Debt Capital Markets

The Practice

The Finance Group at Arthur Cox is the largest of its kind in Ireland and is constantly at the forefront of developments in finance law and practice. Our practice revolves around four key areas, including asset management and investment funds, banking and other lending transactions, debt capital markets/structured finance and financial regulation. Our finance team is made up of lawyers who are experts in all of these areas. We pride ourselves in offering clients a joined up and integrated approach across practice areas and we excel at advising on transactions which require advice in a number of areas of finance and other areas of law.

The combined strength of our Tax and Debt Capital Markets groups has given us a significant edge in the international debt capital markets. In this regard, we continue to be by far the leading advisor on Russian LPN issues using Irish special purpose vehicles, whilst also advising on Russian securitisation transactions and ECP programmes.

Cormac Kissane (ex Clifford Chance and Sidleys) and Glenn Butt (an ex Allen & Overy Capital Markets partner) are the specialist debt capital markets partners within the Capital Markets Group. Between them they hold a wide range of expertise and experience, having had extensive experience as lead lawyers at major international law firms.

The strength of our tax practice, headed by Conor Hurley (ex Linklaters partner), and including senior tax partner, Caroline Devlin and partners Fintan Clancy (ex Skadden) and Ailish Finnerty, is integral to the success of our Capital Markets Group.  We work extremely closely with our Tax Group and they play a significant role in all of our debt capital markets transactions.

We have a specialist business dedicated to advising clients on the listing of debt securities on the Irish Stock Exchange. Arthur Cox Listing Service (ACLS) has been tremendously successful and Director of Listings Helen Berrill (ex Irish Stock Exchange) heads up the listing team. Clients benefit from the one-stop shop offered by our Listings and Capital Markets Groups. ACLS advises European, US and Russian clients on the listing of a wide range of debt products including high yield debt, MTN programmes, CDOs, CLOs, securitisation, US shelf programmes and exchange offers. ACLS listed the first Islamic Finance programme on the Irish Stock Exchange. ACLS, in combination with lawyers from the Capital Markets Group, also advises on the application of the Prospectus Directive, Market Abuse Directive and Transparency Directive from a listing perspective.

We also work closely with our Financial Regulation Group when advising issuers, banks, financial institutions and other businesses on Irish regulatory and compliance issues. We have particular experience in advising clients on market abuse and related issues, regulatory capital treatment of securities and transactions and issues relating to the conduct of investment business in Ireland.

Our Structured Finance and Securitisation Group also advises on a wide range of structured finance and securitisation transactions.

Experience

Some of the recent transactions in which the Debt Capital Markets Group has been involved include:

  • In January 2014, advising the managers of a €3.75 billion 10 year bond issue by the State of Ireland, acting though its agent, the National Treasury Management Agency.  This was the first bond issued by Ireland since Ireland exited the EU/IMF bailout.  We have advised the managers of all of Ireland’s public level issues since 2007
  • Advising on the amendments to the GRAND securitisation sponsored by Deutsche Annington which took effect in January 2013, the first and only CMBS transaction to be amended by way of scheme of arrangement and shortlisted for IFLR’s  Deal of the Year in 2013.
  • Acting, over the last 12-18 months, on Russian LPN, bond issues and ECP programmes for, among others, the following entities: AHML, Federal Grid, Gazprombank, VTB, VEB, Rosneft, Uralkali, Norilisk Nickel, EDC, Borets, Metallionvest, Brunswich Railways, RenCredit, Alfa Bank, ABH Financial, Domodedovo Airport, Russian Railways, Promsvyaz and Probusinessbank.
  • Advising Eircom on its first ever high yield bond transaction in April 2013, an issue of €350 million senior notes used to refinance outstanding bank debt.
  • Advising the dealers and managers on covered bond programmes for AIB, Bank of Ireland and EBS Building Society and all syndicated issues under these programmes and in November 2013 advising Morgan Stanley on the first public Irish RMBS since the financial crisis.
  • Advising Blackstone/Apollo/Avoca Capital/Citibank/CSFB on CLO 2.0 transactions in 2013, including the establishment of the first Irish based CLO since the financial crisis for Apollo.
  • Advising sellers, purchasers and financers on numerous sales of portfolios for Irish corporate consumer and property loans including GE, CarVal and Blackstone.
  • Advising VTB (a Russian company) and VTB Eurasia Limited (an Irish company) on the issue by VTB Eurasia Limited of U.S.$2,250,000,000 Perpetual Loan Participation Notes .  This was the first hybrid tier-1 debt deal for a Russian bank.
  • Advising numerous issuers and managers on high yield bond transactions for Avanza, Vue Cinema, Interxion, Ingersoll-Rand, CHC Helicopter, Amarin Corporation, Europcar, Viridian and Inaer Aviation.
  • Advising financial institutions, investment managers and funds in relation to OTC and cleared derivatives documentation and providing legal opinions on the enforceability of close-out netting provisions and collateral arrangements documented using industry standard or bespoke derivatives, stock-lending, repo and prime brokerage documentation.