debt capital markets/ structured and project bonds...

DLA Piper is a global law fi rm operating through various separate and distinct legal entities.

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DEBT CAPITAL MARKETS/ STRUCTURED AND PROJECT BONDS

02 | Debt Capital Markets/Structured and Project Bonds

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ABOUT THE FIRM

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14 | Debt Capital Markets/ Structured and Project Bonds

Pavel Marc Partner – Czech RepublicT +420 222 817 402 [email protected]

Oleksandr Kurdydyk Partner – UkraineT +380 44 490 95 70 [email protected]

Gerard Kneppers Partner – NetherlandsT +31 (0)20 5419 811 [email protected]

Vyacheslav Khorovskiy Partner – RussiaT +7 (495)221 4477 [email protected]

Nina-Luisa Siedler Partner – GermanyT +49 (0)30 300 13 14 11 [email protected]

Ignacio Gómez-Sancha Partner – SpainT +34 91 319 1212 [email protected]

www.dlapiper.com | 03

DEPTH AND QUALITY OF EXPERIENCE

DLA Piper has invested signifi cantly over the past few years in its Capital Markets practice and is regularly instructed and has acted on key complex, innovative and high profi le bond transactions, both in the UK and internationally.

Our Debt Capital Markets and Project Bonds practice includes market leading lawyers with a wealth of expertise across the spectrum of debt capital markets products. Our award-winning team can draw from the widest pool of experience and benefi t from our international depth and breadth. We are viewed as market leaders in the areas of Structured and Project Finance and have seamlessly advised on numerous highly complex projects, involving alternative forms of fi nance, including EIB project bonds, monoline guaranteed project bonds, unwrapped project bonds, and guarantee schemes (in the UK and elsewhere).

We have more than 200 lawyers practising in structured fi nance and capital markets transactions, including project bonds, on an international basis. The team is supported by our leading projects, corporate and tax teams and, as required, works together with our regulatory, litigation and restructuring teams, enabling us to call on over 2,000 lawyers within these areas to complete large and/or complex and multi-disciplinary products. This work includes advising the full range of industry participants as well as regulators, ensuring that we have a good understanding of the needs and motivations of all the key players.

WE ARE AT THE FOREFRONT OF USING CAPITAL MARKETS AND GOVERNMENT SUPPORTED FINANCING SUCH AS THE UK GUARANTEE SCHEME (“UKGS”) FOR INFRASTRUCTURE

The UK Treasury is proposing that the UKGS is used on the Mersey Gateway Project where we are advising the local authority, Halton Borough Council, in relation to its procurement of this pathfi nder, high profi le, £450 million Mersey river crossing. The Mersey Gateway Project will build a new 6-lane toll bridge over the Mersey between the towns of Runcorn and Widnes.

The project has pre-qualifi ed for the UKGS and we have worked with the Council, bidders, Government and Treasury to assist bidders to take advantage of the credit enhancement options available for the project in the context of a live procurement, understanding the implications of those options on PPP documentation and supporting the development of proposals involving the UKGS alongside project fi nance and capital markets solutions as part of a competitive dialogue competition.

Experience such as this ensures that we have an in-depth understanding of deal mechanics and will allow us to bring time and knowledge effi ciencies to the table.

OUR UNDERSTANDING OF THE MARKETS

Given the challenging markets over the past four years, the impact of the fi nancial crisis on monoline insurers and the adverse legislative and regulatory repercussions which are still being felt, it is impossible to predict with any degree of certainty what the new paradigms for structured and project bond issuance will be as the capital markets recover. It is, however, reasonable to assume that the international DLA Piper platform, with its rare combination of multi-speciality expertise, thought leadership and entrepreneurship, is uniquely situated to play a vital role in the rebuilding and reshaping of the markets of the future.

We have applied our market understanding when working on innovative and pathfi nder projects which incorporate alternative forms of funding. Examples include, amongst other things, advising on projects currently road testing UK guarantee schemes (e.g. Mersey Gateway); advising on monoline wrapped project bonds (e.g. A5 motorway project, Austria); and advising on one of the fi rst projects to reach fi nancial close with GIB funding (Wakefi eld Waste).

