Legal Business Awards 2010

BAA’s £13.3bn refinancing was never going to be easy. Freshfields had been working on the deal since advising Ferrovial on its £16bn acquisition of BAA in 2006, but turbulent market conditions led to significant delays to the original April 2008 closing date. To make matters worse, BAA was the subject of an ongoing investigation by the Competition Commission.

The transaction involved the reorganisation of BAA’s corporate structure to separate its seven airports into ‘designated’ (Heathrow, Gatwick and Stansted) and ‘non-designated’ (Edinburgh, Glasgow, Aberdeen and Southampton) groups, which were financed separately.

Part of the designated group refinancing required the migration of £5bn of outstanding corporate bonds – which had been issued before the takeover – to bring the existing bondholders into the securitisation structure. This was complicated by the fact that Standard & Poor’s had downgraded the original bonds to BBB- due to concerns over the continued delay of the refinancing. However, Marcus Mackenzie’s team worked wonders in overcoming those difficulties to pull off one of the largest and most complex refinancing deals ever.

The timing couldn’t have been better. The deal finally closed just two days before the Competition Commission delivered an interim judgement that concluded BAA would have to sell up to three of its seven UK airports. Jorge Gill, of Ferrovial subsidiary Cintra, described the Freshfields team as ‘extraordinarily good’. Few would disagree with that.

HIGHLY COMMENDED

ALLEN & OVERY

Geoff Fuller

Allen & Overy advised the three structuring banks – Citigroup, Bank of America and J.P. Morgan – on the aborted $400bn Master-Liquidity Enhancement Conduit (M-LEC) superfund. Championed by the US Treasury, M-LEC was designed to enable SIVs access to the short-term funding that is crucial for the continued refinancing of their existing portfolios, and ultimately to help avoid a crash in the ABS market.

ASHURST

Erica Handling

Ashurst was once again at the forefront of the market’s most complex and innovative transactions, acting on a range of structured finance deals that successfully targeted European Central Bank (ECB) funding. Most notably this included advice to Lehman as arranger on the Leoforos CDO, which saw €1.6bn of notes issued and enabled Lehman to access ECB funds using US dollar-denominated repo collateral, sourced from its US operations.

BAKER & McKENZIE

Jonathan Walsh

2008 saw Walsh’s team underline its position as a leading light on cross-border securitisation work. Despite not having an office in either location, Bakers firmly established itself as a market leader in both Portugal and Greece through key roles on a series of major securitisations, including advice to Santander de Titulización as lead manager of a €2.02bn RMBS by HipoTotta No. 7.

LINKLATERS

Julian Davies; Edward Hickman

Linklaters demonstrated flexibility and quick thinking in its advice to the senior lenders providing senior, mezzanine and equity bridge financing on the Ministry of Defence’s colossal Future Strategic Tanker Aircraft (FSTA) project. Unfavourable market conditions forced a shift from a joint bond and bank financing to an all-bank debt of £2.5bn, requiring a novel approach to the complex intercreditor documentation.

NORTON ROSE

Dean Naumowicz

Norton Rose reinforced its standing as one of London’s finest Islamic finance practices, with Dean Naumowicz heading a combined London and Dubai team advising Citigroup Global Markets as arranger of the Oasis certificate programme. The $20bn scheme enabled a Cayman Islands SPV to issue Irish-listed, Shari’ahcompliant securities including equity, index and fund-linked certificates.

Award sponsored by Caulfield Search