Finance / Project Finance
Presentation of the Firm
Building from a premier position in “French Law Firm of the Year” by
France into a powerful independent IFLR in 2006 and 2005;
Offices international law firm, Gide Loyrette
Gide Loyrette Nouel Nouel operates out of 21 offices around “France's Legal Firm of the Year”
the world. With 650 lawyers and legal by Who’s Who in 2007 and 2006.
Algiers consultants, including 99 partners*, drawn
Beijing from over 30 nationalities, the Firm offers Departments
Belgrade some of the most respected specialists in
Gide Loyrette Nouel has a departmental
each of the various sectors of national and
Brussels structure covering all the main branches
international finance and business law.
Bucharest of business law:
Budapest An International Dimension Arbitration
Casablanca Bankruptcy and Insolvency
Hanoi With its strong international presence, the Criminal and Commercial Litigation
Firm is able to serve the needs of its
Ho Chi Minh City Economic and European Law
clients all over the world.
Hong Kong Employment
Istanbul The Firm has offices in Europe (Belgrade, Finance and Project Finance
Kyiv Brussels, Bucharest, Budapest, Istanbul, Intellectual Property, Technology
Kyiv, London, Moscow, Paris, Prague and & Electronic Communications
London
Warsaw), North America (New York), Mergers, Acquisitions and
Moscow Asia (Beijing, Hanoi, Ho Chi Minh City, Corporate Law
New York Hong Kong and Shanghai), the Middle
East (Riyadh) and North Africa (Algiers, Public Law
Paris Environmental Law
Casablanca and Tunis). Gide Loyrette
Prague Real Estate Transactions and
Nouel is also able to offer its clients
Riyadh advice and assistance in Africa through its Financing
Shanghai network of associated firms, Gide Africa. Tax
Tunis Transportation, Aviation, Maritime
Gide Loyrette Nouel also works in close and Insurance Law
Warsaw
co-operation with leading law firms in the
countries where it does not have offices and has formed cross-disciplinary teams
and is a member of several international for the following specialisations:
legal networks. Banking and Financial Litigation
Compliance - Risk Management
Recent Awards
Employee Savings
The Firm has been named: Energy
Health Law
“French Law Firm of the Year” by International Investment Protection
Chambers Global in November 2006;
Investment Funds
“Client Choice for France” by Public-Private Partnerships
International Law Office in 2006; Sports Law
* at 30/06/2007
2
The Finance / Project Finance Department
With more than 120 lawyers (including 26 partners) Construction, Supply and Operation
located in London, Paris and New York, the Financing, Sponsor Support and Security
Finance / Project Finance Department
(the “Department”) is one of the largest and most Privatisation
highly regarded banking departments amongst the
major European law firms, offering French, Securitisation
English, New York and U.S. banking and finance
law capability. Consumer Receivables
Credit Card Receivables
The Department believes in building long-term
relationships with its clients by understanding their Commercial Receivables
businesses and providing flexible and innovative Real Property Receivables
solutions tailored to meet individual demands. Interbanking Receivables
The Department is divided into five main working Municipal, Regional and State Receivables
groups: Leasing Receivables
Future Receivables
Structured Finance
Non-Performing Receivables
Project Finance Bonds and other Negotiable Instruments
Securitisation Defeasance
Financial Institutions and Services
International Capital Markets Financial Institutions and Services
Banking and Securities Regulations
Internet Banking and Finance
The main areas of practice of each working group Corporate Transactions
are the following:
Asset Management
Structured Finance Venture Capital / IPOs
Financial Litigation
Loan Finance
Acquisition Finance International Capital Markets
Structured Finance (Asset and Property Finance)
Debt
Cash Pooling and Treasury Products
Equity and Equity Linked
Debt Rescheduling
Derivatives
Trade and Commodity Finance
Warrants
Project Finance Repos and Securities Lending
Structured Products
Infrastructure
Public Tender Offers The Department works closely with the other
Concession Contracts departments of the Firm.