We are also advising on a new wave of post crisis projects that will utilise bond market funding to fi nance infrastructure within the parameters set out under the PF2 model.


OUR INTERNATIONAL AND UK CAPITAL MARKETS PRACTICE

Our International Capital Markets practice comprises more than 200 lawyers worldwide, with presence in most of the world’s key fi nancial centres.

Our UK Capital Markets practice is based in our London offi ce and comprises ten partners and 25 associates. These lawyers specialise in equity and debt capital markets offerings, including structured bonds and project bonds, and work closely with experienced capital markets lawyers in a number of our offi ces across EMEA as well as in Asia and the United States.

ADVISING MARKET PARTICIPANTS ON THE FULL SPECTRUM OF TRANSACTIONS

Our Capital Markets lawyers advise issuers, underwriters, selling shareholders, sponsors, arrangers, lead managers, originators, dealers, trustees and depositaries on a broad range of capital markets offerings, including equity, equity-linked and debt securities,

The ‘service and advice are top class’ at DLA Piper UK LLP Debt Capital Markets – Legal 500 2012

OUR DEBT CAPITAL MARKETS EXPERTISE

structured and project fi nancings and securitisations and collaborate with our derivatives, fi nancial regulation and tax practices both in London and our other EMEA offi ces and in the United States.

OUR DEBT CAPITAL MARKETS PRACTICE

Our Capital Markets practice has represented issuers and investment banks on numerous debt securities offerings in both corporate fi nance and structured fi nance debt capital markets transactions. In the corporate fi nance area, we advise on issuances of investment grade, high-yield, convertible and exchangeable debt securities, eurobonds, debt issuance, commercial paper and Medium Term Note (MTN) programmes. In the structured fi nance area, we advise on securitisations, project and infrastructure bonds, structured notes and derivatives. We also advise on debt capital markets liability management transactions, including consent solicitations, bond tender offers and exchange offers and advise banks and insurance companies on a range of regulatory capital transactions.

With both English- and US-qualifi ed lawyers in the practice, we are able to advise on the full range of Regulation S, Rule 144A and SEC-Registered debt offerings.

Our debt securities lawyers work closely with our derivatives, banking, projects, restructuring, regulatory, corporate, real estate, litigation and tax experts to deliver complete advice on any type of fi nancing seeking to tap the debt capital markets for various types of complex products or structures and from various jurisdictions.

OUR INTERNATIONAL PLATFORM SUPPORTS OUR CLIENTS’ CAPITAL MARKETS INITIATIVES

We have built a signifi cant international platform, including well-established and comprehensive practice capabilities, deep industry knowledge in key growth sectors and access to international funding sources through our strong relationships with the business and funding communities, including investment banks and the private equity, hedge fund and venture capital fund communities.


KEY CONTACTS

Attila K. Csongrady Partner – CEET +43 1 531 78 1750 [email protected]

Martin BartlamPartner & Practice Group HeadT +44 (0)207 796 [email protected]

Fabrice Armand Partner – FranceT +33 (0)1 40 15 24 43 [email protected]

Ugo Calò Partner – ItalyT +39 02 80 618 1 [email protected]

Gábor BorbélyPartner – HungaryT +36 1 510 [email protected]

Yves Brosens Partner – BelgiumT +32 (0)2 500 1509 [email protected]


■ Advising the MOD on a project bond, with a monoline wrap from AMBAC, for the £2billion redevelopment of Colchester Garrison;

■ Advising monoline insurance company as bond insurer in the limited recourse $42,500,000 synthetic fi xed, auction rate bond fi nancing underwritten by UBS PaineWebber Inc. for the renovation and expansion of America West Arena in Phoenix, Arizona, home of the NBA’s Phoenix Suns;

■ Advising a fi nancial institution as arranger in the restructuring of US$1 billion future fl ow securitisation programme for a major Turkish bank to include bank and bond debt, the issue of 11 tranches of Notes wrapped by 4 different monolines and a partial conduit securitisation;

