Overview

Advising the world’s financial services industry on complex matters is Mayer Brown’s signature strength. We serve more than half of the world’s largest banks and are recognized as a global market leader in structured finance.

With banking and finance lawyers across the Americas, Asia, Europe and the Middle East, our strength is based on our global platform and our balanced and integrated practice, which encompasses all the focused skill sets that our clients demand— from cross-border acquisition finance and international capital markets work to real estate, project finance, structured finance and derivatives, as well as high-stakes litigation.

Chambers & Partners identifies Mayer Brown as a “banking ‘powerhouse’ for its sheer manpower and global coverage.”

As financial institutions become one-stop shops and transactions increasingly combine a broader range of products, including securitization and derivatives, the number of law firms that can meet all these requirements under one roof is declining. Mayer Brown is one of the few that has both the breadth of offering and the international platform to service these needs—particularly when markets are volatile and deal structures can change overnight.

Our extensive experience in areas of banking and finance includes:

Other legal services offered to the banking industry include:

For details of upcoming teleconferences on topical issues for the banking industry (and to listen to sound recordings of our prior teleconferences), see our Global Financial Markets web page.

Global Financial Markets
Banking Practice Group of the Year 2020

Experience

Learn more about our extensive experience in areas of banking and finance:

Asset-based Lending
Asset Finance
Capital Markets
Derivatives and Structured Products
Energy Finance
Financial Sponsors
Fund Finance
Insurance Finance
Latin American Lending
Leveraged Finance, Acquisition Finance and Corporate Lending
Private Credit
Project Finance
Receivables and Supply Chain
Structured Finance
Workouts and Restructurings

 

Asset-based Lending

  • Global Integrated Metals Company/US$1 billion. We represented a global integrated metals company in relation to a US$1 billion inventory-based ABL revolving syndicated credit facility led by a leading global bank.
  • International Bank/€150 million financing for Bibby Group. We represented an international bank in the €150 million financing of certain European operating subsidiaries of the Bibby group of factors domiciled in Ireland, Germany, the Netherlands, Poland, the Czech Republic and Slovakia. The financing structure constitutes primarily of a back-to-back receivables purchase structure in relation to acquired trade receivables but also includes a revolving loan facility in relation to loan receivables advanced by Bibby.
  • Swift Worldwide Resources and Air Energi/US$305 million credit facilities. We represented Swift Worldwide Resources and Air Energi, as borrowers, and Wellspring Capital Management, as sponsor, in the refinancing of US$305 million worth of working capital facilities comprising a syndicated UK receivable finance facility, a US revolving receivables facility, a syndicated US term loan facility, a Korean receivables facility and local working capital facilities in Australia, Canada, Indonesia, Malaysia, Papua New Guinea and Singapore. Financing was provided by PNC
  • U.S. Financial Institution/US$250 million credit facility. We represented a leading US financial institution, as administrative agent, in a $250 million syndicated revolving credit facility for a leading US retailer and various of its subsidiaries in the UK, France, Germany, Hong Kong and Switzerland.
  • U.S. Financial Institution/US$135 ABL facility. We represented a leading US financial Institution in a $135 million syndicated asset based lending facility provided to certain members of a US vertically integrated technology-based textile company in the US, Canada and France.
  • Financial Services UK Ltd. and HSBC Invoice Finance (UK) Ltd., PNC Bank N.A. (US ABL), GSO Blackstone and Tosca Debt Capital (US term), HSBC Bank PLC (Korean ABL) and local HSBC bank entities (local working capital facilities). The refinancing was in connection with the merger of the Swift group and the Air Energi group to form Airswift, a US$1.2 billion turnover recruitment service specializing in the energy sector.
  • White Oak ABL/£265 million British Steel Limited financing. We advised White Oak ABL LCC as FILO lender in relation to its £90 million FILO loan to British Steel Limited as part of a wider £265 million facility to British Steel, led by PNC. This is one of the first times that a FILO loan has been incorporated into a significant signed UK/facility.
  • Wire Manufacturer/US$1 billion refinancing. We represented a wire manufacturer and certain of its subsidiaries, as borrowers, in connection with the refinancing of a US$1 billion asset-based revolver with an international bank, as administrative agent.

Asset Finance

  • Aircraft Finance/North America-based lenders. We represented North America-based lenders in predelivery payment financings of Boeing, Bombardier and Gulfstream aircraft being acquired by several US and European carriers and lessors.
  • Rail Car Finance/Trinity Rail Leasing. We represented the initial purchasers in a US$482 million offering under Rule 144A and Regulation S of Class A-1 and Class A-2 notes by Trinity Rail Leasing 2018 LLC, a subsidiary of Trinity Industries Leasing Company. The proceeds were used to acquire railroad tank railcars and other freight railcars manufactured by Trinity Industries, Inc. or its affiliates.
  • Shipping Finance/COSCO Shipping. We represented China COSCO Shipping Corporation (COSCOS) on a US$4 billion financing transaction of 53 new ships with the Export-Import Bank of China. This is one of the largest ship financing deals in the world this year. This deal follows on an earlier order of 53 ships in 2015, on which the firm also acted.
  • Shipping Container Securitization/Triton Container. We represented Triton Container Finance VI LLC, as issuer, and Triton Container International Limited, the largest issuer in the container ABS space, as manager, in connection with the US$367.9 million securitization of a revolving pool of marine and maritime containers. 

Capital Markets

  • Green Bonds Offering/Canada Pension Plan Investment Board. We represented Canada Pension Plan Investment Board (CPPIB) on a US$1.2 billion offering of green bonds led by CIBC World Markets Inc. and RBC, the first green bond sold by a pension fund globally.
  • IPO/Adaptimmune Therapeutics plc. We represented Adaptimmune Therapeutics plc in connection with its US$191.25 million initial public offering.
  • IPO/Banco Inter S.A. We represented the underwriters on a US$208 million offering of preferred shares by Banco Inter S.A., a digital bank and one of the leaders in the modernization of the Brazilian banking industry. The offering was the first retail bank IPO in Brazil in nearly a decade.
  • Note Issuance/PT Indika Energy Tbk. We represented PT Indika Energy Tbk, a leading integrated Indonesian energy group, on its issuance of US$575 million 5.875% Senior Notes. This transaction formed part of a larger “bridge-to-bond” acquisition financing that enabled Indika Energy to acquire an additional equity stake in the third-largest coal mine in Indonesia in a deal worth US$677.5 million.
  • Note Issuance/Starbucks Corporation. We represented the underwriters in connection with the issuance by Starbucks Corporation of US$3 billion senior notes.
  • Note Issuance/TransCanada PipeLines Ltd. We represented TransCanada PipeLines Ltd. in connection with its issuance of US$1.4 billion senior notes.

