Overview

Mayer Brown is the only integrated global firm with approximately 200 lawyers in New York, London and Hong Kong. Our global Corporate Trust and Loan Agency team delivers integrated coverage in each of these locations.

We offer depth and breadth of industry experience:

  • Wide-ranging counseling, including on matters involving new issuances, compliance and liability management, post-closing distress administration, defaults, enforcement actions, restructurings and investor litigation;
  • Advising market-leading corporate trust and loan agency providers on lending, structured finance and capital markets transactions in their role as trustee, facility agent, securities administrator, paying agent, security trustee, cash manager, calculation agent, escrow agent and custodian;
  • Helping trustees navigate administration issues and defending them in investor, consumer and government investigations and other litigation; and
  • Offering the insight of Mayer Brown colleagues experienced in litigation, tax, regulatory, insolvency, restructuring and dispute resolution matters, complementing the advice of our core Corporate Trust & Loan Agency team.

We understand the corporate trust and loan agency business and combine that understanding with a consistent approach and first-class deal management and negotiation skills to help clients manage portfolio risk and to ensure that even the most complex representations are executed in a practical and timely manner.

New Issuances

We possess considerable experience counseling corporate trust and loan agency providers across a wide variety of products governed by New York, English and Hong Kong law, including investment grade, high-yield and convertible products; SEC shelf programs; medium-term note programs; and sovereign issuances.

We understand the jurisdictional differences in approach between US law and English law documents, and our familiarity with local practices adds significant value where security is being shared as part of the transaction structure.

Liability Management

Post-closing, we represent corporate trust and loan agency providers on a wide range of day-to-day liability management matters, including the following:

  • Interactions, both cordial and adverse, with investors, issuers and other parties;
  • Consent solicitation processes;
  • Coordination with deal parties, such as servicers, regarding matters affecting deal collateral;
  • Amendments to underlying transaction documents;
  • Removal of guarantors and/or release of collateral.

Our extensive knowledge of corporate trust and loan agency transactions allows us to efficiently manage these complex exercises and ensure that our clients can effectively perform their roles.

Post-Closing Distress Matters

If transactions encounter defaults, other difficulties, or the prospect of a workout or restructuring, we draw on our deep knowledge and experience to skillfully address the situation. We provide counsel on the following:

  • Potential and actual defaults, waivers and acceleration;
  • Direction and indemnity negotiations with oftentimes hostile investors;
  • Litigation and other enforcement actions, such as liquidations and foreclosures;
  • Refinancing, restructurings and formal insolvency proceedings; and
  • Investor and other third-party litigation.

Experiencia

Mayer Brown corporate trust and agency lawyers have advised on the following recent key transactions and matters:

Americas

New Issuances and Restructuring and Contentious Experience

  • Advising Wells Fargo Bank, N.A. as administrative agent in connection with US$800 million subscription credit facility for PIMCO BRAVO Fund II, L.P.
  • Representing Wilmington Trust, as agent and security agent, in relation to the combination of Vimpelcom and Wind Telecom, a deal worth around US$1.8 billion.
  • Representing multiple corporate trustees in connection with contentious negotiations with vulture-fund investors and other securityholders requesting that trustees investigate and pursue litigation related to purported loan-level representation and warranty breaches in securitisation deals.
  • Engaging in corporate trust portfolio reviews to identify, mitigate and address legal risk.
  • Representing multiple corporate trustees in connection with proposed settlements arising out of allegations by investors that certain entities had breached loan repurchase and servicing obligations.
  • Representing multiple corporate trustees in connection with multiple transactions involving the transfer of billions of dollars worth of mortgage servicing rights.
  • Representing The Bank of New York Mellon as trustees of RMBS securitizations in negotiating, evaluating, and winning court approval of landmark multi-billion-dollar settlements with loan originators and servicers.
  • Representing The Bank of New York Mellon and Citibank in defence of investor lawsuits alleging failure to investigate and prosecute RMBS servicing and underwriting claims. That representation includes an appellate win in Retirement Board of the Policemen’s Annuity & Benefit Fund v. The Bank of New York Mellon, in which the Second Circuit held that the vast majority of RMBS securities are exempt from the Trust Indenture Act.
  • Representing RMBS trustees in defence of municipal efforts to seize securitized mortgage loans through eminent domain and to fine trustees for building code violations on trust-owned property.
  • Advising RMBS trustees in connection with investor-directed loan-putback litigation.
  • Representing LaSalle Bank as indenture trustee of CDO notes in successful defense of litigation over waterfall terms.