■ Advising monoline insurance companies (AMBAC, Financial Security Assurance, and MBIA) and liquidity providers in several asset-backed securitization transactions involving commercial loans (car loans, steel, timber) and high-yield debt collateral repackaged as CDOs;

■ Advising a monoline insurer and bond arranger on the fi nancing and concession documentation in support of a consortium’s successful bid for the A13 shadow toll concession;

■ Advising the fi nancing bank as arranger and lead lender in a monoline wrapped bond fi nancing for the acquisition of a portfolio of wind farms in Germany and France;

■ Advising a monoline insurer in connection with a swap surety on basis swaps entered into in connection with Yankee’s stadium fi nancings;

■ Advising a monoline and syndicate of banks to one of the bidders at BAFO for the M1 Westlink road project in Northern Ireland; and

■ Advising monoline insurers and arranging banks to a short-listed bidder in the BAFO for the DLR Woolwich Extension, involving a tunnel under the Thames.


Using our international platform, our capital markets group provides the effi ciencies of local and cross-border on-the-ground support. We maintain a signifi cant presence throughout Europe, including in France, Germany, Spain, Italy, Austria, Belgium (including a Luxembourg law practice), Netherlands, Ukraine, Poland and several other CEE countries. DLA Piper’s specialists from our offi ces in Europe, Asia, Middle East, North America, South America and Australia cooperate with the UK lawyers on a daily basis. As a result, we provide comprehensive legal and tax advisory services related to domestic and international projects. Our cohesive organisational structure ensures the constant exchange of know-how as well as fl uid and effective internal communication.

With our broad cross-border experience and our extensive international network, we are in a unique position to deliver integrated advice and support for truly international transactions, involving a number of different jurisdictions, operating closely together and coordinating as one team to provide reliable and effi cient services to our clients.

Our strong international platform and the commitment it represents is why many issuers, shareholders, sponsors, arrangers and underwriters rely on our Capital Markets group to deliver global advice and unmatched local resources to support private and public equity and debt capital raising transactions.

WE PROVIDE ENGLISH, US AND LOCAL LAW ADVICE

Our international Capital Markets practice includes capital markets lawyers qualifi ed to practice in several jurisdictions, including across Europe, Asia-Pacifi c and the United States, and offers integrated securities advice on complex, cross-border transactions.

Our UK Capital Markets team includes lawyers qualifi ed in English law as well as a number of US qualifi ed lawyers familiar with offerings of securities into the United States by European issuers. We also have strong US capital markets teams in New York, Chicago, Washington D.C. and the U.S. West Coast.

OUR LISTINGS EXPERTISE

We have a strong track record in handling capital markets issues listing either in London or elsewhere internationally. In particular, we have completed listings on various exchanges, including the Main Market, AIM and ORB on the London Stock Exchange, Luxembourg Stock Exchange, Irish Stock Exchange, Frankfurt Stock Exchange, Warsaw Stock Exchange and various other European exchanges, as well as the Singapore Exchange, Hong Kong Stock Exchange, New York Stock Exchange and NASDAQ.

Our expertise includes the listing of shares, bonds and other debt, equity and equity-linked securities through a variety of complex structures.

WE WORK WITH OUR CLIENTS TO ACHIEVE A COMMERCIAL SOLUTION ON TRANSACTIONS

DLA Piper’s Capital Markets practice in the UK consists of advisers with wide experience gained on numerous transactions performed for all types of entities including banks, international and local corporations, governments, international fi nancial institutions, investment funds, consortium members and private investors.

Our lawyers take a pragmatic, commercially driven approach to the structuring and execution of capital markets transactions. Where workload and negotiating pressure points are likely to arise we are proactive in helping our clients to respond effi ciently and effectively to these challenges. Our experience allows us to anticipate and solve issues before they become problems. We believe this offers material benefi ts to our clients.