Derivatives and Structured Products

  • Bitcoin derivatives exchange/CFTC. We are advising a company in the preparation and filing of an application to become registered as a bitcoin derivatives exchange with the CFTC, and ongoing consultations with CFTC staff regarding the application and business model of the company.
  • Broker/Dealer/Monetization Solutions. We represented a US securities broker-dealer in the structuring and execution of monetization solutions for institutional clients holding sizable portfolios of auction-rate securities.
  • Canadian Imperial Bank of Commerce/Structured Notes. We represent the Canadian Imperial Bank of Commerce (CIBC) in connection with their issuances of structured notes in the US and the EU.
  • Master Feeder Hedge Funds. We assist on the structuring and formation of numerous domestic and master-feeder hedge funds for purposes of trading securities, derivatives and/or cryptocurrencies.
  • Swap Dealers/Regulatory Obligations. We assist various clients in addressing their swap dealer, FCM, IB, CPO and CTA regulatory obligations.

Energy Finance

  • Enterprise Products Operating LLC. We represented Enterprise Products Operating LLC in two 364-day revolving credit agreements each valued at $1 billion and $1.5 billion. Based in Houston, Enterprise Products Partners L.P. is one of the largest publicly traded partnerships and a leading North American provider of midstream energy services to producers and consumers of natural gas, natural gas liquids ("NGLs"), crude oil, refined products and petrochemicals. 
  • Financial Institution/Amplify Energy. We represented a financial institution in the negotiation of a new credit facility with Amplify Energy.
  • Financial Institution/Comstock Resources, Inc. We represented a financial institution in the amendment and restatement of an existing credit facility with Comstock Resources, Inc.
  • Financial Institution/EP Energy. We represented a leading U.S.-based global financial institution as administrative agent, in a first of its kind ~$315 million superpriority debtor-in-possession (“DIP”) revolving credit agreement for EP Energy LLC.  EP Energy, a Texas-based oil and gas producer with operations in multiple basins in Texas and the western U.S., became one of the largest U.S. oil and gas producers to file for bankruptcy in 2019 The company completed its financial restructuring process and emerged from Chapter 11 bankruptcy protection in October 2020.
  • Financial Institution/Harvest Midstream I, LP. We represented a financial institution, as administrative agent, in a US$600 million revolving and US$400 million term loan credit agreement for Harvest Midstream I, L.P., a Texas limited partnership, with oil and gas midstream assets in Colorado, Louisiana, New Mexico and Texas.
  • Financial Institution/Talos Production Facility. We represented a financial institution, as administrative agent, in an up to US$1 billion senior secured borrowing base revolving credit agreement for Talos Production, with offshore oil and gas exploration and production assets in the Gulf of Mexico, in connection with its merger with Stone Energy Company, a publicly traded offshore oil and gas company. Through this merger transaction between Stone and Talos, Talos Energy became a publicly traded company.
  • SunTrust Bank/Midstates Petroleum Company LLC. We represented SunTrust Bank, as administrative agent and lead arranger, in connection with a US$500 million senior secured revolving credit facility for Midstates Petroleum Company LLC, the operating subsidiary of Midstates Petroleum Company, Inc., a Texas-based oil and gas company with operations in Louisiana, with an initial borrowing base of US$200 million.

Financial Sponsors

  • Borchers Inc./US$155 million acquisition financing of The Vectra Co. We represented Borchers Inc., a portfolio company of The Jordan Company, in a term and revolving loan facility in connection with the company's acquisition of the coating additives, catalysts and tire businesses of the Vectra Co. and its subsidiaries.
  • Oasis Outsourcing Holdings, Inc./US$470 million credit facilities. We represented Oasis Outsourcing Holdings, Inc., a portfolio company of Stone Point Capital and Kelso & Company and the nation’s largest privately held professional employer organization, as the borrower in connection with a US$385 million first lien credit facility and a US$85 million second lien credit facility provided by Royal Bank of Canada and other lenders. Proceeds of the facility were used to refinance the borrower’s existing credit facility, fund a dividend and acquire DHR Services Holdings, LLC.
  • Stirling Square Capital Partners/Acquisition financing of The Magnum Corporation. We represented Stirling Square Capital Partners on the financing of its acquisition of The Magnum Corporation and its subsidiaries in the United States and France, an industry-leading manufacturer of thermostatic and pressure control devices.
  • The Jordan Company/US$555 million acquisition financing of DuBois Chemicals. We represented The Jordan Company in connection with a US$555 million financing of the merger of an acquisition vehicle with and into DuBois Chemicals, Inc., a chemical producer for the manufacturing industry, consisting of a US$300 million first lien term loan B, a US$75 million delayed draw first lien term loan B, a US$50 million first lien revolver and a US$130 million second lien term loan B.
  • The Jordan Company/Repricing loan facility. We represented The Jordan Company, L.P. and its portfolio company, Dimora Brands, Inc., in connection with a repricing of its US$254 million first lien term loan B facility.
  • The Jordan Company/US$190 million acquisition financing of Grand Worldwide Logistics Corporation. We represented AFF, Inc., (a portfolio company of firm client The Jordan Company), in the increase of a first and second lien term loan facility, in connection with the company's acquisition of Grand Worldwide Logistics Corporation and subsidiaries.
  • Vitruvian Partners/£250 million acquisition financing of Travel Counsellors. We represented Vituvian Partners on the financing of its acquisition of UK-based travel agents network Travel Counsellors for approximately £250 million. The transaction involved a £115 million facilities agreement with Pemberton EMMDF II Holdings S.à r.l., Pemberton Debt Holdings UK S.à r.l and Lloyds Bank plc as arrangers and Global Loan Agency Services Limited as agent.
  • Vitruvian Partners/acquisition financing of OAG. We represented Vitruvian Partners on the financing of its acquisition of OAG, the world’s leading provider of flight information, using a unitranche facility provided by two alternative lenders.
  • Vitruvian Partners/Sykes investment. We represented Vitruvian Partners on its investment in Sykes Holiday Cottages, the UK’s leading independent holiday home provider, to fund the group’s fast-growing plans for further UK and International expansion. The transaction sees Vitruvian invest a majority stake in Sykes, replacing existing backers Livingbridge following their five-year partnership with the company.

