Corporate Trust

We act for leading members of the corporate trust and agency community on a variety of legal matters.

We act for all the major market players including bank affiliated and independent trust/ agency providers operating in Europe’s capital and loan markets.

We advise note trustees, paying agents, fiscal agents, cash managers, loan/facility agents, calculation agents, security trustees and escrow agents.

We work with our banking, capital markets, tax and litigation colleagues to provide a full service covering new issue/origination work, post-transaction advisory work (e.g. amendments and waivers, rating downgrades and general advice on trustee/agent discretions) and disputes, usually in the context of issuer/borrower defaults

Our core focus areas:

  • Corporate bonds, including straight one off corporates, issues under MTN programmes and convertibles, with issuers in many jurisdictions (eg UK, India, Philippines, Eastern Europe)
  • MTN programmes for SPVs, including trusteeships on numerous repackaging programmes
  • Securitisations e.g. UK mortgage backed, “data trustee” under German securitisations, representations of noteholders under Italian and Portuguese securitisations
  • Corporate, real estate and project finance loans, with a particular focus acting for independent agents and security trustees in “direct lending” transactions
  • Receivables and other asset backed financings
  • Covered bonds
  • CDOs/CLOs
  • Commodity linked securities
  • Tender/exchange offers
  • Counterparty ratings downgrades
  • Acceleration of bonds and loans and the enforcement of security
  • Disputes and court hearings over the effectiveness of subordination and inter class/creditor issues and over the meaning of provisions of securities
  • Disputes and court hearings with issuers
  • Disputes and court hearings with bondholders/informal committees
  • Consensual refinancings
  • Schemes of arrangement and similar arrangements in other jurisdictions.

Our experience

Tragus and Telepizza

Advising the agent and security trustee on various restructurings and refinancings, including Tragus (Casual Dining Group), Telepizza and Towergate.

Direct lend transactions

Advising agents and security trustees on numerous non-bank, direct lend transactions, including several unitranche financings involving complex first out/last out agreements between lenders.

Multi jurisdiction

Numerous successor/replacement agent/security trustee roles, including co-ordinating advice across multiple jurisdictions to ensure the integrity of the underlying security package.