At DLA Piper, we offer comprehensive support to our clients at all stages of the transaction, starting with planning the structure of fi nancing (including term-sheets), through negotiations of transaction documents, establishment of security, verifi cation of other documents, to the disbursement of funding.

Effective combination of practice skills and geographical reach is essential in an increasingly complex and global economic environment. Our ability to deliver an effi cient integrated service


TAX EFFICIENCY

BOND AND NOTE ISSUANCE

INTERCREDITORAND SECURITY ISSUES

EQUITY FINANCE

DERIVATIVES

CORPORATE SUPPORTAND ADVISORY

INSOLVENCY PROTECTIONSAND ENFORCEMENT ISSUES

CROSS BORDERAND TRANSPARENCYISSUES

FINANCIALREGULATION AND

EFFICIENT CAPITALSTRUCTURING

allows us to offer quick and high quality solutions with signifi cant savings for clients in terms of administration, management time and bureaucracy. Our solutions are both legally effective and economically attractive.

We are accustomed to working with our clients to create new and innovative products, which are often complex and bespoke or the fi rst of their kind. In designing such products, we bring together the skillsets necessary to achieve the commercial solution desired by our clients.

As the markets continue to develop post the credit crisis, we are at the forefront of developing new products to serve our clients’ needs.


■ Advising the consortium of BESI X, Eiffage, Heijmans and Stadsbader Flamand on its bid for the €500 million A11 Bruges-Westkapelle road PPP in Belgium’s Flanders region. The road forms part of the Trans-European Transport Network (TEN -T) and is one of the pilot projects for the EU and EIB’s Project Bond 2020 initiative;

■ Advising the Catalyst consortium in connection with the fi nancing documents for the £470 million Ambac wrapped bond and EIB loan for Manchester Children’s Hospital;

■ Advising Deutsche Bank in the hybrid project bond fi nancing of a 20 MW solar power plant in Spain;

■ Advising the Bonaventura consortium as project company and the issuer on project bond issues for the Austrian A5 Nordautobahn motorway project, involving the issue by Ostregion Investmentgesellschaft Nr. S.A. of €425 million Floating Rate Guaranteed Secured Senior Bonds due 2039 (guaranteed by Ambac), €100 million 4.304 per cent. Secured Junior Bonds due 2010 and €78 million Floating Rate Secured Mezzanine Bonds due 2039;

■ Advising UniCredit Bank AG as lead manager on the “Breeze 3” project securitisation of German and French wind farms, involving the issue by Breeze Finance S.A. of €455 million bonds;

■ Advising UniCredit Bank AG as arranger to the Ocean Breeze Finance €1,161 million Euro Note Programme;

■ Advising Keele Residential Funding plc as the issuer on a tender offer and new structured bond issue to fi nance Keele University, involving the issue of £137,450,000 2.108 per cent guaranteed secured bonds due 2047;

■ Advising the funders on the acquisition and bond refi nancing of the Scotland Northern Ireland Pipeline (Gas);

■ Advising a public authority in connection with the procurement, development and project bond fi nancing of a 60 MW, US$154 million publicly fi nanced greenfi eld biomass energy project in Baltimore and Maryland;

■ Advising Peru’s Terminales Portuarios Euroandinos Paita (TPEP) on the $110 million Rule 144A/Reg S offering of senior secured notes due 2037 to fund the expansion of the Port of Paita in Peru;

■ Advising as transaction counsel in an up to Reg S US$837,750,000 issuance of project bonds for the fi nancing of the Autopista del Sol Toll Road, Trujillo-Sullana section, in Peru;

■ Advising the arranger and initial purchaser in a Reg S US$792,000,000 issuance of project bonds for the fi nancing of the Taboada water treatment facility in Peru;

■ Advising the arranger and initial purchaser in a Reg S US$320,000,000 issuance of project bonds for the fi nancing of the Huascacocha water treatment facility in Peru;

■ Advising the arranger and initial purchaser in a Rule 144A/Reg S US$254 million project bond offering for the fi nancing of the Tramo 5 section of the IIRSA Sur toll road project in Peru;