Fund Finance

  • Core real estate fund/US$500 million unsecured unencumbered asset pool-based facility. We represented a core real estate fund in connection with a US$500 million unsecured unencumbered asset pool-based facility which included separate revolving and term loan facilities; represented core real estate fund in connection with subsequent issuance of unsecured note as part of a private placement transaction.
  • EUR2.5 billion syndicated subscription credit facility. We represented an international investment bank, as administrative agent and lead arranger, in a syndicated subscription credit facility with a broad syndicate of lenders valued up to EUR2.5 billion.
  • French investment bank/Euro term loan facility. We represented a French investment bank in connection with a Euro term loan facility to finance distributions to investors.  The collateral included a pledge over the right to receive deferred consideration in relation to a sale of an investment and complex back-to-back equity commitment arrangements with the borrower and purchaser, among other things.
  • International lender/US$1.25 billion revolving subscription-backed credit facility. We represented an international lending institution, as administrative agent, with six other lenders in a syndicated revolving subscription-backed credit facility with a leading private equity fund, valued at up to US$1.25 billion.
  • US investment bank/US$2.5 billion syndicated credit facility. We represented a U.S. investment bank, as administrative agent, in a syndicated credit facility with a broad syndicate of lenders valued up to US$2.5 billion.
  • US investment bank/Term credit agreement. We represented a U.S. investment bank in connection with a term credit agreement provided to a private equity fund. The term loan was used to finance the borrower’s purchase of a portfolio investment. The collateral included a pledge of the borrower’s limited partnership interest in the portfolio investment and in certain collateral accounts, and the borrower and general partner’s capital call rights with respect to capital commitments to the borrower.
  • Various non-US lenders/Term loan agreements. We represented various non-US lenders in connection with term loan agreements to both U.S. and offshore special purpose vehicles holding private equity investments that are guaranteed by the ultimate parent private equity funds, wherein the lenders received an equity pledge of the special purpose holding vehicle and a security interest in the deposit accounts to which distributions from underlying private equity investments are directed and fund equity capital contributions are provided by the fund guarantors.
  • Various funds/US$650 million unsecured financings. We represented various funds sponsored by a leading real estate fund manager with respect to multiple unsecured financings at the fund level totaling over US$650 million of revolving capacity.

Insurance Finance

  • Financial Institution/Credit Facility. We represented a major financial institution, as administrative agent in a US$150 million letter of credit facility with a U.S.-based insurance company for the issuance of several letters of credit.
  • Insurance-Linked Securities/FloodSmart Re Ltd. The first insurance-linked securities (ILS) offering to benefit a federal agency: FloodSmart Re Ltd., covering flood risk of the National Flood
  • Insurance Program administered by FEMA.
  • Insurance-Linked Securities/Galilei RE. The largest offering by a private insurer in the history of the ILS market: US$1.275 billion Galilei Re for the benefit of XL Catlin companies on an indexed loss basis.
  • Reserve Financing. We are a preeminent law firm in the field of life insurance reserve financing, and our partners have contributed to more than 50 such transactions that closed over the past decade many of which have been innovatively designed to facilitate M&A divestments, public offerings, and other corporate restructurings.
  • SideCar/Everest Re Group. We represented Everest Re Group in establishing Mt. Logan Re, the largest sidecar in the market.

Latin American Lending

  • Banco Sabadell/MXN$1 billion loan facility. We represented Banco Sabadell, as administrative agent, security agent, arranger and lender, and Scotiabank Mexico, as lender, in a MXN$1 billion loan facility provided to Mexico Tower Partners, S.A.P.I. de C.V. (MTP). MTP is a Mexican telecommunications tower company controlled by a JV between Digital Bridge and Macquarie.
  • Proceeds of the loan will be used to purchase telecommunication towers.
  • BNP Paribas/US$750 million financing for Suzano Pulp and Paper. We represented BNP Paribas as administrative agent in a US$750 million financing for Suzano Pulp and Paper Europe S.A. The borrower is a subsidiary of Suzano Papel e Celulose S.A. of Brazil, the largest pulp and paper company in Latin America.
  • Consortium of banks/US$1.5 billion financing for Cerro Verde. We represented a consortium of international banks in connection with the amendment and extension of the US$1.5 billion credit facility of Sociedad Minera Cerro Verde S.A.A.
  • A Global bank/US$240 million Finsa Real Estate credit facility. We represented a global bank as arranger of a US$240 million financing for special purposes entities managed by Finsa Real Estate Management. Finsa manages one the largest real estate portfolios in Latin America.
  • Global Bank/Grupo Mexico US$175 million drilling rig financing. We represented a global bank in the US$175 million refinancing of four drilling rigs operating in the Gulf of Mexico and owned by Mexico Proyectos y Desarrollos, S.A. de C.V., a subsidiary of Grupo Mexico.
  • Global Bank/US$163 million credit facility arranged by Citi, Mizuho and a global financial institution. We represented Global Bank Corporation, the second largest private bank in Panama, on a US$163 million syndicated loan facility arranged by Citigroup Global Markets Inc., Mizuho Bank, Ltd. and a global financial institution.
  • Otay-Tijuana Venture, L.L.C./US$70 million syndicated loan agreement. We represented Otay-Tijuana Venture, L.L.C. as borrower in a US$70 million syndicated loan agreement entered into with lenders Banco Invex, Institución de Banca Múltiple, Invex Grupo Financiero and Banco Nacional de Comercio Exterior. The transaction financed the construction of a pedestrian bridge connecting Tijuana International Airport with a terminal in San Diego, California, allowing passengers to cross between Mexico and the United States without having to use the current international border. The bridge was the first of its kind worldwide, connecting one of the busiest international borders in the world.