Asia

New Issuances

  • Representing Citicorp International Limited as trustee and collateral agent in connection with multiple issuances of senior notes and private placement notes by a PRC-based real estate group.
  • Representing The Bank of New York Mellon as trustee in connection with the multi-tranche issuance of senior fixed rate notes and senior floating rate notes by a Japanese financial institution pursuant to its shelf registration with the United States Securities and Exchange Commission.
  • Representing The Hongkong and Shanghai Banking Corporation Limited as trustee in connection with the issuance of senior guaranteed perpetual securities guaranteed by a container port and terminal developer and operator.
  • Representing Deutsche Bank as trustee in connection with the issuance of senior unsecured guaranteed bonds by a treasury and financial services provider.
  • Representing The Bank of New York Mellon as trustee in connection with the update and upsize of a global medium term note programme and amendment of the related indenture of a sovereign issuer.
  • Representing Citicorp International Limited as trustee in connection with addition of subsidiary guarantors and collateral and The Hongkong and Shanghai Banking Corporation Limited as trustee and shared security agent and in connection with the addition of subsidiary guarantors and collateral in connection with multiple tranches of senior notes issued by a PRC-based developer and operator of large-scale, integrated logistics and trade centers.
  • Representing Citicorp International Limited as trustee in connection with the partial redemption of senior secured guaranteed notes by a leading telecommunications service provider.
  • Representing Citicorp International Limited as trustee in connection with the dual-tranche issuance of guaranteed senior notes by a leading shopping centre company.
  • Representing The Bank of New York Mellon as trustee in connection with the disposal of a subsidiary guarantor following an internal restructuring of a PRC-based investment group.
  • Representing Citicorp International Limited as trustee in connection with the issuance of zero coupon convertible bonds by a Taiwanese bulk shipowner.
  • Representing The Bank of New York Mellon as trustee in connection with the debut issuance of U.S. dollar-denominated senior notes by a leading Bangladesh-based telecommunications operator.
  • Representing The Hongkong and Shanghai Banking Corporation Limited as trustee and collateral agent in connection with the issuance of credit enhanced bonds issued by a cross border asset management and investment firm.
  • Representing Citicorp International Limited as trustee in connection with the issuance of CNY denominated senior guaranteed bonds by a PRC-based clean energy enterprise.
  • Representing Citicorp International Limited as trustee and collateral agent in connection with the issuance of senior notes by a natural gas utility company.
  • Representing The Bank of New York Mellon as trustee in connection with the private placement of convertible notes by an Indian online travel company.
  • Representing Citicorp International Limited as trustee in connection with the issuance of convertible senior notes by a real estate internet portal company.
  • Representing Deutsche Bank as trustee in connection with the dual-tranche issuance of fixed rate secured senior notes and variable residual rate secured junior notes by an asset management fund.
  • Representing Citicorp International Limited as trustee in connection with the issuance of CNY denominated, CMU-settled guaranteed bonds by a departmental store chain operator.
  • Representing The Bank of New York Mellon as trustee and offshore collateral agent in connection with the issuance of convertible senior notes of a solar energy company pursuant to a multi-jurisdictional debt restructuring, with parallel proceedings in Hong Kong, the Cayman Islands and the United States.
  • Representing The Bank of New York Mellon in connection with an auto loans receivables securitisation.
  • Representing Citicorp International Limited as trustee in connection with the issuance of perpetual subordinated guaranteed capital securities by a renewable energy company.
  • Representing Citicorp International Limited as trustee in connection with the amendment of an intercreditor agreement and share charges in respect of multiple tranches of notes issued by a PRC-based property developer.
  • Representing Citicorp International Limited as trustee and collateral agent in connection with a consent solicitation exercise in respect of multiple tranches of senior notes issued by a PRC-based real estate developer.
  • Representing Citicorp International Limited as fiscal agent and tender agent in connection with the consent solicitation exercise and tender offer through the CMU in respect of senior bonds issued by a internet data centre service provider. The exercise also involved a bondholders meeting in Hong Kong.

