Linklaters

Members of our sector team advise banks and other financial institutions around the world on their most significant transactions, with unrivalled insight into the issues encountered by banks both in normal markets and in the face of today’s remarkable economic conditions. Understanding the challenges our clients are facing is critical in helping their businesses to thrive. Some of the principal areas of expertise in which we work closely with our bank sector clients include advising:

• on many of the recent headline M&A and divestments including, for example, KBC Group on the sale of its insurance broker Fidea NV to JC Flowers, Eurobank EFG on its merger with Alpha Bank, ICBC on its acquisition of an 80% stake in Standard Bank Argentina; Citigroup on the sale of its private equity portfolio to AXA Private Equity; Sberbank on its acquisition of Troika Dialog; Citi on the sale by Egg of credit card receivables, associated assets and liabilities to Barclays; CITIC on the 25% investment in CITIC International Assets Management by ITOCHU Corporation; RBS on the sale of non-core project finance assets to the Bank of Tokyo-Mitsubishi UFJ (BTMU); a consortium of investors on the acquisition of a minority stake in Banco BTG Pactual; the sale by RBS of its UK branches to Santander, its commodities business to JP Morgan and its payment processing unit to Advent International and Bain Capital; Santander on its acquisition of SEB’s retail banking business in Germany and of certain Polish assets from AIB; and a number of credit card business disposals by Citi. We also advised Lloyds TSB on its takeover of HBOS; Merrill Lynch on the $50bn takeover by Bank of America; JPMorgan on its acquisition of the remainder of Cazenove; Citi on the sale of its German retail banking operation to Crédit Mutuel; RBS on the sale of its stake in Bank of China; BBVA on taking a 15% stake in Citic International Financial; Dubai International Capital on a joint venture to acquire a controlling stake in Industrial Development Bank, Jordan; BNP Paribas on its acquisition of Fortis Belgium; Santander on its acquisition of GE consumer finance businesses and the sale of Interbanca to GE; and ICBC on its strategic partnership with Standard Bank
• on capital raisings including acting for the underwriters on the €5bn rights issue by BBVA, the €5bn rights issue by Intesa SanPaolo, the € 2.5bn rights issue by Banca Monte dei Paschi di Siena, the £3.3bn and £1.8bn Standard Chartered rights issues, the €3.1bn IPO of Bankia, S.A and the €600m IPO of Banca Cívica, S.A.; advising Lloyds Banking Group on its £13.5bn rights issue and £4bn placing and compensatory open offer; acting for RBS on its £12bn rights issue, for Banco Espírito Santo on its €1.2bn rights issue, for UniCredit on its €3bn rights issue and for Fortis on its €13.4bn rights issue; acting for the underwriters on the £12.5bn HSBC rights issue, the €2.5bn Nordea rights issue and the €7bn Santander rights issue.
• on recapitalisations such as acting for RBS on a range of work relating to its recapitalisation, including on its participation in the UK Government’s Asset Protection Scheme; advising on the £5.5bn recapitalisation of Lloyds TSB; the €11.2bn investment in Fortis by the governments of Belgium, Luxembourg and the Netherlands; the €16.8bn nationalisation of Fortis NL; the €3.5bn Belgium government investment in KBC Group NV; and the €14bn equity and cash protection scheme for KBC Group NV by the Belgium State
• on regulatory and hybrid capital transactions for both issuers and underwriters. Our international regulatory capital team has amassed significant regulatory capital expertise through its roles acting on deals and the dialogue it has with regulators and other market participants. In recent months, work has centred around new issues of hybrid and core Tier 1 capital in the contexts of government (or other third party) rescues and liability management exercises as well as new money transactions. We advised in connection with all three of the first public issues of contingent capital: Lloyds Banking Group on its issue of £9bn Tier 2 "enhanced capital notes" in 2009; Rabobank on its issue of US$2bn Perpetual Capital Securities; and Credit Suisse on the first coco - contingent conversion capital instrument - to be issued by a listed bank which is designed to comply with the Tier 1 and Tier 2 eligibility requirements under new Basel III guidelines. We also advised ICBC (Asia) on the first offshore RMB regulatory capital issue designed to comply with Basel III guidelines, Allied Irish Banks on its €1.6bn issue of Contingent Capital Notes, Royal Bank of Scotland on the £25.5bn issue of B shares to HM Treasury and Lloyds Banking Group on its £7.5bn contingent core tier 1 securities. The team is an active participant in the current regulatory debate and has regular dialogue with many regulators and trade bodies around the world. We have also worked on key hybrid capital deals, such as the Santos issue of €700m Fixed to Floating Rate Subordinated Notes due 2070 and the issue by Scottish and Southern Energy of its sterling and euro denominated Capital Securities 
• on litigation and contentious regulatory issues such as acting for PwC as the joint administrators of Lehman Brothers International (Europe) in a High Court case known as the RASCALS Application; Defending Barclays Capital against a high profile claim brought against it by Cassa di Risparmio della Repubblica di San Marino ("CRSM") and advising RBS and NatWest in connection with an FSA Enforcement investigation into their banks’ handling of customer complaints
