Corporate Trust & Agency

Mayer Brown’s global corporate trust and agency team regularly advises market-leading corporate trust providers across the entire product lifecycle. We recognize that corporate trust providers view the financial markets through a different lens—and that’s why we have a dedicated industry-focused team of lawyers experienced in the industry.

Our highly skilled team members are across the Americas, Asia-Pacific and Europe, combining detailed market knowledge of the world’s major financial markets with practical experience. Due to our extensive global reach and depth of industry experience, we provide our clients with efficient, unique insights.

With our decades of market leadership, we offer cutting-edge financial product innovation and technical knowledge, while also balancing risk management concerns against the commercial realities our clients face.

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

New Issuances

• Served as trustee counsel in connection with Continuum Energy Aura’s US$350 million private placement of floating rate notes. This transaction was recognized by India Business Law Journal as one of the winning Deals of the Year 2022 in India.
• Represented TMF Trustee Limited as security trustee and various agency roles on multi-jurisdictional US$1.4 billion debt restructuring for Brazilian sugar and ethanol producer Biosev, which was named one of Global Trade Review’s Best Deals of 2022.
• Acting as LIBOR-transition counsel for Citibank, The Bank of New York Mellon, including for its corporate trust and default administration business line, and HSBC’s agency and trust business line.
• Represented China Construction Bank (Asia) Corporation Limited as trustee in connection with the consent solicitation and exchange offer (and resulting notes issuance) exercise in respect of multiple tranches of notes issued by Zhongliang Holdings Group Company Limited. The consent solicitation resulted in a covenant strip for certain existing tranches of notes and addition of carve-outs to events of default triggers for certain other tranches.
• Advised The Bank of New York Mellon, as indenture trustee, and The Bank of New York Mellon, London Branch, as bond trustee, in connection with the issuance of multiple classes of notes by a statutory trust entity incorporated in Delaware and issuance of Japanese yen-denominated bonds issued by a Japanese limited liability company, respectively, in connection with a Japanese auto loans receivables securitization.
• Advising the trustee and shared security agent in connection with the consent solicitation with respect to eight tranches of notes issued by Zhenro Properties Group Limited conducted concurrently with an exchange offer and consent solicitation relating to four tranches (which included one tranche of notes issued by an affiliate within the same corporate group and serviced by another corporate trust provider) and a consent solicitation relating to perpetual securities.
• Represented The Bank of New York Mellon as trustee in connection with the issuance of US$300 million 8.625% Senior Notes due 2019 by Banglalink Digital Communications Limited. The transaction involved the debut issuance of US dollar-denominated senior notes from Bangladesh.
• Advised the administrative agent in connection with an 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.
• Advising the trustee and shared security agent in connection with the consent solicitation exercise in respect of US$200 million 13.25% Senior Notes due 2018 by Xinyuan Real Estate Co., Ltd.
• Represented 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.
• Represented 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.

Amendments and Servicing

• Represent various corporate trust and loan agency providers on a wide range of matters after closing, including indenture and trust deed compliance and liability management; mitigation of risk; addition/removal of guarantors and addition/release of collateral; and amendments to underlying transaction documents.

