Lending & Secured Finance 2020A practical cross-border insight into lending and secured finance

Eighth Edition

Featuring contributions from:Allen & Overy LLP

Anderson Mori & Tomotsune

Asia Pacific Loan Market Association

Astrea

Baker & McKenzie LLP

Bravo da Costa, Saraiva – Sociedade de Advogados

Cadwalader, Wickersham & Taft LLP

Carey

Carey Olsen Jersey LLP

Cleary Gottlieb Steen & Hamilton LLP

Cordero & Cordero Abogados

Criales & Urcullo

Cuatrecasas

Davis Polk & Wardwell LLP

Debevoise & Plimpton LLP

Dechert LLP

Dillon Eustace

Drew & Napier LLC

E & G Economides LLC

Fellner Wratzfeld & Partners

Freshfields Bruckhaus Deringer LLP

Fried, Frank, Harris, Shriver & Jacobson LLP

Holland & Knight

HSBC

Jadek & Pensa

Latham & Watkins LLP

Laurence Khupe Attorneys (inc. Kelobang Godisang Attorneys)

Law firm Trpenoski

Lee and Li, Attorneys-at-Law

Loan Market Association

Loan Syndications and Trading Association

Loyens & Loeff Luxembourg S.à r.l.

Macesic & Partners LLC

Maples Group

McMillan LLP

Milbank LLP

Morgan, Lewis & Bockius LLP

Morrison & Foerster LLP

Nielsen Nørager Law Firm LLP

O’Melveny & Myers LLP

Orrick, Herrington & Sutcliffe LLP

Pestalozzi Attorneys at Law Ltd

PLMJ Advogados, SP RL

Proskauer Rose LLP

Rodner, Martínez & Asociados

Sardelas Petsa Law Firm

Seward & Kissel LLP

Shearman & Sterling LLP

Skadden, Arps, Slate, Meagher & Flom LLP

SZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH

TTA – Sociedade de Advogados

Veirano Advogados

Wakefield Quin Limited

Walalangi & Partners (in association with Nishimura & Asahi)

White & Case LLP

Table of Contents

Expert Chapters

17

140

22

35

47

70

81

88

102

116

124

An Introduction to Legal Risk and Structuring Cross-Border Lending TransactionsThomas Mellor & Marcus Marsh, Morgan, Lewis & Bockius LLP

Countdown to 2021: The End of LIBOR and the Rise of SOFRKalyan (“Kal”) Das & Y. Daphne Coelho-Adam, Seward & Kissel LLP

Global Trends in Leveraged LendingJoshua Thompson & Korey Fevzi, Shearman & Sterling LLP

Commercial Lending 2020Bill Satchell & Elizabeth Leckie, Allen & Overy LLP

A Comparative Overview of Transatlantic Intercreditor AgreementsLauren Hanrahan & Suhrud Mehta, Milbank LLP

The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and ForecastsMichael C. Mascia & Wesley A. Misson, Cadwalader, Wickersham & Taft LLP

The Continued Prevalence of European Covenant LiteJames Chesterman, Jane Summers, Daniel Seale & Karan Chopra, Latham & Watkins LLP

Liability Management: Exploring the Practitioner’s ToolboxScott B. Selinger & Ryan T. Rafferty, Debevoise & Plimpton LLP

Driving Innovation: New Opportunities for Law Firms to Partner with Global Clients in Cross-Border ProjectsHanno Erwes & Tracy Springer, HSBC

2020: Financing Private Equity Transactions in a New DecadeScott M. Zimmerman & Lindsay Flora, Dechert LLP

Acquisition Finance in Latin America: Navigating Diverse Legal Complexities in the RegionSabrena Silver & Anna Andreeva, White & Case LLP

31

41

54

73

85

93

109

120

132

The Continuing Evolution of the Direct Lending MarketMeyer C. Dworkin, David Hahn, Scott M. Herrig & Sarah Hylton, Davis Polk & Wardwell LLP

Acquisition Financing in the United States: Continuing as is in 2020?Geoffrey R. Peck & Mark S. Wojciechowski, Morrison & Foerster LLP