• on a full range of equity-linked transactions, including convertible and pre-IPO convertible bonds, bonds with warrants and exchangeable bonds
• on competition and antitrust related issues across Europe, the US, South America and in the developing competition regimes of Asia, providing commercial advice on national, EU and global antitrust matters. Recent matters have included acting for 20 European banks on state aid issues resulting from the global economic crisis and the subsequent implementation of the commitments including a number of divestments
• on the debt capital markets side, with expertise ranging from “plain vanilla” to complex cross-border transactions such as stand-alone bonds, EMTN programs, liability management, CP programs and high yield offerings and including recently advising on the US$8bn issue of contingent conversion capital instrument notes by Credit Suisse, the first issue to incorporate the new Basel III Tier One and Tier Two capital requirements
• on derivatives and structured products, in relation to both OTC and securitised derivatives and SPV-based complex structured finance transactions. Core products include all kinds of derivatives, whether relating to interest rates, currencies, credit, equities (including indices and funds), debt or commodities. We also advise on stock lending, repo, prime brokerage and collateral management documentation, as well as addressing the regulatory (including regulatory capital) issues that arise from the structuring and marketing of derivatives products, irrespective of the legal form that the products take. Recent work includes advising PricewaterhouseCoopers as administrators of Lehman Brothers Europe (on a host of complex derivative transactions, securitisations and structured products), acting on a number of clearing house projects, including LCH.Clearnet Limited's "SwapClear" service and advising the International Swaps and Derivatives Association (ISDA) in relation to drafting of the 2011 Equity Derivatives Definitions, which will represent the post credit crunch market standard documentation for equity swaps, options, forwards, equity-linked notes and structured equity financings, replacing the current 2002 definitions
• on a wide range of banking and finance matters, including syndicated finance, acquisition and leveraged finance, asset finance, trade and emerging markets finance, real estate finance and financial structuring. Experience includes advising the mandated lead arrangers on CVC’s EUR 1.2bn acquisition of the Autobar Group from Charterhouse; advising the mandated lead arrangers in connection with KKR’s £955m bid to acquire Pets at Home from Bridgepoint; advising the mandated lead arrangers on the LBO of Anheuser-Busch InBev’s central and eastern European operations by CVC Capital Partners; advising Schaeffler KG in relation to €16.1bn facilities in its bid for Continental AG; and recently acting as lead counsel for the five consortium banks in connection with a mid-term financing plan of approximately €12bn for Schaeffler KG
• on insolvency matters including acting for PricewaterhouseCoopers as administrators of Lehman Brothers across 70 jurisdictions and advising on related sales of Lehman investment banking and equities business in Europe and the Middle East and businesses in Asia and the Asia Pacific region
• on refinancing and restructuring matters including advising the lenders in relation to the €700m debt restructuring of the Lucchini group; advising an Ad Hoc Committee of Senior Noteholders on the pre-pack restructuring of the Hellas Group, one of the largest telecom operators in Greece; and advising the senior lender steering committees on the restructuring of McCarthy & Stone and Crest Nicholson - these were the “first examples” in the leveraged loan market of using a scheme of arrangement in conjunction with an administration ‘pre-pack’ in order to facilitate a debt for equity swap
  
• on tax matters related to key developments in the sector, including assisting Lloyds Banking Group with the development of their innovative contingent tier 1 instruments; we have a detailed understanding of the key accounting concepts and have an unrivalled expertise in the arena of "equity linked" products; we have advised on tax aspects of the most significant equity raisings and liability management exercises (for example those undertaken by RBS and by Lloyds); and our international tax team works closely on international M&A and group reorganisations involving banking groups
• on employee remuneration matters including option and other incentive schemes, pension arrangements and dispute resolution, working with banks to develop creative solutions within the increasingly restrictive rules on remuneration, on issues relating to potentially high value discrimination claims and on investigations into employee misconduct and regulatory issues
• on commodities related transactions including commodities trading, derivatives and outsourcing, commodities regulatory and competition issues, structured debt and equity transactions, trade finance, complex structured products linked to commodities, commodity trading platforms, public and private M&A and project finance and development. Major matters include advising Morgan Stanley on its oil refinery trading arrangements with Ineos and a number of strategic commodities joint ventures between financial institutions and corporates including Glencore with Credit Suisse and Calyon with EDF
• on the full range of commercial activities including IT, logistics and other major outsourcing projects, real estate transactions including major sales and leasebacks and data protection.