Leveraged Finance, Acquisition Finance and Corporate Lending

  • Bank of China/€10.1 billion acquisition of Akzo Nobel. We represented the Bank of China, Luxembourg Branch as sole China lead arranger, bookrunner, mandated lead arranger and lender in the approximately US$4.3 billion and €1.8 billion term loan and US$900 million revolving loan facility transaction for the €10.1 billion acquisition of 100% of Akzo Nobel’s specialty chemicals business by The Carlyle Group and GIC. The transaction will transform Akzo Nobel into a more focused supplier of paints and coatings. Carlyle, which has extensive experience investing in chemicals and unlocking long-term potential and creating value in its portfolio companies, has a global presence and the financial capacity to help Akzo Nobel’s specialty chemicals business achieve its full potential.
  • Bank of China/US$14 billion financing for Ant Financial. We represented Bank of China Limited, Macau Branch on the financing to a major private equity firm for its investments in Ant Financial, the affiliate of Alibaba Group Holding Ltd. China’s Ant Financial raised approximately US$14 billion in the aggregate in this series of financing with various private equity firms in what market watchers called the biggest-ever single fundraising globally by a private company, as it accelerated the expansion of Alipay globally and developed new technology. The financing made Ant Financial the largest fintech firm in the world and equipped it with enormous resources for expansion.
  • BMO Harris Bank N.A. / Sterling Construction Company $430 million credit facilities. We represented BMO Harris Bank N.A., as administrative agent, in a $400 million term loan credit facility and a $30 million revolving credit facility with Sterling Construction Company, Inc. and its subsidiaries. Sterling Construction is a publicly traded heavy civil construction company.
  • BNP Paribas – Wind Point Partners/Credit Facility. We represented BNP Paribas, as lead arranger and administrative agent in connection with a senior secured acquisition credit facility for the acquisition by financial sponsor Wind Point Partners of The Kleinfelder Group Inc., an engineering, construction management, design and environmental professional services firm.
  • Caterpillar/US$11 billion financing. We represented Caterpillar Inc. and certain of its subsidiaries, as borrowers, in a US$3.15 billion 364-day credit facility, the extension of a US$2.73 billion three-year credit facility and the extension of a US$4.62 billion five-year credit facility from Citibank, N.A., Citibank Europe PLC, UK Branch and the MUFG Bank, Ltd. as agents, and various financial institutions as lenders.
  • Francisco Partners. We represented Francisco Partners on the financing of its acquisition of the Consignor Group. Founded in Oslo in 1997, Consignor has grown to be one of the leading providers of delivery management software by making it simpler, quicker and cost effective to ship orders to customers and by making delivery a competitive advantage.
  • CBPE Capital LLP. We represented CBPE Capital LLP, the private equity firm, on its investment in Perspective Financial Group Limited, following approval from the Financial Conduct Authority. Perspective is a nationwide financial planning and wealth advisory business with a client centric culture, employing over 180 staff across 15 offices.
  • General Motors/Revolving credit agreements. We represented General Motors, the leading US-based global automotive manufacturer on a number of big-ticket revolving credit facilities over the last several years with a total value of $6.95 billion.
  • Global investment bank/US$145 million financing for San Jose Water Company. We represented a global investment bank as lender on three credit facilities totaling US$145 million to SJW Corp. and its water utility and land company subsidiaries San Jose Water Company, SJW Land Company and SJWTX Inc.
  • Global investment bank/Beyond Meat, Inc. $150 million credit facility. We represented a global investment bank, as administrative agent and joint lead arranger, and other lenders in a multicurrency, five-year $150 million revolving credit facility with Beyond Meat, Inc., a plant-based meat producer. The revolving credit facility includes an accordion feature for up to an additional $200 million.
  • Goldman Sachs/United Airlines $6.8 billion financing. We represented Goldman Sachs, as sole structuring agent and joint lead bookrunner, Barclays and Morgan Stanley, as joint lead bookrunners, and Goldman Sachs, as administrative agent, in a $6.8 billion financing consisting of $3.8 billion of bonds and $3 billion of term loans secured by the United Airline's loyalty program, MileagePlus. The transaction involved the contribution of intellectual property of the MileagePlus program to a newly-formed subsidiary that was structured to be bankruptcy remote and involved a covenant structure that is a hybrid between a securitization and a corporate debt issuance.
  • Multinational Manufacturer/US$2.5 billion financing. We represented a multinational manufacturer of home appliances, as borrower, and several of its subsidiaries, as borrowers, in connection with a US$2.5 billion long-term senior revolving credit facility arranged by a global financial institution.
  • Multinational Manufacturer/US$1 billion financing. We represented a multinational manufacturer of home appliances in connection with a US$1 billion 364-day term loan to finance a tender offer for the company's common stock.
  • proFagus Group. We represented proFagus Group, a leading German manufacturer of natural additive products (e.g. smoke flavorings used in the food industry, acetic acid, grit, tar and tar oil) and high-quality and environmentally friendly barbecue charcoal and related products, on the successful refinancing of certain of its existing financial indebtedness. proFagus Group is a portfolio company of Borromin Capital Management.
  • Scotiabank/US$1.35 billion finance for Ingram Micro. We represented Scotiabank in connection with a syndicated unsecured US$1.35 billion revolving facility for Ingram Micro Inc. and Ingram Micro Luxembourg SARL.
  • Sixth Street Specialty Lending. We represented Sixth Street Specialty Lending's European business on the financing of the public to private takeover offer and settlement of shares in Easy Software AG by Battery Ventures. Easy Software is a German developer of software solutions for electronic archiving and document management systems.
  • Tenneco/US$4.9 billion financing. We represented Tenneco Inc. and its affiliates, as borrowers, in connection with a US$1.5 billion revolving credit facility, a US$1.7 billion term loan A credit facility and a US$1.7 billion term loan B credit facility with a global financial institution as administrative agent.
  • Ullico Inc./Acquisition Financing. We represented Ullico Inc., a privately held insurance and financial services holding company in the United States, in the financing of an acquisition of 49 percent of the aggregate outstanding limited liability company interest of Autopistas Metropolitanas de Puerto Rico, LLC, an operator of two toll roads in Puerto Rico, from two infrastructure funds managed by Goldman Sachs.
  • Yum! Brands, Inc./US$3.5 billion financing. We represented parent Yum! Brands, Inc., as guarantor, and its subsidiaries Pizza Hut Holdings, LLC, KFC Holding Co. and Taco Bell of America, LLC, as borrowers, in connection with a US$3.5 billion senior secured credit facility consisting of a US$2 billion term loan B, a US$500 million term loan A and a US$1 billion revolving credit facility.
  • Yum! Brands, Inc./US$1.5 billion financing. We represented Yum! Brands, Inc., and several of its subsidiaries, in connection with a US$1.5 billion senior unsecured bridge term loan arranged by Goldman Sachs.

