DEBT CAPITAL MARKETS Contents About us 3 Our debt capital markets practice 4 How we deliver 5 Relevant experience 7 A genuinely global service 33 Our relationships 34 Fees 36 Partner profiles 37 2 Debt Capital Markets About us What we offer How we are different • A clear understanding of your key legal • A client‑focused approach – we are objectives – we strive to gain an in‑depth client‑focused, not product‑focused. Central understanding of your requirements and to our culture is the priority that we place objectives to enable our advice to be on client relationships and satisfying the tailored, focused and provided effectively individual needs of each of our clients • Leading expertise in debt capital markets – • A multi‑specialist approach to our practice we have been one of the leading law firms in debt – our lawyers do not work in narrow practice capital markets work throughout our history areas. We have a depth of expertise, a • Innovation – we work on cutting‑edge breadth of experience and sound commercial transactions and are known for our judgement in all areas of our legal service ability to deliver bespoke solutions • Technical excellence – our lawyers have an • Accessible and responsive lawyers – we unsurpassed reputation for technical excellence ensure availability and respond swiftly • A genuinely global, world‑class response • An ability to deliver on time – we ensure – we work as a single integrated team with delivery against client timetables with market leading firms from around the world first class transaction management who share our culture of excellence. We are not constrained by formal alliances. We put the • A flexible approach to fees – we are well known right minds in the right place at the right time. for our co‑operative approach to billing and fees. They are responsive and good technically. They are very pragmatic and they advise you in a way that gives you the ability to close the transaction. Chambers UK, 2020 Unparalleled service; they think of everything and cover all of the bases. Legal 500 UK, 2020 Debt Capital Markets 3 Our debt capital markets practice An outstanding reputation A full range of services • We have an acknowledged record of high quality • Transaction structuring – we have extensive work over many years in domestic and international knowledge of current market developments and of debt as well as equity capital markets, and have evolving UK and European regulatory requirements a leading practice in this area. The firm is in the top which we can draw on to assist our clients in tiers for ECM and DCM in the 2020 Asia and UK structuring their transactions editions of Chambers, Legal 500, and IFLR1000. • Documentation – we have many years’ experience Our long term client, CEMEX, won the ‘Syndicated in a wide range of industries, acting both for issuers Loan Deal of the Year’ award for their July 2017 and managers, in preparing debt capital markets US$4.05bn syndicated loan on which we advised documentation in the ‘Bonds & Loans Latin America Deals of the Year’ category • Due diligence – we provide international coverage with an organised and market‑sensitive approach • Our debt capital markets practice ranges from straightforward bond issues to highly structured • Listing procedures – we have experience of listing products, and encompasses stand‑alone debt securities on major exchanges issues, debt programmes e.g. for the issuance • Marketing support – we have the ability to deliver of commercial paper and MTNs, equity linked practical guidance to support the preparation and and credit linked issues, high yield bonds and distribution of research, pre‑marketing roadshow repackagings. We have a substantial practice in materials. convertible and exchangeable securities • Our debt capital markets practice is complemented by our market leading equity capital markets and securitisation practices. Our equity capital markets practice ranges from IPOs to rights issues, placings and other secondary offerings and block trades, while our securitisation practice covers both cash and synthetic securitisations for the full spectrum of asset classes (including RMBS, CMBS, auto‑loans, credit cards, trade receivables, whole business securitisations and CLOs). We would be pleased to share our full credentials for these practice areas with you. 4 Debt Capital Markets How we deliver A client‑focused approach We put the needs of our clients first – understanding, • Personal commitment from partners – we place anticipating and satisfying their individual legal needs is our emphasis on partner involvement at all points in priority. Our principles in dealing with our clients include: every transaction, with partners supported by associates of appropriate levels of qualification • Establishing a partnership – our goal is to develop a genuine working partnership