A Comparison of Key Provisions in U.S. and European Leveraged Loan AgreementsSarah M. Ward & Mark L. Darley, Skadden, Arps, Slate, Meagher & Flom LLP

Recent Developments in U.S. Term Loan BDenise Ryan & Kyle Lakin, Freshfields Bruckhaus Deringer LLP

An Introduction to Anti-Net Short Provisions in Syndicated LoansTodd Koretzky, Allen & Overy LLP

Analysis and Update on the Continuing Evolution of Terms in Private Credit TransactionsSandra Lee Montgomery & Michelle L. Iodice, Proskauer Rose LLP

Trade Finance on the Blockchain: 2020 UpdateJosias Dewey, Holland & Knight

An Overview of Debtor in Possession FinancingJulian S.H. Chung & Gary L. Kaplan, Fried, Frank, Harris, Shriver & Jacobson LLP

Developments in Midstream Oil and Gas Finance in the United StatesElena Maria Millerman, Christopher Richardson & Ariel Oseasohn, White & Case LLP

Editorial Chapters

1

7

14

Loan Syndications and Trading: An Overview of the Syndicated Loan MarketBridget Marsh & Tess Virmani, Loan Syndications and Trading Association

Loan Market Association – An OverviewNigel Houghton & Hannah Vanstone, Loan Market Association

Asia Pacific Loan Market Association – An OverviewAndrew Ferguson & Rosamund Barker, Asia Pacific Loan Market Association

Table of Contents

Expert Chapters Continued

Q&A Chapters

145

154

Sustainability Finance – Recent Growth and DevelopmentJai S. Khanna & José A. Morán, Baker & McKenzie LLP

The Section 363 Sale & Acquisition Financing Process: Key Considerations from a Buyer’s PerspectiveLisa M. Schweitzer, Margaret S. Peponis, Katherine R. Reaves & Ashley A. Kerr, Cleary Gottlieb Steen & Hamilton LLP

150

159

2020 Private Credit Overview and Update: Financing the Middle MarketJeff Norton, Sung Pak, John J. Rapisardi & Joseph Zujkowski, O’Melveny & Myers LLP

Cross-Border Derivatives for Project Finance in Latin AmericaFelicity Caramanna, Credit Agricole Corporate and Investment Bank

163 AngolaBravo da Costa, Saraiva – Sociedade de Advogados / PLMJ: João Bravo da Costa & Joana Marques dos Reis

170 AustriaFellner Wratzfeld & Partners: Markus Fellner & Florian Kranebitter

277 DenmarkNielsen Nørager Law Firm LLP: Thomas Melchior Fischer & Brian Jørgensen

285 EnglandAllen & Overy LLP: Oleg Khomenko & Jane Glancy

181 BelgiumAstrea: Dieter Veestraeten

188 BermudaWakefield Quin Limited: Erik L Gotfredsen & Jemima Fearnside

196 BoliviaCriales & Urcullo: Andrea Mariah Urcullo Pereira & Daniel Mariaca Álvarez

203 BotswanaLaurence Khupe Attorneys (inc. Kelobang Godisang Attorneys): Wandipa T. Kelobang, Monica Gamu Makhala & Baboloki Mathware

210 BrazilVeirano Advogados: Lior Pinsky, Ana Carolina Barretto & Amanda Leal

218 British Virgin IslandsMaples Group: Michael Gagie & Matthew Gilbert

226 CanadaMcMillan LLP: Jeff Rogers & Don Waters

236 Cayman IslandsMaples Group: Tina Meigh & Lucy Sleep

244

260

ChileCarey: Diego Peralta, Fernando Noriega & Diego Lasagna

CroatiaMacesic & Partners LLC: Ivana Manovelo

252 Costa RicaCordero & Cordero Abogados: Hernán Cordero Maduro & Ricardo Cordero B.

295 FranceOrrick Herrington & Sutcliffe LLP: Emmanuel Ringeval

306 GermanySZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH: Dr. Dietrich F. R. Stiller, Dr. Andreas Herr & Dr. Michael Maxim Cohen