3
The Structured Finance Group Structured Finance
Loan Finance The Structured Finance Group advises on all aspects
of leases, loans, hire purchases and conditional sale
The Structured Finance Group advises on all types financing arrangements for a broad spectrum of
of loan facilities, from straightforward single bank assets, including real estate, ships and aircraft, as
overdrafts to syndicated multi-option facilities. well as on the acquisition and management of lease
Lawyers within this Group have experience in the portfolios for all types of assets.
wide range of financing structures available in Advice on tax financing is available from members
capital markets world-wide and know how best to of the Group with the support of the Firm’s Tax
tailor these structures to meet the needs of the Department. In the area of Real Estate Finance, the
Firm’s clients. The Structured Finance Group also Department draws on the extensive experience of
has extensive experience in the creation of all types the Real Estate Department which is well placed to
of security interests over a wide variety of assets advise on all aspects of the acquisition and
(receivables, shares, trademarks, patents, bank development of properties, including municipal and
accounts, etc.). regional planning regulations and the risks linked
with environmental law issues.
In addition to advising banks, arrangers or
companies both in France and abroad, the Group Treasury Products
regularly advises on the provision of finance to
other types of borrowers such as local authorities The Structured Finance Group advises banks and
and statutory bodies. corporate clients on cash pooling arrangements
within large corporate groups and other types of
Acquisition Finance treasury products.
Lawyers within the Structured Finance Group have Corporate Debt Rescheduling
an established record of advising on a broad range
of acquisition finance transactions. In this field, the As the last few years have shown, borrowers
Structured Finance Group advises on LBOs, MBOs, suffering short-term financing problems can often
MBIs and other highly-leveraged acquisition be saved from insolvency by a constructive bank
arrangements, compliance with the prohibition of rescue package. The Structured Finance Group is
financial assistance and the structuring of financial experienced in advising both banks and corporate
packages involving several layers of debt and borrowers on the reorganisation of loans and the
equity. provision of security packages for this purpose.
Where rescuing is impossible, lawyers in the
When advising on equity financing, the Structured
Structured Finance Group can draw on their wide
Finance Group is able to draw on the Firm’s
experience in advising lenders on remedies and
complementary strength in the corporate finance dealing with the implementation of insolvency
sphere. Expert tax advice is available in relation to procedures with the support of the Firm’s
the structuring of transactions. Insolvency Department. The Group can also
provide advice to corporate customers and directors
on their duties and responsibilities under the French
Insolvency Act.
4
Trade and Commodity Finance The Project Finance Group
The Structured Finance Group has substantial The Project Finance Group has been named
experience in a wide variety of issues affecting “Projects Law Firm of the Year - Western
trade and commodities, including assessing the Europe” at the Chambers Global Awards in 2003.
legal and regulatory environment, issuing reports It is ranked as “First Tier Project Finance Practice”
and documenting and negotiating transactions for by the following legal guides: The European Legal
all types of trade and commodity finance 500 2005, 2006 and 2007, IFLR 1000 2005, 2006
transactions, ranging from pre-export financings to and 2007, PLC Which Lawyer? Yearbook 2005 and
advance payment facilities, the use of special 2006 and Chambers Global 2005, 2006 and 2007.
purpose vehicles and securitisation of trade finance
receivables.
Infrastructure
The Group has brought projects to financial close in
Among the many types of transaction for which all main areas of international public infrastructure:
legal service is offered are: energy, water, transportation and telecommunications.
Credit facilities of all kinds Lawyers in the Group have represented sponsors,
lenders and governments in pioneering BOT and
Commodity Prefinancing documentation concession projects, often the first such project in a
Quasi Project Finance (including power, oil, gas, country. Although the Group has worked on
minerals, metals, mining and infrastructure infrastructure projects throughout the world, it has
projects) particularly extensive experience in Africa, Central
Structured Finance and Eastern Europe, China and France.
Receivables Financing Public Tender Offers
Secured Financing involving the multi- Working closely with financial advisers, the Project
jurisdictional taking of security Finance Group has represented governments in
SPV structures planning, launching and awarding public tender
Off-balance sheet transactions (such as offshore offers for infrastructure projects. The Group has
securitisation) also acted as counsel to bidders in public tender
offers, many of which have gone on to successful
Products in which we have experience include oil, financial close.
gas, steel, nickel, platinum, copper, cotton, sugar, Concession Contracts
grain, tobacco, orange juice, gold, coffee, cocoa,
aluminum. Concession Contracts drafted by the Project
Finance Group have been signed in Europe, Africa
The Group was initially active in Latin America and and Asia. When representing sponsors, lawyers of
Africa, followed by Asia. The practice has rapidly the Group have negotiated Concession Contracts in
expanded in Eastern and Central Europe, the CIS all major areas of infrastructure and are particularly
and the Baltic States during the past few years. aware of current international "best practice" and
"bankability" concerns.