with you, to become • Small, close‑knit teams – the multi‑specialisation an indispensable part of your overall team. We of our lawyers enables us to field fewer people for place great emphasis on our lawyers’ relationships transactions. We pride ourselves on having small, with our clients, and strive to gain an in‑depth and close‑knit teams and continuity of team members. sensitive understanding of your business needs This approach to team management reduces to enable our advice to be focused and provided duplication and thus cost, maintains confidentiality effectively and allows our team to get to know your team well. • Effective communication – we listen to our clients. We offer clear, timely and practical advice and deliver straightforward answers to clients’ questions. We will work with you to ensure that our whole team fully understands your requirements They are responsive and when we need them they are ready to provide their experience. It was a bonus to get good partner attention, with a diligent team of associates. Chambers Asia-Pacific, 2020 Peerless for UK issuer work. The Legal 500, 2020 Debt Capital Markets 5 6 Debt Capital Markets Slaughters are a class act on capital markets issues. Chambers UK, 2020 Relevant experience Recent experience includes advising: • Caixa d’Estalvis I Pensions de Barcelona “la Caixa” on its issue of EUR1,000,000,000 Stand‑alone bonds 2.375% fixed rate senior unsecured notes due 2019. • 3i Group on its issue of GBP 400,000,000 3.750% The notes are admitted to trading on the Spanish Unsecured Bonds due 2040, to be listed and ATAF Fixed Income Securities Market admitted to trading on the regulated market of the • Derwent London Plc on its note purchase London Stock Exchange agreement for the issue and purchase of £250 million • Aigües de Barcelona on its issue of private placement notes. The notes consist of: EUR200,000,000 1.944% notes due 2021. The – £55,000,000 notes due 2026 with a coupon notes are admitted to trading on the Euro MTF of 2.68%; Market of the Luxembourg Stock Exchange – £93,000,000 notes due 2029 with a coupon • BT Pension Scheme in connection with the of 2.87%; subscription for £2,000,000,000 of long dated Sterling denominated bonds issued by its sponsor, British – £50,000,000 notes due 2031 with a coupon Telecommunications plc, under BT’s €20,000,000,000 of 2.97%; and Euro Medium Term Note Programme. The bonds – £52,000,000 notes due 2034 with a coupon are issued in six tranches, and £1,000,000,000 of of 3.09% the bonds are fixed notes due between 2033 and 2042, and £1,000,000,000 are CPI‑linked notes due • Direct Line Insurance Group plc in relation to between 2033 and 2042. BT will use the proceeds its issue of the following notes, in each case to from the issuance of these bonds to make pension be listed and admitted to trading on the Global deficit contributions under the recovery plan Exchange Market of Euronext Dublin: agreed between BT and BTPS at the 2017 valuation – GBP 350,000,000 4.75% Fixed Rate Reset Perpetual • Bunzl Finance plc on its issuance of £300,000,000 Restricted Tier 1 Contingent Convertible Notes 2.250% notes due 2025. The notes are guaranteed (the “RT1 Notes”) by Bunzl plc and have been admitted to the – GBP 260,000,000 4.00% Subordinated Tier 2 regulated market of the London Stock Exchange Notes due 2032 (the “T2 Notes”) • Burberry Group plc on its issuance of GBP • Euroclear on its issues of: 300,000,000 1.125 per cent. Guaranteed Sustainable Notes due 2025, issued pursuant to Burberry’s – EUR600,000,000 1.125% notes due 2026. The Sustainable Bond Framework. Application has been notes were admitted to trading on Euronext made to the FCA for the Notes to be admitted to Amsterdam the Official List and to the London Stock Exchange – EUR300,000,000 1.5% senior notes due 2030 for such Notes to be admitted to trading on the and EUR400,000,000 2.625% subordinated London Stock Exchange’s regulated market resettable fixed rate notes due 2048, each admitted to trading in the regulated market of the Irish Stock Exchange Debt Capital Markets 7 • FIL Ltd on the issuance of EUR400,000,000 2.50% • INEOS Finance plc on its issues, each to be bonds due 2026. The bonds are listed on the Euro guaranteed by INEOS Group Holdings S.A., INEOS MTF Market of the Luxembourg Stock Exchange Luxembourg I S.A., INEOS Holdings Limited, and certain of their subsidiaries, of: • FirstGroup plc on its issue of £325,000,000 5.25% bonds due 2022. The bonds have – EUR 325,000,000 3.125 per cent. Rule 144A been admitted to trading on the regulated Senior Secured Notes due 2026. Application market of the London Stock Exchange has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and for • Givaudan SA on the issuances of: trading on the Euro MTF market – EUR1,300,000,000 senior debt notes, as Issuer, – EUR 770,000,000 2.875 per cent.