315 GreeceSardelas Petsa Law Firm: Konstantina (Nantia) Kalogiannidi & Vasiliki Liappi

323 IndonesiaWalalangi & Partners (in association with Nishimura & Asahi): Hans Adiputra Kurniawan, Anggarara C. Pratiwi Hamami & Ophelia Novka Kusuma Asri

330 IrelandDillon Eustace: Conor Keaveny, Jamie Ensor & Richard Lacken

340 ItalyAllen & Overy Studio Legale Associato: Stefano Sennhauser & Alessandra Pirozzolo

349 JapanAnderson Mori & Tomotsune: Taro Awataguchi & Yuki Kohmaru

358 JerseyCarey Olsen Jersey LLP: Robin Smith & Laura McConnell

368 LuxembourgLoyens & Loeff Luxembourg S.à r.l.: Antoine Fortier Grethen

376 MozambiqueTTA – Sociedade de Advogados / PLMJ: Gonçalo dos Reis Martins & Nuno Morgado Pereira

268 CyprusE & G Economides LLC: George Economides & Virginia Adamidou

384 NetherlandsFreshfields Bruckhaus Deringer LLP: Mandeep Lotay & Tim Elkerbout

398

392 North MacedoniaLaw firm Trpenoski: Natasha Trpenoska Trencevska & Bojana Paneva

PortugalPLMJ Advogados, SP RL: Gonçalo dos Reis Martins

Table of Contents

Q&A Chapters Continued

414

405 RussiaMorgan, Lewis & Bockius LLP: Grigory Marinichev & Alexey Chertov

434

SingaporeDrew & Napier LLC: Pauline Chong, Renu Menon, Blossom Hing & Ong Ken Loon

424 SloveniaJadek & Pensa: Andraž Jadek & Žiga Urankar

South AfricaAllen & Overy (South Africa) LLP: Lionel Shawe

444 SpainCuatrecasas: Héctor Bros & Manuel Follía

455 SwedenWhite & Case LLP: Carl Hugo Parment & Magnus Wennerhorn

462 SwitzerlandPestalozzi Attorneys at Law Ltd: Oliver Widmer & Urs Klöti

471

495

TaiwanLee and Li, Attorneys-at-Law: Hsin-Lan Hsu & Odin Hsu

USAMorgan, Lewis & Bockius LLP: Thomas Mellor & Rick Eisenbiegler

480 United Arab EmiratesMorgan, Lewis & Bockius LLP: Victoria Mesquita Wlazlo & Tomisin Mosuro

507 VenezuelaRodner, Martínez & Asociados: Jaime Martínez Estévez

Lending & Secured Finance 2020

Chapter 19116

2020: Financing Private Equity Transactions in a New Decade

Dechert LLP Lindsay Flora

Scott M. Zimmerman

In order to continue to deploy capital, many private equity firms have been and will pay higher multiples with increased leverage (i.e., more debt). According to the Merger Market Report, the median price-to-EBITDA multiple for deals globally has risen steadily after formerly peaking in 2007, reaching a level of 11.5× by the start of 2019.

The private debt markets have responded to the demand for leverage to support higher acquisition earnings multiples. Assets under management in private debt climbed to $812 billion in 2019. While private debt experienced a slight decrease in fundraising in 2019 as compared to 2018 ($104 billion vs. $120 billion), this was the fourth consecutive year that inves-tors committed more than $100 billion to the asset class. One of the drivers of the increased allocation of assets to private debt is the diversification of asset classes within asset managers. As private equity firms leveraged their expertise in fund-raising and capital deployment, many have transitioned from single class asset managers (i.e. private equity) to multi-class asset managers, with one of the most in-demand asset classes being private debt. According to the Merger Market Study, 27% of respond-ents identified private debt and direct lending as the firm’s top priority for expansion.