Private Credit

  • Brookwood Financial/BW Gas & Convenience $525 million loan facility. We represented BW Gas & Convenience (d/b/a Yesway) and Brookwood Financial, a private equity real estate investment firm that invests in value-add commercial real estate properties and related operating businesses, in a $525 million term loan facility and $75 million revolving loan facility.  BW Gas & Convenience Holdings, LLC, operating under the Yesway and Allsup’s brands, is a company formed to acquire, improve and operate a portfolio of undervalued gas stations and convenience stores in select regions of the United States.
  • Goldman Sachs/Wine.com. We represented Goldman Sachs Asset Management’s Private Credit Group in connection with debt and equity financing to Wine.com. The borrower is in the highly regulated alcohol and beverage industry and the transaction involved review and analysis of various state laws on holding liquor licenses and was a highly negotiated transaction.
  • LKCM Headwater Investments/Gexpro Acquisition Financing. We represented LKCM Headwater Investments, a Texas-based private equity firm, in its $155 million acquisition of the multinational Gexpro business unit in a carveout transaction from Rexel USA, Inc. Gexpro is a distributor of electrical parts and components for construction, industrial and energy solutions markets.  Mayer Brown acted as acquisition finance counsel to LKCM Headwater in connection with its $62 million term loan facility with Main Street Capital Corporation and $35 million asset-based revolving facility with JPMorgan Chase.
  • Madison Capital Funding/Portfolio Group, Inc. We represented Madison Capital Funding, as administrative agent and joint lead arranger, in a US$183 million senior secured syndicated credit facility to support the recapitalization of Portfolio Group, Inc., an independent provider of finance and insurance products and services to automotive dealers owned by Z Capital Partners. The borrower is in the highly regulated insurance industry and the transaction involved review and analysis of insurance laws and was a highly negotiated transaction.
  • Monroe Capital LLC/Inland Pipe Rehabilitation LLC. We represented Monroe Capital LLC, as administrative agent and sole lead arranger, in a senior secured loan to support the acquisition of Inland Pipe Rehabilitation LLC, a leading provider of trenchless pipe rehabilitation solutions and technology to the municipal wastewater and storm water markets, by J.F. Lehman & Company.
  • Monroe Capital Management Advisors, LLC/Xponential Fitness. We represented Monroe Capital Management Advisors, LLC, as administrative agent and sole lead arranger, in connection with a senior secured loan to support the acquisition of Xponential Fitness, a curator of the best brands across the boutique fitness space, by TPG Capital and the subsequent financings to support the acquisition by Xponential Fitness of Club Pilates, CycleBar, StretchLab, Row House, AKT, Yoga Six and Pure Barre.
  • Private Credit Fund/Continuum. We represented a private credit fund, as agent and joint lead arranger, in connection with a senior secured credit facility to support the acquisition of Continuum, a premier global IT management platform for Managed IT Service Providers, by Thoma Bravo LLC.
  • Twin Brook Capital Partners, LLC/Twin Brook Capital Partners, LLC. We represented Twin Brook Capital Partners, LLC, as administrative agent and joint lead arranger, in a senior, syndicated credit facility that included a revolver, term loan and a DDTL with both US and Canadian dollar loans, to support the acquisition of Twin Brook Capital Partners, LLC, a leading value-added distributor of mission and business critical communications solutions, by Bertram Capital.

Project Finance

  • CRC Transmission Project. Represented Celeo Redes on a US$365 million Rule 4(a)(2) private placement financing of a greenfield-brownfield portfolio of transmission projects in Chile that totals more than 550km of transmission lines and 8 substations. This transaction will be named the IJGlobal 2019 Latin America Transmission Deal of the Year.
  • Dundee Precious Metals. We represented the lenders led by Unicredit Bank on the US$150 million revolving credit facility to Dundee Precious Metals, the leading Canada-based mining company operating in Namibia, Armenia and Bulgaria.   
  • Myanmar Telecommunications Infrastructure Project. We acted as the international legal adviser to the Asian Development Bank (ADB) and International Finance Corporation (IFC) on loans extended to Ooredoo Myanmar Limited, a telecommunications provider in Myanmar. The US$300 million loan (US$150 million each from ADB and IFC) was used to finance Ooredoo’s telecommunications infrastructure rollout that will provide a full range of fixed, mobile and data services across Myanmar.
  • New Liberty Gold Mine. We represented Nedbank Capital and Rand Merchant Bank as arrangers and senior lenders in relation to the US$110 million project debt facility made available to Bea Mountain Mining Corporation regarding the New Liberty gold mine in Liberia.  The New Liberty mine is Liberia's first commercial gold mine of its capacity.
  • Öksüt Gold Mine. We represented UniCredit Bank AG, as facility agent, security holder, technical agent, documentation agent, mandated lead arranger and a lender, and a European multilateral development financial institution, as a mandated lead arranger and a lender, in US$150 million term facility for the construction and operation of the Öksüt gold mine and related infrastructure in the Kayseri region of Turkey.
  • Panca Amara Utama (PAU) Ammonia Plant. We acted as the international legal adviser to the International Finance Corporation (the “IFC”) on its investment in a US$830 million greenfield ammonia plant in Sulawesi, Indonesia. The plant, operated by Panca Amara Utama (PAU), is one of the IFC’s largest greenfield projects in the last decade, and is being funded through a US$512 million debt package consisting of a US$97 million IFC A loan and a US$415 million IFC B loan funded by ANZ, HSBC, Korea Development Bank, OCBC, Standard Chartered Bank, SMBC and United Overseas Bank.
  • Segilola Gold Project. We represented Africa Finance Corporation on its provision of a $21 million stream facility and $54 million credit facility to fund Thor Explorations' Segilola Gold Project in Nigeria. The Segilola Gold Project is the first of its kind in Nigeria and the financing has been achieved against the challenging backdrop of the Covid-19 pandemic. 
  • Tahrir Petrochemical Project. Representing US EXIM, DFC, Hermes, UK Export Finance and Export Development Canada, who are all of the senior lenders/guarantors, on the project financing of the Tahrir Petrochemical Project, located in Ain Sokhna, Suez, Egypt. The project is one of the largest current project financing transactions in the world at US$11 billion. 