The Group has advised major international banks,
major trade commodity companies and major oil Construction, Supply and Operation
and gas producers on all kinds of trade and The Project Finance Group has drafted and
commodity finance transactions. The Group has negotiated fixed price, turnkey construction and EPC
wide experience in arranging financing from banks contracts as counsel to contractors and concession
or capital markets for oil, gas, minerals and metal companies. The Group also has extensive
exporters. experience in Equipment Supply Contracts and
Operation and Maintenance Contracts.
5
Financing, Sponsor Support and Security The Group is composed of 9 partners and
25 associates who have an extensive expertise in the
Clients of the Project Finance Group include English, US and French legal aspects of
international financial institutions, export credit securitisation transactions and which may rely on the
agencies, commercial banks and borrowers. The support of other departments whenever the need
Group has particular expertise in complex arises (Corporate, Derivatives, Real Estate,
international project financings involving numerous Regulatory, Tax, etc.). The Group is the leading and
lenders, A and B loan structures, Common Terms the largest team of securitisation lawyers' in Paris and
and Intercreditor Agreements. Lawyers of the includes some of the most highly respected authors
Group have negotiated sponsor support on French securitisation. It was elected the "Capital
arrangements, government and parent company Markets Team of the Year" in 2001 by the legal
guarantees and Direct Agreements. Working review Legal Business, "Best Securitisation Team of
closely with our local offices or with local counsel, the Year" in 2002 by the legal review Décideurs,
the Project Finance Group also advises on drafting, "Securitisation Practice No. 1" in 2006 and 2007 by
negotiation and registration of security packages. the financial review Opérations Financières and
"First Tier Securitisation Practice" in 2004, 2005,
Privatisation 2006 and 2007 by the legal guides The European
The Firm has represented the French Government, Legal 500, IFLR 1000 and Chambers Global.
public companies and banks on the major The Group maintains close relationships with the
privatisation programs in France in the 80's and French authorities (including the French Treasury,
90's. Internationally, the Project Finance Group has the Bank of France, the Commission des Opérations
been active in infrastructure privatisations and de Bourse and the Paris Stock Exchange). All these
subsequent financings in Africa, Central and transactions are set up offshore or by using the
Eastern Europe and Asia. Members of the Group French legal framework depending on whatever
have advised both governments and bidders. framework is more appropriate for the underlying
assets and the investors basis.
The Securitisation Group
The Financial Institutions
The Securitisation Group is recognised as a leader and Services Group
in the area of securitisation by arrangers, rating
agencies and originators. Its practice is unique in The Financial Institutions and Services Group
terms of number and size of the transactions it has combines a broad transactional expertise with a
structured and negotiated, both offshore or by using thorough knowledge of the regulatory and technical
the fonds communs de créances. The Group aspects in the following areas of financial services
securitises the following assets: work.
consumer receivables General Banking and Securities Regulations
credit card receivables
commercial receivables The Financial Institutions and Services Group
real property receivables advises French and foreign regulated entities in
interbanking receivables connection with their structures, products and
municipal, regional and State receivables activities in France, such activities including
leasing receivables banking and investment services, together with
future receivables related activities such as custody, clearing and
non-performing receivables securities settlement systems. The Group is also
bonds and other negotiable instruments involved in insurance regulatory work and life
defeasance insurance products.
6
In order to best serve its clients, the Financial The Group assists its customers in these areas, as
Institutions and Services Group maintains close well as in public offering, private placement and
relationships with the French authorities (including solicitation aspects.
the French Treasury, the Bank of France, the
Commission des Opérations de Bourse and the Venture Capital / IPOs
Paris Stock Exchange), as well as with French
professional associations, and has a strong lobbying The Financial Institutions and Services Group has
capacity at French and European levels; it has been involved in a number of M&A transactions
advised French authorities on several occasions. entered into by investment vehicles, advising
mostly on the investors’ side.
Our regulatory practice also involves advising the
governments of emerging countries in connection In addition, the Group, in close cooperation with
with the modernisation of their banking systems the Equity Instruments Group, has broad experience
and financial industries. in IPOs on French regulated markets (mainly
Second Marché and Nouveau Marché) and on the
Internet Banking and Finance Easdaq.