For many asset managers, expanding their product port-folio to include private debt offers a number of strategic bene-fits in addition to increasing assets under management and the related income streams, including satisfying demand from their existing institutional investors, enabling them to offer more flexible capital structures to support the leverage buyout market, leveraging existing investor and investee relationships. Investments in private debt result in a more rapid deployment of capital, as debt investments often can be deployed in the primary or secondary markets with less infrastructure support than traditional control buy-outs. Given the current demand for private debt as an asset class, when combined with the need for committed capital to support private equity transactions amid rising valuation multiples, we expect asset managers to continue raising and allocating capital to private debt funds.

Market Terms DivergeThe inextricable link between the search for yield, the diversifi-cation of investments and the continued competition by private debt funds to provide financing has resulted in many financing transactions executed with favourable and attractive borrowing terms. With this backdrop, 2019 financing terms remained favourable to borrowers and private equity sponsors. Although we believe this will continue into 2020 and beyond, there has been some bifurcation of market terms.

Introduction2019 was another robust year in the private markets. Several principal trends have defined the private equity and lever-aged finance market in 2019, and should continue into the new decade: private equity firms are armed and ready to deploy record amounts of more flexible capital; there are increasing alternative investment allocations to private debt funds under the manage-ment of multi-strategy asset managers; there is an expansion of the private debt market into large cap deals; and there is a diver-gence of financing terms based on borrower quality.

Raising, Deploying and Allocating Capital in the Private MarketsPrivate equity firms will continue to be a force in global lever-aged finance deal volume in 2020 and beyond. Today, the private equity industry is one of the largest alternative asset classes in the world, with assets under management (AUM) reaching $4.11 trillion as of June 2019.1 As investors continue to look for consistent returns, they are increasingly investing in private markets and private equity firms in particular, as a source of higher and sustained returns. Additionally, as hedge funds have lost favour over the past few years, one of the principal bene-ficiaries has been private equity firms. In 2019, hedge funds made up 33% of institutional investors’ allocations to alterna-tives (a 7% drop from 2018), while private equity grew to 25% of investors’ alternative investments (up from 18% in 2018).2 This is particularly pertinent as more traditional asset classes offer historically low yields, notably the majority of bond markets (investment-grade corporate bonds yield just over 3%—well below most institutions’ target rate of return).3 Additional factors that should support the continued growth in allocations to private equity and private debt investments are recent market and regulatory initiatives that are designed to facilitate greater participation by retail investors.

As investors have continued to allocate assets to the private markets, private equity firms and other asset managers are looking to deploy record amounts of equity capital—some put this dry powder at as much as $1.7 trillion. According to a market study performed in the second quarter of 2019 by Mergermarket, on behalf of Dechert LLP, which surveyed 100 senior-level exec-utives within private equity firms across the globe that were not first time funds and who had $500 million or more in assets under management (the “Merger Market Report”), 24% of the respond-ents said that “convincing investors their capital will be put to work quickly is proving to be difficult”. The challenge facing these respondents is the result of the continued influx of capital in the private markets, strong competition and rising asset prices.

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117Dechert LLP

Lending & Secured Finance 2020

However, while private debt fund managers have been particu-larly active within private equity-related deals, banks haven’t disappeared as lenders in this area of financing. Goldman Sachs Group, for example, ranked among the top 10 lenders for U.S. buyouts based on the number of deals in 2019, announced that it plans to raise $8 billion in only its second buyout fund since the 2008 financial crisis, bolstering its ability to secure deals world-wide.7 Credit Suisse was recently able to win the lead arranger role for traditional syndications: the Shields Health’s leveraged buyout; and CityMD’s acquisition of Summit Medical. Similarly, UBS was able to persuade both CoolSys and Vida Capital to elect publicly syndicated deals over placement with private lenders.8 In addition, changes on the horizon in the bank regulatory land-scape may create additional increased competition in the debt markets. On January 30, 2020, five federal financial regula-tors jointly issued a proposed rule that would modify existing regulations implementing the Volcker Rule’s general prohibition on banking entities investing in, sponsoring, or having certain relationships with hedge funds or private equity funds (collec-tively, “covered funds”). The proposal, which follows a 2019 final rule revising the Volcker Rule’s proprietary trading provi-sions, is intended to simplify the covered fund provisions, and permit banking entities to engage in additional fund-related activities that do not present the risks that the Volcker Rule was intended to address. The Volcker Rule permits banking enti-ties that organise or offer covered funds to hold certain owner-ship interests. The proposed rule would clarify the definition of “ownership interest” by including additional characteristics that are features of an ownership interest (e.g., the right to participate in the selection or removal of a general partner, board director, investment manager, etc.). The proposal would clarify that loan or debt interests with certain creditor rights are not ownership interests and expressly exempt senior loans and senior debt.

