded and the result was the first-ever plan that dealt with aircraft lessors in a class. In a critical year for many industries, with the airline industry at the fore, the case set a standard for the new rescue-based plan procedure and informed approaches across the continent. The plan also prepared to use the new ability to bind a dissenting class in a 'cross-class cram-down', although finally every stakeholder class approved the plan, including the disparate trade creditor class.

Allen & Overy - Company (Virgin Atlantic Airways Group, Virgin Group and Delta Air Lines)

Ashurst - New money lenders

Clifford Chance - Certain aircraft lessors

CMS - Credit card acquirers

Freshfields Bruckhaus Deringer - RCF lenders (syndicate of banks)

Harneys - Virgin Group

Herbert Smith Freehills - Virgin Atlantic and Virgin Group

Kirkland & Ellis - Civil Aviation Authority

Norton Rose Fulbright - Delta Airlines

Sidley Austin - Credit card acquirers

Watson Farley & Williams - Bondholders

The MUFG ESG CLO - North Westerly VI - was the first collateralised loan obligation (CLO) to consider ESG factors across all its investments and represents the first-ever fully ESG-compliant European CLO. The deal is structured so that each asset’s ESG profile is diligenced before its acquisition and is then diligenced continuously throughout its life, so that there is continuous monitoring and re-assessment of the portfolio to grade obligors and industries based on the level of ESG risk. These are features never previously built into a public CLO. Each asset’s ESG status is scored by the collateral manager, with ongoing monitoring, with a view toward maintaining a weighted-average, portfolio-wide ESG score. The deal had to reimagine the CLO product and develop asset and portfolio-level criteria alongside a bespoke reporting mechanism, and revise definitions of what an ESG loan is, what should the KPIs be and what the manager’s policies are. At the same time, EU legislation on ESG was coming into play with its taxonomy regulation.

Allen & Overy - Trustee and agents

Baker McKenzie - Issuer

Cadwalader Wickersham & Taft - MUFG Securities EMEA

Clifford Chance - NIBC (collateral manager and retention holder)

Nordic Investment Bank (NIB) began working on its response bond in April 2020, just as Europe was going into strict and uncertain lockdown. The deal was a first mover and had no precedents to lean on, added to which it had to be structured quickly. In the end it was offered in the same month. The key innovations drew from the lack of any precedent, requiring the development from scratch of a robust strategy, approach and legal structure backed by a rigorous reporting mechanism. The deal adopted the same legal approach and some of the same technology as for social and other use of proceeds bonds, however, for speed of execution it created a new framework and reporting mechanism internally, without external review. This framework had to meet the standards of all parties involved. Also for speed, the bond levered off NIB’s existing programme funding platform.

Clifford Chance - Danske Bank and the joint lead managers

David Bickerton is a former managing partner of Clifford Chance London and head of the firm’s public sector practice in the UK. David specialises in capital markets and infrastructure and recently advised the UK government on its first green gilt. He played an instrumental role in defining the frameworks, approaches and instruments for the financing of infrastructure projects across a range of sectors in the UK and Europe. In one highlight, David designed and developed the European Investment Bank’s Project Bond Credit Enhancement product. This award reflects a remarkable 30 year plus career in Clifford Chance, having joined the firm in 1987.

Nicholas Pfaff is the managing director, head of sustainable finance and secretary of the Green Bond Principles (GBP) and the Social Bond Principles (SBP) at ICMA. Nicholas is a senior banker with a career’s worth of international experience in investment banking and capital markets, as well as in development banking. He previously worked at Goldman Sachs, BNP Paribas and the European Bank for Reconstruction and Development. This award recognises his impact on and contribution to the development of legal and market frameworks particularly surrounding sustainability-linked products. In June 2020, after a multi-year effort, the ICMA published the Sustainability-Linked Bond Principles, which have served as the reference for a series of landmark deals.

Anne-Marie Poliquin - General counsel, Pernod Ricard

Quitterie de Pelleport - General counsel, Groupe Renault

Thomas Gross - General counsel, Swissport

Alexander Collins - Cadwalader Wickersham & Taft

Robert Davidson - Latham & Watkins

Siân Perez - Allen & Overy

David Borer - Homburger

Diana Ribeiro Duarte - Morais Leitão

Robert Peldán - Borenius

White & Case

Clifford Chance

Latham & Watkins

Allen & Overy

Linklaters

Kirkland & Ellis

Latham & Watkins

Allen & Overy

Cadwalader Wickersham & Taft

Clifford Chance

Novartis

BNP Paribas

Goldman Sachs

Winner: Dorda

Banking & finance firm of the year: Wolf Theiss

Corporate firm of the year: Cerha Hempel

Sorainen

Eubelius

Djingov Gouginski Kyutchukov & Velichkov

White & Case

Kromann Reumert

Borenius

Winner: Davis Polk & Wardwell

Capital markets firm of the year: White & Case

Banking & finance firm of the year: Clifford Chance

Corporate firm of the year: Bredin Prat

Winner: Hengeler Mueller

Debt and equity-linked firm of the year: White & Case

Corporate firm of the year: Hengeler Mueller

High-yield firm of the year: Latham & Watkins

Private equity firm of the year: Kirkland & Ellis

Winner: Bernitsas Law

Banking & finance firm of the year: Karatzas & Partners

Corporate firm of the year: Bernitsas Law

Hegymegi-Barakonyi Baker McKenzie

Winner: Arthur Cox

Banking & finance firm of the year: McCann Fitzgerald

Debt & equity-linked firm of the year: A&L Goodbody

Corporate firm of the year: Arthur Cox

Winner: Herzog Fox & Neeman

Banking & finance firm of the year: Erdinast Ben Nathan Toledano & Co

Corporate firm of the year: Herzog Fox & Neeman

Winner: Chiomenti

Corporate firm of the year: Gianni & Origoni

Debt and equity-linked firm of the year: Chiomenti

Equity firm of the year: White & Case

Winner: Clifford Chance

Banking & finance firm of the year: Clifford Chance

Capital markets firm of the year: GSK Stockmann

Winner: De Brauw Blackstone Westbroek

Banking & finance firm of the year: Clifford Chance

Debt & equity-linked firm of the year: NautaDutilh

Equity firm of the year: Allen & Overy

Corporate firm of the year: De Brauw Blackstone Westbroek

Winner: Wiersholm

Banking & finance firm of the year: Wiersholm

Capital markets firm of the year: Thommessen

Corporate firm of the year: BAHR

Greenberg Traurig Grzesiak

Morais Leitão

Ţuca Zbârcea & Asociaţii

Winner: Cleary Gottlieb Steen & Hamilton

Capital markets firm of the year: Cleary Gottlieb Steen & Hamilton

Corporate firm of the year: White & Case

Winner: Uría Menéndez

Banking & finance firm of the year: Allen & Overy

Corporate firm of the year: Uría Menéndez

Private equity firm of the year: Clifford Chance

Restructuring firm of the year: Gómez-Acebo & Pombo

Mannheimer Swartling

Winner: Homburger

Banking & finance firm of the year: Niederer Kraft Frey

Capital markets firm of the year: Lenz & Staehelin

Corporate firm of the year: Homburger

Winner: Paksoy

Banking & finance firm of the year: Esin Attorney Partnership, a member of Baker McKenzie International

Capital markets firm of the year: Paksoy

Corporate firm of the year: GKC Partners

Avellum