■ Advising the initial purchaser in a Rule 144A/ Reg S US$164.9 million issuance of project bonds for the Jorge Chávez International Airport in Lima, Peru;

■ Advising the issuer, arranger and initial purchaser in a Rule 144A/Reg S US$1.2 billion issuance of project bonds for the fi nancing of the Tramo 2 and 3 sections of the IIRSA Sur toll road project in Peru;

■ Advising the monoline insurer on the commercial aspects of the Exeter Court Centre project including the vires of the Lord Chancellors department. This project won the award for best accommodation project under £20 million PFI Awards in London;


OUR STRUCTURED AND PROJECT BONDS EXPERIENCE“The interaction and quality at partner level is outstanding. They know how to judge and manage a negotiation.” Sources add that the team’s advice is “absolutely concise and straight to the point.” – Chambers 2012

We are viewed as market leaders in the areas of Structured and Project Finance and have advised on some of the world’s most prestigious and largest projects. With dedicated teams of lawyers from different countries sharing their knowledge, we are organised specifi cally to deliver thought leadership to clients across the infrastructure sector and our award-winning team is recognised as being at the forefront of international PPP developments.

We work across the full range of infrastructure sectors and have acted for all project participants representing procuring authorities, bidding consortia, sub-contractors and funders giving us an invaluable insight as to the drivers and key requirements of all of the players.

Working with issuers, sponsors, arrangers and lead managers, we provides expert advice on raising project fi nance funds in the debt capital markets. Several of the project bond transactions on which our team has acted have been recognised and won awards, both in the UK and internationally.

ALTERNATIVE METHODS OF PROJECT BOND FINANCING AND MONOLINES EXPERIENCE

Participants in infrastructure fi nancing are increasingly looking at bond markets as an alternative funding option due to

■ the provision of access to a long term fi xed rate market (index linked or not) which may also avoid swap costs; and

■ the increasing political pressure to use capital markets as seen through access to government support schemes (2020 Project, IUK etc.)

Our team have experience of project bonds since the earliest days in the mid-1990s. We understand the roles that the monoline guarantors played when they were supporting project bond deals pre-credit crisis. We also understand the challenges that exist now, particularly surrounding issues relating to the nature of funds, certainty and fl exibility of funding, controlling creditor and bondholder consent processes, credit enhancement and credit rating challenges, and working with bond investors who may not wish to take on construction and development risk issues.

HIGHLIGHT EXPERIENCE

Mersey Gateway Project

■ Advising the authority on the Mersey Gateway project where we have been engaged with IUK, DfT and HMT in respect of how UK Guarantees were introduced into the process during the tender phase, understanding the basis upon which UK guarantees are going to be used by the different bidders and the interface with the live procurement. We therefore have an understanding of the different fi nance structures being proposed by bidders to make use of UKGS, and the overall approach to fi nancing;


■ Advising Banco Santander S.A. on the issue by Besaya ECA Limited of US$470 million secured variable rate notes due 2016 listed on the Irish Stock Exchange. The transaction involved the securitisation of a portfolio of international export credit loans;

■ Advising Standard Bank Plc on its US$3 billion Fiduciary Note Programme. The programme structure enables Standard Bank to create tradable securities for investors in Europe and the United States based on the returns from holding underlying African assets, such as loans and domestic sovereign bonds;

■ Advising Dignity plc on its consent solicitation exercise to Noteholders and further issue of Notes in connection with its whole business securitisation. The securitisation involved the issue by Dignity Finance plc of (in total) £204,200,000 Class A Secured 6.310 per cent. Notes due 2023 and £165,600,000 Class B Secured 8.151 per cent. Notes due 2031, listed on the Irish Stock Exchange;

■ Advising Greek Consignments, Loans and Deposits Fund (TPD) in its €1 billion mortgage-backed securitisation;

HIGHLIGHT TRANSACTIONS

■ Advising Eastern Power Networks Plc, London Power Networks Plc and South Eastern Power Networks Plc as issuers on their £10 billion Euro Medium Term Note Programme;