Europe

New Issuances

  • US Bank Trustees Limited, as note trustee and security trustee and in its various agency roles, in connection with EUR 410 million commercial mortgage-backed security (CMBS) secured by the Couer Defense office complex in Paris, currently valued at EUR 1.29 billion – the first French CMBS since 2007.
  • Wilmington Trust, as note trustee and security agent, in connection with a high yield notes offering by TES Finance plc of £200 million aggregate principal amount of 6.75% senior secured notes due 2020 and £100 million aggregate principal amount of senior secured floating rate notes due 2020.
  • Wilmington Trust (London) Limited, as security agent, and the lenders under the senior revolving credit facility in connection with the offer by Ideal Standard International S.A. to exchange any an all of its outstanding €275 million 11.75% Senior Secured Notes due 2018 for A-tranche 15.75% Priority PIK Senior Secured Notes due 2018, B-tranche 15.75%/11.75% PIK Toggle Senior Subordinated Secured Notes due 2018 (without option), B-tranche 15.75%/11.75% PIK Toggle Senior Subordinated Secured Notes due 2018 (with option) and C-tranche 17.75%/11.75% Equity Linked PIK Toggle Secured Notes due 2018 and certain equity interests, and the related consent solicitation.
  • Wilmington Trust as security trustee and facility agent in connection with a €250 million Senior Notes offering by Ideal Standard International S.A. pursuant to Rule 144A and Regulation S and a €15 million revolving credit facility.
  • Wilmington Trust as security trustee and agent in connection with a $520 million Senior Notes offering by Almatis Holdings 9 BV pursuant to Rule 144A and Regulation S and a $50 million revolving credit facility.

Restructuring and Contentious Experience

  • Representing Ambac Credit Products LLC and Ambac Assurance Ltd. in a dispute regarding the construction of commercial mortgage backed floating rate notes (Citicorp Trustee Company Limited v Barclays Bank PLC. & Others [2013] EWHC 2608 (Ch)).
  • Commended by the Financial Times in the ‘FT Europe Innovative Lawyers 2015’ report for acting for the trustee of an industry-wide occupational pension scheme in landmark proceedings concerning the development and proposed introduction of a new deficit contribution regime, addressing in particular the nature and extent of trustees’ duties to scheme members and how trustees should approach the exercise of their powers (Merchant Navy Ratings Pension Fund Trustees Limited v Stena Line Ltd & Others [2015] EWHC 448 (Ch)).
  • Defending two Guernsey trustees being sued in the Isle of Man for breach of trust and allegations of dishonesty in making distributions and failing to gather in assets. We vigorously defended the trustees which resulted in a negotiated settlement and all dishonesty allegations being withdrawn.
  • Advising the offshore corporate trustee of an international bank in respect of matters arising from the renewal of a liquidity facility to a securitization transaction, and representing that trustee in an application for directions from the High Court.
  • Representing the trustee in the first case to apply the Supreme Court’s ruling in Futter (clarifying the circumstances in which where trustees’ actions will be void or voidable at the instance of beneficiaries) in the pensions context (Prudential Staff Pensions Limited v. The Prudential Assurance Company Limited & Others [2011] EWHC 960 (Ch)).