Defaults and Restructuring

• Represented Wilmington Trust, as indenture trustee and the largest creditor (holding over US$2 billion in bond debt) of Peabody Energy, the world’s biggest coal manufacturer. As chairperson of the creditors’ committee, negotiated with the deal team to formulate the restructuring plan. Matter was awarded Restructuring Deal of the Year honors for Peabody Energy’s Chapter 11.*
• T&C lawyers represented The Bank of New York Mellon, as trustee, for the notes Oi Group has issued in the international financial markets in connection with Oi Group judicial reorganization case. This transaction won “Restructuring Deal of the Year” at the International Financial Law Review’s Americas Awards 2019 and “Turnaround of the Year” at Global M&A Network’s 11th Annual Turnaround Atlas Awards.
• Represented U.S. Bank, as indenture trustee for several billion dollars of senior secured bonds with liens on American Airlines’ routes, slots, and gates. The restructuring resulted in the combined merger of American Airlines and US Air, the then-largest airline in the world.
• Advised The Bank of New York Mellon in connection with the restructuring of Mongolian Mining Corporation, which was named “Restructuring Deal of the Year” at the International Financial Law Review (IFLR) Asia Awards 2018. Mayer Brown guided BNY Mellon, in its capacity as a trustee for various noteholders, through the various rounds of negotiation that led to an agreed non-binding commercial term sheet and legally binding restructuring support agreement sanctioned in the Cayman Islands and Hong Kong.
• Represented the trustee and offshore accounts bank in the extrajudicial reorganization proceedings in Brazil and Chapter 15 recognition proceedings in the US of Odebrecht Oil & Gas and its subsidiaries and affiliates, which resulted in the successful restructuring and mandatory exchange of more than $2.5 billion of secured notes. International Financial Law Review recognized the matter as its “Restructuring Deal of the Year” at its 2018 Americas Awards, while Latin Lawyer named it in 2017 as its “Restructuring Deal of the Year.”
• Represented indenture trustee and largest creditor of Guaranty Bank in connection with its bankruptcy—one of the top 10 largest savings and loan failures in US history.
• 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.

Litigation & Dispute Resolution

• Represented The Bank of New York Mellon as trustee of RMBS securitizations in negotiating, evaluating, and winning court approval of landmark multi-billion-dollar settlements with loan originators and servicers, and continuing to represent the Bank in all aspects of RMBS-related and corporate trust litigation.
• We represented The Bank of New York Mellon and a group of co-defendant securitization trustees in securing a milestone victory before the New York Court of Appeals. In its majority opinion, the Court of Appeals reversed an earlier First Department ruling and held that the relevant agreements did not impose an expansive duty on the trustees to enforce repurchase rights. The decision spells the end of most contract and tort claims advanced by plaintiffs and similarly situated investors in dozens of other pending cases.
• Earned an important victory on behalf of The Bank of New York Mellon (BNYM), as trustee for 278 residential mortgage-backed securities. The First Department unanimously affirmed the lower court’s decision that BNYM had correctly calculated payments to certain classes of Certificate holders. The court found that, while the contracts were ambiguous, the trial court had properly relied upon BNYM’s course of conduct to resolve the dispute, and that it was correct to do so without discovery.
• Appointed by Wilmington Trust as special litigation counsel in the Hellas Telecommunications bankruptcy. We are prosecuting complex fraud and recovery actions against two private equity funds on behalf of the holders of a billion-dollar judgment against the failed Greek telecom company.
• Won dismissal of suits brought by the Federal Deposit Insurance Corporation (FDIC) against The Bank of New York Mellon and another trustee. The court found that because the FDIC had sold its RMBS securities into a resecuritization trust, it lacked standing to sue the trustees of the underlying securitizations.
• Advised Wilmington Trust, as trustee and agent, and the common security trustee and agent in connection with the issuance of five tranches of high-yield notes, mandatorily exchangeable bonds and contingent value rights by Kaisa Group Holdings Ltd. in connection with its offshore debt restructuring pursuant to the schemes of arrangement in Hong Kong and the Cayman Islands. Kaisa also filed a Chapter 15 petition in Manhattan to seek the US recognition of its debt restructuring agreement with offshore creditors.
• Representing The Bank of New York Mellon and another trustee in defense 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 LaSalle Bank as indenture trustee of CDO notes in successful defense of litigation over waterfall terms.
• 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)).
• Representing multiple corporate trustees in connection with contentious negotiations with vulture-fund investors and other security holders requesting that trustees investigate and pursue litigation related to purported loan-level representation and warranty breaches in securitization deals.
• Representing RMBS trustees in defense of municipal efforts to seize securitized mortgage loans through eminent domain and to fine trustees for building code violations on trust-owned property.
• 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.
• Advising RMBS trustees in connection with investor-directed loan-putback litigation.