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Capital Markets

Combining the knowledge and experience of more than 150 capital markets lawyers, Mayer Brown’s Capital Markets practice regularly advises issuers and underwriters in some of the most complex financing transactions.

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Recent experience includes:

Debt Capital Markets

  • Sociedad Concesionaria Autovía de la Plata in its offering of €184.5 million of project bonds to refinance a 49km stretch of the A66 motorway northwest of Madrid.
  • Represented Development Bank of Mongolia LLC in the establishment of a $600 million Euro Medium Term Note Programme.
  • Represented Barclays Bank, Bayerische Landesbank, BNP Paribas, Danske Bank and RBC Capital as joint book-running managers in the issuance by Volkswagen Leasing GmbH of €750 million 3.25 percent fixed-rate notes due 2014 and €750 million 2.25 percent fixed-rate notes due 2014 issued under the €18 billion Debt Issuance Programme.
  • Represented BofA Merrill Lynch, Citigroup, Mizuho International and Morgan Stanley as joint book-running managers in the issuance by The Dow Chemical Company of $1.25 billion 4.125 percent notes due 2021 and $750 million 5.25 percent notes due 2041.
  • Represented Beijing Enterprises Holdings Limited in the Rule 144A/Reg S issuance of $600 million 5 percent guaranteed senior notes due 2021 and $400 million 6.375 percent guaranteed senior notes due 2041.
  • Represented Crédit Agricole, Natixis and Oddo Corporate Finance as joint book-running managers in the issuance by Assystem of €92 million 4 percent convertible bonds due 2017 (ORNANE).
  • Represented JSC Kazkommertsbank in the issuance of $300 million 8.5 percent notes due 2018 issued under a $2 billion Debt Issuance Programme.
  • Represented HSBC Securities (USA) Inc. on the establishment of a $3 billion Global Medium Term Note Programme for HSBC Bank Brasil S.A. – Banco Múltiplo (HSBC Brazil) and advised the underwriters led by HSBC Securities (USA) Inc. on the inaugural $500 million Rule 144A/Regulation S 4 percent senior notes offering by HSBC Brazil under this program. Our association firm, Tauil & Chequer Advogados, advised on the Brazilian law aspects of the transaction.
  • Represented BofA Merrill Lynch, Citigroup and J.P. Morgan as joint lead remarketing agents in the remarketing by Archer Daniels Midland Company of $1.75 billion 4.7 percent debentures due 2041, originally issued as components of the 35 million equity units issued in June 2008, remarketed into two series of debt securities including $750 million 4.479 percent notes due 2021 and $1 billion 5.765 percent debentures due 2041.

Equity Capital Markets

  • JP Morgan and UBS as joint global coordinators of the €764 million IPO of Euskaltel, S.A. on the Spanish stock exchanges.
  • JP Morgan, Nomura and Santander as joint global coordinators of the €625 million IPO of Talgo, S.A., the Spanish high-speed train manufacturer, on the Spanish stock exchanges.
  • Naturhouse Health, S.A. in its €72 million IPO on the Spanish stock exchanges.
  • Aena, S.A., the world’s largest airport operator, and Enaire, a Spanish government entity and the selling shareholder, in Aena’s €4.3 billion IPO.
  • Trebol International BV, an investment fund managed by CVC Capital Partners, in its €1.1 billion private placement of shares of Abertis Infraestructuras, S.A. in an accelerated bookbuilt offering.
  • Liberbank, S.A. on its combined €317 million accelerated bookbuilt offering and €475 million rights offering of shares.
  • Standard Bank and Renaissance Capital as managers of the US$98.7 million sale of shares in Umeme Limited, an energy distribution network company in Uganda, by Umeme Holding Limited.
  • Represented Helaba Landesbank as underwriter in F. Reichelt AG’s capital increase by cash and non-cash contributions.
  • Represented Duff & Phelps Global Utility Income Fund Inc. in its $735 million initial public offering.
  • Represented Jellybook Limited in its initial public offering on AIM.
  • Represented Numis Securities as underwriter in the £65 million firm placing and open offer by JJB Sports Plc of new ordinary shares.
  • Represented China State Construction International Holdings Ltd. in a HK$3.6 billion one-for-five rights issue.
  • Represented Hang Lung Properties Ltd. in the HK$10.9 billion follow-on equity offering by way of placing and top-up.
  • Represented Coolpoint Energy Ltd. in the HK$758 million placing and subscription agreement by way of placing and top-up.
  • Represented Elara Capital Plc as lead manager and sole bookrunner in relation to the listing of Hoang Anh Gia Lai Joint Stock Company’s (HAGL) global depository receipts on the Official List–the first overseas listing of a Vietnamese Company.

Liability Management

  • Novagalicia Banco in its debt tender offer to repurchase up to €400 million of covered notes.
  • Caixa Económica Montepio Geral, in its debt tender offers to repurchase mortgage backed notes.
  • Represented Cosipa Commercial Ltd., as issuer, and Usinas Siderurgicas De Minas Gerais S.A. (USIMINAS), as guarantor, in the consent solicitation to amend the indenture for $200 million 8.25 percent Series 2 medium term notes due 2016.
  • Represented ProLogis, L.P. and Prologis Inc., the survivor in the January 2011 merger of AMB Property Corporation, in its offer to exchange all outstanding notes of 14 series of notes and 4 series of convertible senior notes and solicitation of consents to amend the related indenture.
  • Represented Citigroup Global Markets, Inc. as dealer manager in Ascent Media Corporation’s offer to purchase for cash any and all outstanding floating-rate notes due 2027 that were originally issued by Meridian Funding Company LLC. Meridian is a conduit that holds loans, receivables and other related instruments.
  • Represented PT Indika Energy Tbk in its offer to exchange up to $185 million of Indo Integrated Energy B.V.'s 8.5 percent senior notes due 2012 for Indo Energy Finance B.V.'s 7 percent senior notes due 2018 and in the consent solicitations for Indo Integrated Energy’s 8.5 percent senior notes due 2012 and 9.75 percent senior notes due 2016.
  • Represented Citigroup Global Markets, Inc. as dealer manager in the fixed spread tender offer by Exploraciones y Perforadora Central, S.A. de C.V. to purchase for cash any and all outstanding US Government Guaranteed Export Ship Financing Obligations, TONALA Series A and TONALA Series B.
  • Represented Barclays Capital Inc. and BofA Merrill Lynch as dealer manager in the fixed-price tender offer by OneBeacon U.S. Holdings, Inc. to purchase for cash up to $200 million of 5.875 percent senior notes due 2013.

Structured Finance

  • Barclays Bank plc in the creation and updating of its $10 billion Global Collateralised Medium Term Note programme, and the execution and listing of issuances thereunder.
  • Represented Embarcadero Re in the issuance of a $150 million catastrophe bond, the proceeds of which collateralize a reinsurance agreement with the California Earthquake Authority (CEA).
  • Represented a major bank as arranger, sponsor and administrative agent, as well as its commercial paper conduit, Nieuw Amsterdam Receivables Corp., and the syndicate group in a $700 million securitization of trade receivables originated by subsidiaries of Bunge Limited across the United States, Canada and Europe.
  • Represented Santander Global Banking and Markets as arranger and Santander Consumer Bank as originator in relation to a £1.1 billion securitization of a pool of Norwegian auto loan receivables.
  • Represented a major bank in the first-ever offering in the United States of asset-backed securities backed by Australian auto leases.
  • Represented a major bank in a diversified payment rights transaction involving the exchange of $691 million 144A/Reg S floating rate notes. This was the first capital markets exchange of a monoline-insurer-wrapped future flow transaction.
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