International capital markets offerings represent a very substantial portion of Milbank's capital markets practice. Our London-based team is led at partner level by Tom Siebens, an experienced U.S. capital markets and structured finance lawyer and James Warbey, a solicitor with extensive securitisation and derivatives experience. Our team in Germany is led by Munich-based Peter Nussbaum. Together, the team focuses on servicing areas where the firm is particularly strong, including initial public offerings, high-yield bond offerings, project bonds, securitisations and other types of highly structured securities in cross-border offerings. We are fully able to structure and document capital markets offerings under both English, German and New York law.
Our European-based lawyers have particular expertise in the following areas of practice:
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Debt and Equity Capital Markets
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Securitisation and Structured Finance
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Project Bonds
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Restructuring
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Derivatives and Synthetic Products
Debt and Equity Capital Markets
Our product coverage includes investment grade and high yield bonds, mezzanine financing and liquidity and money market instruments (such as commercial paper, medium term note programmes and facility agreements) as well as common and preferred equity, convertible notes, equity enhanced and hybrid instruments. Our practice is extensive in CDOs, securitisation and repackaging structures. We are widely recognised as expert in financings involving structured transactions, including LBOs and MBOs, financed outsourcing, off balance sheet and tax planning structures. Our capital markets practice includes extensive bankruptcy and restructuring expertise. We also have a significant practice in advising both issuers and investors in exempt private placements under Rule 4(2).
Securitisation and Structured Finance
Milbank's Capital Markets team in Europe has extensive securitisation and structured finance expertise. We are one of the leading firms in the European market for Collateralised Debt Obligations (CDOs), acting for lead arrangers as well as portfolio managers. The team has also acted for a range of clients in the securitisation of auto loans and leases, commercial property receivables, hire purchase contracts, mortgages, trade and swap receivables, natural resource receivables, aircraft and loan portfolios and pools of telecom vendor receivables. Our work on repackaging structures includes warrant strips, duration and credit enhancement structures, single issue and portfolio repackaging and stripped, prepaid and accelerated coupon issuances. More generally, the team's expertise is extensive in the structured finance market using capital markets instruments and derivative product techniques to create tax or balance sheet advantages for clients, reprofile existing cash-flows or maximise arbitrage opportunities.
Project Bonds
Since 1993, when Milbank acted on the first ever bond offering to tap public debt markets for independent power projects, we have represented the sponsors and underwriters in public and private debt offerings for numerous U.S. and international projects aggregating in excess of $10 billion. For example, Milbank London acted for the initial purchasers in the £250 million bridge financing and follow-on high yield bond issue to finance the acquisition of the 4,000 MW Drax Power Station in the U.K. - the first instance of a high yield bond being used to finance project assets in Europe - and for the initial purchasers in the concurrent £400 million issue of investment grade bonds to refinance, in part, Drax's outstanding bank debt.
Restructuring
Given Milbank's traditional role as counsel on a wide range of emerging markets financings, our London lawyers have been active on recent restructurings in Europe, Pakistan and Indonesia, particularly in relation to project financings.
As well as bringing U.S. Chapter 11 techniques to the European markets, we have shown strengths in U.K. originated corporate restructurings. Working on a deal that has provided both a benchmark and a precedent for further transactions, we advised on the first U.K. Scheme of Arrangement confirmed in the U.S., acting for the bondholders of Global Telesystems (Europe) Limited, a European telecommunications firm, in its financial restructuring. It was also one of the largest high yield bond workouts to date, Milbank having negotiated a financial restructuring whereby the parent company agreed to give the bondholders 90 per cent of its equity rights and its western European voice telecommunications services.
Among our recent representations in the UK power sector, we advised Drax senior bondholders in the long-term restructuring of the company's £1.3 billion debt through a successful Scheme of Arrangement.
Derivatives and Synthetic Products
Milbank's London lawyers advise a range a range of clients in relation to the structuring and documentation of equity, interest rate, currency, credit and commodity derivatives and synthetic products, both "plain vanilla" and "exotic", and has in depth expertise of ISDA and bespoke derivative documentation. We have also advised on the establishment of a number of rated swap vehicles. The team's experience in derivative and synthetic structures, repo and stock lending transactions, includes both "stand-alone" transactions across the product range and the design of special derivative solutions in the context of structured finance and securitisation transactions, facility agreements and leasing transactions, position and credit risk management, ESOP hedging, deferred consideration in M&A transactions and in the corporate and treasury contexts. The team has also advised on the structuring and documentation of "guaranteed" retail products, including "Guaranteed Equity Bonds" and "Guaranteed Investment Bonds".