■ Advising Places for People Homes Limited as issuer and guarantor and Places for People Capital Markets plc as issuer on the establishment and updates of their £650 million Euro Medium Term Note Programme;

■ Advising Places for People Capital Markets plc on its public bond issue of £40 million 1 per cent. RPI Linked Notes due 2022, listed by the UK Listing Authority and admitted to trading on the London Stock Exchange’s ORB platform;

■ Advising Repsol YPF, S.A. on its €10 billion Guaranteed EMTN Programme;

■ Advising Morgan Stanley and BoA Merrill Lynch in connection with the annual updates of the MTN program of MashreqBanq, a leading bank in the Gulf;

■ Advising BP plc as the issuer on its US Commercial Paper Program;

■ Advising Northern Gas Networks Finance plc as issuer and Northern Gas Networks Limited as guarantor on their issue of £200 million 5.875 per cent. Guaranteed Bond due 2019;

■ Advising Northern Gas Networks Finance plc as issuer and Northern Gas Networks Limited as guarantor on their issue of £200 million 5.625 per cent. Guaranteed Bonds due 2040;

■ Advising Matalan Finance plc as issuer on its unsecured yield bond issue of £225 million 9 5/8 per cent. Senior Notes due 2017;

■ Advising Matalan Finance plc as issuer on its secured high yield bond issue of £250 million 8 7/8 per cent. Senior Secured Notes due 2016;

■ Advising Places for People Homes Limited on its issue of £180 million 5.09 per cent. Secured Bonds due 2043;

■ Advising Places for People Homes Limited on its issue of £175 million 5.875 per cent. Notes due 2031;


■ Advising Places for People Capital Markets plc on its retail issue of £140 million fi ve per cent. Fixed Rate Bonds due 2016, admitted to trading on the London Stock Exchange’s ORB platform. This was the fi rst nonfi nancial (corporate) entity admitted to the LSE’s retail ORB platform;

■ Advising Eastern Power Networks Plc on its issue of £250 million 4.750 per cent. Notes due 2021;

■ Advising London Power Networks Plc on its issue of £250 million 5.125 per cent. Notes due 2023;

■ Advising South Eastern Power Networks plc on its issue of £200 million 5.625 per cent. Notes 2030;

■ Advising Town Centre Securities plc on its exchange offer and new issue of £150 million 5.375 per cent. First Mortgage Debenture Stock due 2031;

■ Advising GNG Finance Public Limited as issuer on its issue of US$50 million 5 per cent. Senior Unsecured Mandatorily Convertible Notes due 2012;

■ Advising Citibank N.A. and Bank Handlowy w Warszawie in the issue of $436 million bonds exchangeable into shares of Bank Handlowy, a leading Polish bank;

■ Advising Hellenic Telecommunications Organization (“OTE”) in its exchange offer for up to €1.1 billion outstanding notes;

■ Advising the Hellenic Republic in the redemption of: €1 billion bonds exchangeable into shares of OTE SA (2005) and €119 million bonds exchangeable into shares of Emporiki Bank; €856 million bonds exchangeable into shares OTE and Hellenic Petroleum; and €895 million bonds exchangeable into shares of the National Bank of Greece and the unwind of the relevant fi nance structures;

■ Advising AngloGold Limited in connection with the offering of €1 billion convertible bonds, convertible into its ADSs;

■ Advising the Hellenic Republic in the offering of €1 billion bonds exchangeable into shares of the Hellentic Telecommunications Organization;

■ Advising First Investment Bank as the issuer on its regulatory capital issue of €27 million Step-up Guaranteed Perpetual Subordinated Bonds;

■ Advising the Government of the Republic of Indonesia in connection with establishing a US$4 billion Global Medium-Term Note Programme and drawdown of US$3 billion thereunder;

■ Advising Morgan Stanley in two offerings by Shin Kong Financial Holding Company (US$260 million international offering of convertible bonds due 2009 and US$250 million offering of convertible bonds due 2010);