The Group closely monitors ongoing evolutions and
administrative interpretations of current French Financial Litigation
regulations applying to on-line banking and The lawyers of the Group have a longtime
investment services, in order to provide pragmatic experience in the area of financial litigation:
and up-to-date advice to its clients. Internet liability issues in connection with banking or
transactions raise, inter alia, issues of compliance investment transactions, disciplinary and asset
with the banking monopoly, public offering and management liability, and white collar criminality
solicitation regulations, and security of the
(e.g., insider trading or money laundering).
transactions.
Corporate Transactions involving
The International Capital Markets
Regulated Entities Group
The Financial Institutions and Services Group is
extensively involved in corporate work concerning
Debt/Equity/Warrants Issues
its banking and financial clients, including
structuring and setting up regulated entities in The International Capital Markets Group (the
France, mergers, acquisitions and restructuring of “ICM Group”) handles and advises on all types of
such entities on either a domestic or a cross-border capital markets transactions including issues of debt
basis. Lawyers in the Group also work in and equity, warrants, investment funds securities,
privatisations in emerging countries, in conjunction convertible bonds and other equity-related
with the Project Finance Group. instruments, with particular emphasis on new
products such as high-yield bonds and capital
Asset Management
instruments of regulated issuers.
Our clients’ asset management activities include
individual portfolio management, structuring and The ICM Group has significant experience in
creation of collective schemes (mutual funds, open advising arrangers, issuers and investors, including
and closed-end investment companies, hedge funds, some of the most prominent French, European and
private equity funds), and the introduction and US institutions, in connection with both domestic
marketing of foreign or offshore funds in France and international transactions.
(both UCIT and non UCIT funds).
7
The ICM Group’s close relations with French Education / Documentation
authorities in the relevant sectors (including the
French Treasury, the Bank of France, the Almost all the partners and associates of the
Commission des Opérations de Bourse and the Department have been educated or trained in the
Paris Stock Exchange) enable the smooth running United States or in the United Kingdom or have
of day-to-day transactions as well as the practised law in one of these countries. Some are
introduction of new financial products. The ICM also US, Canadian, UK and Australian nationals.
Group has also acquired a thorough knowledge of All are bilingual in French and English and some
clearing and payment systems as well as custody are multilingual (German, Italian, Arabic, etc.).
and distribution systems.
The documentation generated by the Department
Service to clients of the ICM Group is enhanced by is drafted primarily in English and French.
the Firm’s experience in, inter alia, derivative
products, securitisation and corporate finance, such
that the ICM Group is at the forefront of Clientele
developments in the bond and equity linked
markets. The transactions handled by the Department
originate from and involve leading international
Derivatives and domestic banking and corporate clients:
Lawyers in the ICM group have extensive Major French commercial banks,
experience in financial engineering, structuring,
documenting and collateralising OTC derivatives, Major international investment and commercial
including forwards (currencies, FRAs, SAFE), banks from Europe, the US and Asia,
swaps (IRS, currency, asset, equity, commodity,
volatility, hybrid swaps) and options, with International Financial Institutions and Export
particular emphasis on structured instruments and Credit Agencies,
new publicly or privately offered derivative
financial products such as credit derivatives. Major domestic and international corporations
in Europe, North America and Asia and
They also handle litigation and negotiations international joint ventures involving such
involving derivative products. Again, specialist tax corporations, and
advice can be provided in this area. The Firm has
provided ISDA with the opinions on French law for Governments, territories and municipalities.
the Master Agreements, the Credit Support
Documents and related issues since 1987.
Further Information
Repos and Securities Lending
For more information on our Firm and its world-
The ICM Group has an extensive experience in wide practice, you are invited to consult our
advising investment banks, major companies and website at www.gide.com or contact any of the
mutual funds in connection with the French Master lawyers presented on the following pages.
Agreements on Repos and Securities Lending. In
particular, the ICM Group assists its clients for the
negotiation of, and amendments to, such master
agreements. The ICM Group includes some of the
most highly respected authors on French repos.