Receivables and Supply Chain

  • Diversified global manufacturer/US$3 billion trade receivables. We represented a diversified global manufacturing company and its diversified global financial services subsidiary in two separate securitizations through a syndicate of banks and bank-administered commercial paper conduits of more than US$3 billion of trade receivables originated by more than 40 group businesses.
  • Global bank/US$900 million syndicated receivables purchase facility. We represented a major global bank, as agent, in a US$900 million syndicated receivables purchase facility for a global pharmaceutical company.
  • Global bank/Supply chain finance program documentation. We represented a major global bank in documenting and supporting a large supply chain finance program for the suppliers of a large multinational manufacturing company.
  • Global bank/Monetization program. We represented a major global bank in monetizing accounts receivable subject to excess concentration limits in multiple trade receivables securitization programs.

Structured Finance

  • Bank of America, BNP Paribas and Société Générale/Pan-European CMBS for Blackstone. We represented Bank of America, BNP Paribas and Société Générale as arrangers in connection with a €335.4m pan-European CMBS, secured over a portfolio of urban logistics assets, with Blackstone as sponsor. The CMBS is backed by 61 assets across six European countries being Germany, France, the Netherlands, Ireland, Finland and Denmark and will be used to refinance the existing debt and acquisition debt of the borrowers. The assets form part of Blackstone’s Mileway platform, which is Europe’s largest owner of last mile logistics real estate assets.
  • BNP Paribas/Multi-jurisdictional Trade Receivables Securitisation Transaction for ED&F Man Group. We represented BNP Paribas in its capacity as funding agent on a multi-jurisdictional trade receivables securitisation transaction for ED&F Man Group, a global producer of food and agricultural products. The originators are located in the United States, Switzerland and Australia. Funding in an amount of $75 million was arranged by BNP Paribas, funding through its conduit, Matchpoint Finance Plc.
  • Credijusto. Represented the Credijusto group in the structuring and its first disbursement under the warehouse securitization of its Mexican lease portfolio by Credit Suisse. Credijusto will use the proceeds to originate additional leases to SMEs subject to specified eligibility criteria.
  • Credit Suisse, Banco Popular and Oriental Bank/Securitization financing. We represented Credit Suisse, Banco Popular and Oriental Bank in a securitization financing by a group of banks for the acquisition by JC Flowers of Island Finance, the largest Puerto Rico unsecured personal loan business, from Banco Santander.
  • Initial purchasers/US$225 million securitization. We represented the initial purchasers in connection with a US$225 million securitization of residential bridge (“fix and flip”) mortgage loans sponsored by Toorak Capital Partners.
  • Initial purchaser/Securitization of ground leases. We represented the initial purchaser in the securitization of ground leases to developers of solar projects in one of the first commercial solar ABS deals.
  • Initial Purchasers/First TALF Transaction. We represented the initial purchasers in the first transaction completed under the US Federal Reserve’s new Term Asset-Backed Securities Loan Facility (TALF) program. 
  • Initial purchasers/Issuance of CAD$523.28 million of automobile lease-backed notes. We represented the initial purchasers in the issuance of CAD$523.28 million worth of notes backed by automobile leases and issued by MBARC Credit Canada Inc.
  • Large financial institution and a syndicate of lenders/US$295 million securitized warehouse financing facility. We represented a large financial institution and a syndicate of lenders in a first-of-its-kind US$295 million securitized warehouse financing facility for an agricultural finance company, the collateral of which consisted primarily of crop loans made to farmers.
  • Mercado Credito. Represented Goldman Sachs, as administrative agent, in a Peso-equivalent US$125 million warehouse financing to MercadoLibre’s SME lending affiliate Mercado Credito, secured by a portfolio of loans held in a trust. The facility will be used to originate additional SME loans.
  • Natixis Securities Americas LLC/US$600 million CRE CLO. We represented Natixis Securities Americas LLC, as placement agent of secured notes and as initial purchaser of revolving notes, in connection with a US$600 million CRE CLO secured by whole commercial mortgage loans and funded participations in commercial mortgage loans. The managed transaction allows for additional unidentified commercial mortgage assets to be purchased into the structure during both the ramp-up and reinvestment periods and is the first post-crisis CRE CLO to feature a revolving tranche.
  • Octane Lending, Inc./Securitization Platform. We represented Octane Lending, Inc., a digital point-of-sale financing and insurance, in developing its securitization platform and in its first securitizations of performance sports assets in a 144A transaction into the US capital markets. 
  • Securitization Lenders/Hertz Bankruptcy. We represent the securitization lenders of Donlen Corporation, The Hertz Corporation’s fleet leasing subsidiary, in connection with the Hertz bankruptcy and have helped Barclays Bank to lend up to an additional $400 million of securitization financing. 
  • Synchrony Financial/Issuance trust of US$1 billion notes. We represented Synchrony Card Issuance Trust in its issuance of US$1 billion worth of notes, the first tranche of notes publicly issued in the SynchronySeries.