■ Advising Deutsche Bank on the US$300 million zero coupon convertible bonds offering for Taiwan High and Speed Rail Corp;

■ Advising Deutsche Bank on the US$200 million zero coupon convertible bonds offering for Taishin Financial Holdings Ltd;

■ Advising Credit Suisse on the US$115 million zero coupon convertible bonds offering for Ritek Corporation;

■ Advising JPMorgan on the US$100 million zero coupon convertible bonds offering for E-ton Solar Corp;

■ Advising Goldman Sachs in the US$100 million step-up premium guaranteed convertible bond offering by Filinvest Land Inc;

■ Advising Merrill Lynch on the US$320 million ROC Convertible Bond offering for Asustek Corp, a computer component and electronics manufacturer;


■ Advising Deutsche Bank on the US$100 million convertible bond offering by Hotel Leelaventure Limited;

■ Advising Citigroup on the US$125 million convertible bond offering by Punj Lloyd Limited;

■ Advising Morgan Stanley in the US$50 million convertible bond offering by Jindal Stainless;

■ Advising Central European Media Enterprises Ltd as issuer on its high yield bond issue of €104 million 11.625 per cent. Senior Notes due 2016 (lead managers BNP Paribas and JPMorgan) and a member of its group, CET 21 SPOL. S.R.O, as issuer on its high yield bond issue of €170 million 9 per cent. Senior Notes due 2017 (lead manager JPMorgan);

■ Advising Merrill Lynch, Pierce, Fenner & Smith Citigroup Global Markets and J.P. Morgan Securities LLC in the registered public offering of US$1 billion of 2.750 per cent. Notes due 2016 and US$1 billion of 4.125 per cent. Notes due 2021 of France Telecom;

■ Advising HannStar Display Corp on six zero coupon convertible bonds and global depository receipts offerings raising more than US$1.0 billion in the aggregate in transactions (underwriters: Credit Suisse and UBS);

■ Advising Samsung Life Insurance on its US$299 million RMBS transaction, Korea’s fi rst cross-border mortgage-backed deal arranged by Morgan Stanley. The notes were offered in reliance of Rule 144A/ Reg S and were guaranteed by a monoline insurer;

■ Advising Bharti Televentures in its US$115 million convertible bond offering managed by ABN AMRO and Deutsche Bank;

■ Advising Life Technologies Corporation on its public offering of US$800 million of senior notes, consisting of US$400 million aggregate principal amount of 3.50 per cent. senior notes due 2016 and US$400 million aggregate principal amount of 5.00 per cent. senior notes due 2021 (underwriters: BOA Merrill Lynch and RBS);

■ Advising Vertellus Specialties Inc., in connection with a refi nancing of its existing indebtedness, on the issue of US$345 million in aggregate principal amount of its 9.375 per cent. senior secured notes due 2015 in a 144A debt offering (lead arrangers: Credit Suisse and Jefferies & Company);

■ Advising Corral Finans AB (the indirect parent company of Preem Petroleum AB) on its $850 million fl oating rate split coupon bonds due 2010, including a 144A tranche (lead manager: Deutsche Bank);

■ Advising SK Shipping Europe PLC as issuer in relation to its US$50 million Floating Rate Bonds with 3-year maturity, and underwritten by Korea Development Bank;

■ Advising Hewlett-Packard in the United States on the establishment of a new U.S.$3 billion Euro-Commercial Paper Programme. The Programme will fund Hewlett-Packard’s liquidity needs for its general commercial operations, in a range of currencies, including the U.S. dollar and the Euro. The terms of the fi nancing were heavily negotiated to bridge the gap between US securities and tax practices and the expectations of the European money markets;

■ Advising Anadolu Efes as issuer, on its benchmark U.S.$500,000,000 international bond issue, including Rule 144A and Reg S offerings; and

■ Advising Akbank TAS as issuer on its issue of TL1,000,000,000 7.5% Notes dye 2018, including Rule 144A and Reg S offerings.

debt capital markets/ structured and project bonds...

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