Overview

Our lawyers regularly advise market-leading corporate trust and agency providers in their various roles on banking, structured finance and capital markets transactions.

Extensive industry experience

We regularly advise market-leading corporate trust and agency providers in their various roles on banking, structured finance and capital markets transactions, including note trustee, security trustee, cash manager, calculation agent and custodian roles. We have experience and expertise in providing advice on new issuance and post-issuance matters, including compliance, redemption and liability management exercises as well as potential and actual defaults, enforcement actions, liquidations, refinancings and restructurings.

Global coverage across Europe, Asia and The Americas

Following the successes of our corporate trust and agency practices in the Americas and Asia-Pacific and the impressive work undertaken for trust and agency service providers by our insolvency, restructuring, litigation and dispute resolution teams globally, Mayer Brown recently expanded its capital markets offering with the establishment of a dedicated corporate trust and agency practice in London.

Our European, Americas and Asia practices work together as a global corporate trust and agency team that few other law firms can match. Combining detailed market knowledge of the world’s major financial markets with practical experience, our global corporate trust and agency team provides an integrated approach to legal services to support your business.

Cross-disciplinary approach

To provide the highest quality client service, we use our integrated network of highly skilled lawyers in related practice areas, such as our restructuring, litigation and dispute resolution groups to form multi-disciplinary teams customized for your requirements. We supplement our core global corporate trust and agency team with lawyers from other practices as matters dictate. Given the diversity of our corporate trust and agency practice, each of our insolvency, restructuring, tax, regulatory, litigation and dispute resolution teams has professionals with experience in advising corporate trust and agency providers - and these professionals complement the core team of advisers.

Our lawyers are noted for their commercial, approachable style and for applying first-class deal management and negotiation skills to ensure that even the most complex corporate trust and agency representations are executed in a constructive, practical and timely manner. We recognize that our service ‘style’ and negotiation strategies reflect on our clients, and we strive to align our approach with your preferences to benefit your business.

Expérience

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)).
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