Workouts and Restructurings

  • BNP Paribas/Waypoint restructuring. We represented BNP Paribas, Glas Trust Company LLC (the successor to BNP Paribas) and Wells Fargo Bank, NA, as agents, respectively, for separate syndicates of lenders in connection with the workout, restructuring, financing and multi-jurisdictional insolvency cases of Waypoint Leasing Holdings Ltd. Waypoint financed its pre-petition operations through a series of complex, bi-lateral secured credit facilities at its subsidiaries, with a parent guarantee. Additionally, the lenders in each credit facility financed Waypoint on a post-petition basis through funding under complicated DIP loans and/or use of cash collateral. The restructuring culminated in a third-party M&A resolution for the Glas Trust Company-led syndicate, and a credit-bid M&A resolution for the Wells Fargo-led syndicate.  Waypoint was the “Restructuring of the Year” in the $1 billion to $10 billion category, and “Chapter 11 Reorganization of the Year” in the $500 million to $1 billion category – that were honored by The M&A Advisor in its 14th Annual Turnaround Awards.
  • BNP Paribas/Engine restructuring and recapitalization. We represented BNP Paribas, administrative agent and lender as well as a group of other lenders in connection with an out-of-court restructuring of secured debt of Engine Group Inc., a global marketing and digital solutions company (a portfolio company of Lake Capital). The restructuring and recapitalization involved consolidation of Engine’s existing first- and second-lien senior secured credit facilities held by a syndicate of banks, hedge funds, CLOs and other lenders into a new restructured senior secured credit facility and the issuance of common and preferred equity.  
  • China Merchants Bank/Acquisition of Takata Corporation assets. We represented China Merchants Bank in connection with its financing of the US$1.6 billion acquisition by Michigan-based Key Safety Systems of assets of Takata Corporation, the bankrupt air-bag manufacturer.
  • Citibank/Vetra US$100 million restructuring. We represented Citibank, N.A., as administrative agent, in a complex multi-jurisdictional restructuring of over US$100 million of indebtedness of Vetra Exploracion y Produccion Colombia S.A.S., a Colombian oil and gas exploration and production company.
  • Cloud Peak Energy Inc. We represented a major US bank, as administrative agent, in connection with financing the chapter 11 case of Cloud Peak Energy Inc., one of the largest coal producers in the United States. The unique financing blended securitization technology and DIP lending into court-approved, complex hybrid securitization/DIP facility. The innovative financing harmonized complex intercreditor issues raised by extending a securitization facility into a chapter 11 proceeding (utilizing a non-bankrupt SPV) on a side-by-side basis with DIP loans provided by prepetition secured lenders. This restructuring was awarded “Basic Resources Restructuring of the Year (Value below $500 million)” at Global M&A Network’s 2020 Annual Turnaround Atlas Awards.
  • Hertz. We represented a major international financial institution, as administrative agent, under the $1.6 billion Donlen ABS facility in the Hertz chapter 11 case and, as administrative agent, under a $400 million post-petition ABS facility with respect to the Donlen fleet leasing business.
  • Maybank/China Fishery Group/Pacific Andes. We represent Maybank, as lender, in connection with a series of bilateral loans to certain of the debtors and affiliates in the China Fishery Group/Pacific Andes bankruptcy cases.
  • PNC/Peabody Energy Corporation. We represented PNC, as administrator, under the asset-backed debtor in possession (and exit) securitization and l/c facility in connection with the Chapter 11 cases of Peabody Energy Corporation and its affiliates.
  • Weatherford International plc. We represented a major financial institution, as agent, collateral agent and bilateral letter-of-credit issuer, in connection with the multi-jurisdictional chapter 11 cases of Weatherford International plc and certain of its affiliates, with respect to a rolled-up prepetition and new money post-petition cash collateralized letter of credit facility. The letter of credit facility presented complex intercreditor issues with a side-by-side term loan DIP facility and the related cross-border cash management system. This restructuring was awarded “Energy Restructuring of the Year (Large)” at Global M&A Network’s 2020 Annual Turnaround Atlas Awards.

Accolades

Rankings
Client Quotes

Rankings

Legal 500 Asia Pacific 2021

  • Ranked Tier 2 for Banking and Finance – Hong Kong
  • Ranked Tier 2 for Banking and Finance: Foreign Firms – Singapore
  • Ranked Tier 2 for Banking and Finance – Vietnam
  • Ranked Tier 3 for Banking and Finance: Foreign Firms – China

Chambers Asia Pacific 2021

  • Ranked Band 4 for Banking & Finance – Asia-Pacific Region
  • Ranked Band 3 for Banking & Finance (International Firms) – China
  • Ranked Band 2 for Banking & Finance – Vietnam
  • Ranked Band 4 for Banking & Finance:  International – Singapore

IFLR1000 2021

  • Ranked Tier 2 for Banking – Hong Kong
  • Ranked Tier 2 for Banking & Finance – Vietnam
  • Ranked Tier 3 for Banking (Foreign) – China
  • Ranked Tier 4 for Banking (Foreign) – Singapore
  • Ranked Other Notable for Banking & Finance – Thailand

Chambers Asia Pacific 2020

  • Ranked Band 3 for Banking & Finance (International Firms) – China
  • Recognised Practitioner for Banking & Finance: Leveraged & Acquisition Finance (International Firms) – China
  • Ranked Band 2 for Banking & Finance – Vietnam
  • Ranked Band 4 for Banking & Finance:  International – Singapore

IFLR1000 2020

  • Ranked Tier 2 for Banking – Hong Kong
  • Ranked Tier 2 for Banking & Finance – Vietnam
  • Ranked Tier 4 for Banking (Foreign) – Singapore
  • Ranked Other Notable for Banking & Finance – Thailand

Chambers Asia Pacific 2019

  • Ranked Band 3 for Banking & Finance (International Firms) – China
  • Recognised Practitioner for Banking & Finance: Leveraged & Acquisition Finance (International Firms) – China
  • Ranked Band 2 for Banking & Finance – Vietnam

Chambers USA 2019

  • Ranked for Banking & Finance in Illinois
  • Ranked for Banking & Finance in North Carolina
  • Ranked for Banking & Finance in Texas

IFLR1000 2019

  • Ranked Tier 2 for Banking – Hong Kong
  • Ranked Tier 2 for Banking & Finance – Vietnam
  • Ranked Tier 4 for Banking (Foreign) – Singapore

Chambers Asia Pacific 2018

  • Ranked Band 3 for Banking & Finance (International Firms) – China

US News/Best Lawyers "Best Law Firms" 2019 First-Tier Ranking

  • National – Banking and Finance Law
  • Charlotte – Banking and Finance Law
  • Chicago – Banking and Finance Law
  • Washington DC – Banking and Finance Law

Legal 500 Asia Pacific 2018

  • Ranked Tier 3 for Banking and Finance – Hong Kong

US News/Best Lawyers “Best Law Firms” 2018 First-Tier Ranking

  • National – Banking and Finance Law
  • Charlotte- Banking and Finance Law
  • Chicago- Banking and Finance Law
  • Houston- Banking and Finance Law
  • Washington DC – Banking and Finance Law

Legal 500 Deutschland 2018

  • Ranked Band 3 for Banking & Finance – Financial Market Authority  

IFLR1000 2018

  • Ranked Tier 2 for Banking – Hong Kong
  • Ranked Tier 2 for Banking & Finance – Vietnam
  • Ranked Tier 4 for Banking (Foreign) – Singapore
  • Notable Ranking for Banking & Finance – Thailand

Chambers Asia Pacific 2017

  • Ranked Band 3 for Banking & Finance (International Firms) – China

Chambers Global 2017

  • Ranked Band 2 for Banking & Finance Latin America-wide

Chambers Latin America 2017

  • Ranked Band 2 for Banking & Finance

Chambers USA 2017

  • Ranked Band 2 for Banking & Finance in Illinois
  • Ranked Band 3 for Banking & Finance in North Carolina

