COMMERCIAL BANKING ANGEL TRAINS PROJECT TYPE: Refinancing LloYDS BANK COMMERCIAL BANKING’s PROJECT SIZE: £1.25 billion ROLE ROLE: Mandated lead arranger, hedge provider & execution bank and bookrunner. Lloyds Bank acted as joint mandated lead arranger in providing a £850 million package of senior debt. It was Lloyds Bank Commercial Banking (“Lloyds Bank”) has also joint IR hedge provider, hedging execution bank and supported Angel Trains in the refinancing of its debt bookrunner in Angel Trains’ £400 million bond issuance. facilities to support ongoing investment in rolling stock The bank’s Infrastructure and Energy Finance team and refurbishment. worked closely with colleagues in the Risk Management COMPANY backgroUND Solutions team with regard to the interest rate hedging requirements associated with the bond issuance. Angel Trains is one of three rolling stock companies This latest refinancing of Angel Trains represents the fifth (ROSCOs) that were formed in 1994 as part of the ROSCO transaction to date for Lloyds Bank, following privatisation of British Rail. the acquisition of Angel Trains by Arcus European Since its inception, Angel Trains has grown into a leading Infrastructure Fund 1 in 2008, the bond refinancings of owner and lessor of railway engines and carriages to UK Porterbrook and Angel Trains in 2010, and the acquisition train operators. In that time, it has invested £3.2 billion of Eversholt Rail Group by private equity consortium in new rolling stock and refurbishments to ensure it Eversholt Investment Group, also in 2010. Lloyds Bank is continues to deliver high quality, modern assets to its the only institution to act as structuring mandated lead blue chip customer base, which includes Virgin Trains, arranger and bookrunner on all five deals. Cross-Country, Northern Rail and London Midland. HIGHLIGHTS The business, which owns over 4,400 rail vehicles in the UK, plays a key role in the crucial provision of train • Meeting Angel Trains’ complex funding requirements services nationally, allowing operators the flexibility with a wide range of products within a short time frame. to respond to opportunities presented by the rapid • Further establishing our proven position in providing development of the rail transport market, independently financing packages and structuring services to of long-term investment considerations. The company ROSCOs. recorded a total income of £432 million in 2010. • Continuing our strong relationship with Angel Trains, PREVIOUS TRANSactionS a company of strategic importance the UK’s transport Angel Trains was sold in August 2008 to Arcus European infrastructure. Investment Fund 1, a consortium of infrastructure investors and managed pension funds for £3.6 billion. VIEWPOINTS Having supported Angel Trains on the transaction, Lloyds Mike Chappell, Managing Director & Head of Bank subsequently acted as joint bookrunner and joint Infrastructure and Energy Finance, Lloyds Bank lead manager on an £800 million bond issuance which Commercial Banking, said: “Angel Trains plays a key role included a £300 million 10-year ‘bullet’ bond and a £500 in providing and maintaining rolling stock for the UK’s million 25-year amortising bond with a 14-year weighted rail industry, a sector which is considered crucial by the average life. UK Government. It is vital, therefore, that the company The deal enabled Angel Trains to refinance its existing operates under the appropriate capital structure in order £2.8 billion debt requirement which was set to partially to react to altering market conditions, be they regulatory mature in 2011, and provide the company with a stable, or legislative changes and flexibility to react to shifting long-term financial structure. consumer trends. In early 2011, the company sought to refinance “The new facility, which drew on the wider expertise of its remaining senior debt facilities and complete a Lloyds Bank, will strengthen Angel Trains’ debt maturity new bond issuance to further diversify its sources of profile further and provide it with highly competitive finance. Lloyds Bank was a natural choice to act on the funding terms. It will form a strong financial platform to transactions, given its strong existing relationship with enable the company to continue its ongoing investment the company and its proven ability to efficiently execute in new rolling stock and refurbishment.” financing for ROSCOs. Contact MIKE CHAPPELL Managing Director & Head of Infrastructure and Energy Finance Lloyds Bank Commercial Banking Telephone: 020 7158 2654 Email: [email protected] NICK HUGHES Head of Structured Solutions, Risk Management Solutions Lloyds Bank Commercial Banking Telephone: +020 7158 1832 Email: [email protected] Lloyds Bank, Lloyds TSB Corporate Markets and Lloyds TSB are trading names of Lloyds TSB Bank plc and Lloyds TSB Scotland plc. Lloyds Bank and Lloyds TSB Corporate Markets are trading names of Bank of Scotland plc. Registered Office: 25 Gresham Street, London EC2V 7HN. Registered in England and Wales no. 2065. Lloyds TSB Scotland plc. 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