8
Partners
In Paris
Emmanuel Fontaine Eric Cartier-Millon
Project Finance Structured Finance - Debt Instruments
Tel. +33 (0)1 40 75 61 16 Tel. +33 (0)1 40 75 36 61
Fax +33 (0)1 40 75 69 16 Fax +33 (0)1 40 75 37 03
E-mail: fontaine@gide.com E-mail: cartiermillon@gide.com
Bruno de Cazalet Xavier de Kergommeaux
Project Finance Securitisation
Tel. +33 (0)1 40 75 61 19 Tel. +33 (0)1 40 75 36 52
Fax +33 (0)1 40 75 37 19 Fax +33 (0)1 40 75 37 62
E-mail: cazalet@gide.com E-mail: kergommeaux@gide.com
François Krotoff John D. Crothers
Project Finance Project Finance
Tel. +33 (0)1 40 75 61 26 Tel. +33 (0)1 40 75 29 24
Fax +33 (0)1 40 75 69 26 Fax +33 (0)1 40 75 69 24
E-mail: krotoff@gide.com E-mail: crothers@gide.com
Kamel Ben Salah Gilles Saint Marc
Structured Finance Securitisation
Tel. +33 (0)1 40 75 61 54 Tel. +33 (0)1 40 75 29 34
Fax +33 (0)1 40 75 37 03 Fax +33 (0)1 40 75 37 62
E-mail: bensalah@gide.com E-mail: saintmarc@gide.com
Jean-Guillaume d’Hérouville Rupert Reece
Financial Institutions & Services Project Finance
Tel. +33 (0)1 40 75 61 72 Tel. +33 (0)1 40 75 29 84
Fax +33 (0)1 40 75 69 65 Fax +33 (0)1 40 75 37 60
E-mail: herouville@gide.com E-mail: reece@gide.com
Jean-Marc Desaché Alban Caillemer du Ferrage
ICM - Equity Instruments Derivatives
Tel. +33 (0)1 40 75 36 15 Tel. +33 (0)1 40 75 36 50
Fax +33 (0)1 40 75 37 15 Fax +33 (0)1 40 75 37 86
E-mail: desache@gide.com E-mail: acf@gide.com
Olivier Dauchez Stéphane Puel
Project Finance - Tax Financial Institutions & Services
Tel. +33 (0)1 40 75 61 35 Tel. +33 (0)1 40 75 29 69
Fax +33 (0)1 40 75 36 14 Fax +33 (0)1 40 75 37 02
E-mail: dauchez@gide.com E-mail: puel@gide.com
9
Hubert Merveilleux du Vignaux
ICM - Debt & Equity Instruments
Tel. +33 (0)1 40 75 36 36
Fax +33 (0)1 40 75 37 68
E-mail: vignaux@gide.com
In London
Christopher B. Mead Michael Doran
Structured Finance - ICM ICM - Debt Instruments
Debt & Equity Instruments Securitisation - Project Finance
Tel. +44 (0)20 7826 9710 Tel. +44 (0)20 7826 9740
Fax +44 (0)20 7826 9701 Fax +44 (0)20 7826 9701
E-mail: cmead@gide.com E-mail: mdoran@gide.com
Colin Mercer Arnaud Duhamel
Securitisation - Derivatives ICM - Debt & Equity Instruments
Tel. +44 (0)20 7826 9720 Tel. +44 (0)20 7826 9750
Fax +44 (0)20 7826 9701 Fax +44 (0)20 7826 9701
E-mail: cmercer@gide.com E-mail: duhamel@gide.com
Anthony Davis Patrice Doat
Structured Finance - Derivatives Securitisation
ICM - Tax Tel. +44 (0)20 7826 9757
Tel. +44 (0)20 7826 9770 Fax +44 (0)20 7826 9701
Fax +44 (0)20 7826 9701 E-mail: doat@gide.com
E-mail: adavis@gide.com
Scott P.F. Cameron Margaret Boswell
Structured Finance - ICM Structured Finance - Securitisation
Project Finance ICM
Tel. +44 (0)20 7826 9730 Tel. +44 (0)20 7826 9760
Fax +44 (0)20 7826 9701 Fax +44 (0)20 7826 9701
E-mail: scameron@gide.com E-mail: mboswell@gide.com
In New York
Marianne Rosenberg Robert MacDonald
Asset Finance - Structured Finance Project Finance - Securitisation
Project Finance - Banking Structured Finance - Derivatives - Tax
Tel. +1 212 403 6701 Tel. +1 212 403 6702
Fax +1 212 403 6740 Fax +1 212 403 6740
E-mail: mrosenberg@gide.com E-mail: macdonald@gide.com
David Malamed
Structured Finance - ICM
Tel. +1 212 403 6703
Fax +1 212 403 6740
E-mail: malamed@gide.com
10
www.gide.com
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NOVEMBER 2007
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