US News/Best Lawyers “Best Law Firms” 2017 First-tier Ranking

  • National – Banking and Finance Law
  • Charlotte – Banking and Finance Law
  • Chicago – Banking and Finance Law
  • Washington DC – Banking and Finance Law

Legal 500 2016

  • Ranked Tier 1 for Banking and finance Vietnam
  • Ranked Tier 3 for Banking and finance – Hong Kong

Chambers Asia Pacific 2016

  • Ranked Band 1 for Banking & Finance Vietnam
  • Ranked Band 3 for Banking & Finance (International Firms) – China

Chambers USA 2016

  • Ranked Band 2 for Banking & Finance in Illinois
  • Ranked Band 3 for Banking & Finance in North Carolina

Chambers UK 2016

  • Notable Ranking: Banking & Finance: Borrowers/Lenders

IFLR1000 2016

  • Ranked Tier 2 for Banking – Hong Kong
  • Ranked Tier 2 for Banking and Finance – Vietnam

IFLR1000 UK 2016

  • Notable Ranking: Banking & Finance: Bank lending : Borrower side
  • Notable Ranking: Banking & Finance: Bank lending : Lender side 

2016 US News/Best Lawyers “Best Law Firms”
First-tier Rankings:

  • National - Banking and Finance Law; Equipment Finance Law
  • Chicago - Banking and Finance Law; Equipment Finance Law
  • Washington DC - Banking and Finance Law

Chambers Global 2015

  • Ranked Band 1 Banking & Finance in Vietnam
  • Notable Rankings Banking & Finance in Asia-Pacific Region
  • Notable Rankings: Banking & Finance in China

Chambers UK 2015

  • Notable Ranking: Banking & Finance: Borrowers/Lenders

Chambers USA 2015

  • Ranked Band 1 for Banking & Finance in Illinois
  • Ranked Band 3 for Banking & Finance in North Carolina

Legal 500 UK 2015, 2014

  • Ranked as the sole Tier 1 firm for Asset-Based Lending
  • Ranked Tier 2 for Bank lending: investment grade debt and syndicated loans
  • Ranked Tier 5 for Acquisition Finance

Chambers UK 2014

  • Notable Ranking: Banking & Finance: Borrowers/Lenders

Client Quotes

Chambers USA

  • "Distinguished team utilizing resources across its global office network to provide private equity sponsors with significant strength in funds financing and syndicated lending matters."
  • "Developing particularly significant capabilities in financing transactions arising out of the renewable energy, and oil and gas industries."  
  • "Noted strength in complex cross-border and emerging market transactions. Recommended for advising clients, including investment funds, on real estate financing." 
  • "Very thorough, diligent and knowledgeable about the industry."  
  • "Particularly recommended for its dedicated structured finance team, handling asset-backed securities, mortgage-backed securities and commercial paper programs, among other matters. Also noted for its strength in the warehouse finance space and increasing presence in the fund finance space. Offers a strong group of cross-disciplinary practitioners with a experience across a range of transactional services."  
  • "The team offers great client service and execution."  
  • "Their service is tremendous; it sets them apart."  
  • "Operates from Houston and is able to draw on the firm's national and international network. Handles traditional energy lending as well as financing for renewable energy projects. Possesses considerable expertise in acquisition financing and reserve-based lending."  
  • "The team's responsiveness and knowledge of the energy industry are their most valuable strengths."  
  • "What stands out is their level of commitment. Mayer Brown is outstanding. 
  • "We trust them and they have a talented group of attorneys."
  • "A great firm with talented attorneys."
  • "They are knowledgeable in terms of current legal issues and market matters, proactive, cost-efficient and effective."
  • "They know our ins and outs. I can always count on them to take the institutional view."
  • "Mayer Brown is a high-quality firm and we've seen its expertise outside the US."
  • "They were not daunted by the timeline that we wanted to pursue."
  • "They're very responsive and very professional." 
  • "A solid firm - very knowledgeable, with a deep partner bench."
  • "I hold them in high regard. They meet our demands and are pleasant to work with."

Chambers UK

  • "What I particularly liked was that Mayer Brown provided us with a small, closely knit team of senior professionals who were very effective, rather than flooding the deal with juniors."
  • "They understand the concepts we're trying to achieve commercially and marry that up very well with the legal piece."  
  • They are a firm in which the partners roll up their sleeves and really get on with the work. They're always available for the client and know what's going on."  
  • "Mayer Brown covers all the aspects necessary in the case by building a good team. Very effective."  
  • "Strong depth of knowledge and an understanding of our commercial position. Creative and strategic in considering alternative solutions.”
  • "They have a large international practice, which is very strong."  

Chambers Asia Pacific

  • "What I'm very impressed with is the very strong team, the evidence of bench strength." (Asia-Pacific Region)
  • "They are able to easily understand what is at stake and stand out in terms of the quality of their drafting." (Asia-Pacific Region)
  • "They are experienced, efficient and a safe pair of hands." (Asia-Pacific Region)
  • "[V]ery creative and can always think outside of the box." (China)
  • "They are good and I am very happy with their service." (Vietnam)
  • "It's a carefully managed client relationship, and they strike a good balance between legal and commercial stances." (China)  
  • "On quality they deliver. On quality and speed, the response time is rather fast." (China)
  • "Deep local market and legal framework knowledge and their customer-centric approach." (Vietnam)
  • "They are responsive to my questions, and they are clear about our group structure." (China)  
  • "They are excellent - a go-to on real estate and financing." (Vietnam)
  • "A very good overall performance." (China)

Legal 500 UK

  • "The 'very experienced and skilled' group at Mayer Brown International LLP is 'excellent at handling complex deals, often involving an international component.' The team is frequently instructed by US banks with European franchises, and is consequently at the forefront of developments, as the UK market continues to employ financing techniques imported from the US market."
  • "Mayer Brown International LLP has a good track record advising banks and borrowers on complex new money deals and refinancing, often involving a multi-jurisdictional angle."

Legal 500 Asia Pacific

  • "Mayer Brown has been established in Vietnam for a number of years and as a result are well adverse in the ever-changing and evolving Vietnamese legal environment."
  • "Mayer Brown Vietnam has expertise in cross-border debt and equity investment in Vietnam with particular expertise in project finance and infrastructure.’"