ConclusionWhile global market conditions have provided the industry with certain obstacles over the past few years, due to the combination of investors seeking higher yields, the amount of dry powder ready for deployment and the expansion of the markets in which private debt is used, we anticipate the private equity and private debt markets to continue to thrive in the coming decade.

Endnotes1. 2020 Preqin Global Private Equity & Venture Capital Report.

Preqin, 2020.2. Segal, Julie. “Investors Are Taking Money Out of Hedge

Funds and Putting It in Private Equity.” Institutional Investor, November 13, 2019, http://www.institutionalin-vestor.com/article/b1j0b3b0phq9td/Investors-Are-Taking-Money-Out-of-Hedge-Funds-and-Putting-It-in-Private-Equity.

3. Rasmussen, Daniel, and Greg Obernshain. High-Yield Was Oxy. Private Credit Is Fentanyl. Institu-tional Investor, January 28, 2020, http://www.insti-tutionalinvestor.com/article/b1k369v2lg69qt/High-Yield-Was-Oxy-Private-Credit-Is-Fentanyl.

4. As Leveraged Loan Downgrades Mount, CLOs Cast Wary Eye on Triple-C Limits. S&P Global Market Intelligence, 1 Nov. 2019, http://www.spglobal.com/marketintelligence/en/news-insights/latest-news-headlines/leveraged-loan-news/as-leveraged-loan-downgrades-mount-clos-cast-wary-eye-on-triple-c-limits.

While the continued search for yield should support continued demand across the private markets for debt financing into 2020 and beyond, there appears to be a caution toward debt rated ‘B’ and lower. Late-cycle anxiety in 2019 resulted in corporate credits – those rated ‘B’ or below (where most leveraged buyout issuers sit) – facing headwinds in financing terms and rates as compared to higher-rated companies. Trade issues, increased pressure on yield and concerns over the possibility that we are reaching the peak of the current economic cycle are likely to continue the shift to quality credits. After tripling during 2019, the differ-ence between the spread of BB/BB- rated issuers and B/B- has reached its highest level in 10 years. The fourth quarter of 2019 started with a continuation of credit risk aversion and bifurca-tion. As in years past, many private equity-backed borrowers responded to any challenges in the market with adjustments to offerings, including revising covenants and pricing.4

Expansion of Private Debt as an Asset Class Following the 2008 financial crisis, the status quo was upended. As bank credit tightened and traditional commercial lenders exited the market as a result of decreased capacity to lend due to impaired balance sheets and heightened regulatory capital requirements, private debt funds were there to step in and fill the void; evolving from single lender financing arrangements into a source of liquidity for syndication, to acting as anchor investors for club deals, to acting as primary lender and lead arranger and competing with traditional banks for mandates. Private debt started as an alternative to traditional bank lending. It was gener-ally used for smaller deals or riskier credits that the banks passed on as not fitting their investment profile. When compared to traditional commercial banking transactions, private debt also tended to be smaller in size, have higher coupons and shorter maturities and frequently occupied the junior capital layers in the capital structure. Accordingly, it did not pose a competitive threat to the traditional commercial banking industry. Rather, private debt has traditionally filled a gap in the market for busi-nesses in need of financing which could not access customary commercial financing sources or needed an additional layer of debt beyond what those traditional sources would fund.

2019 marked another year of change in the private debt markets, as private credit transactions replaced traditional syndi-cated bank lending and high yield bond offerings in the large cap market. 2019 saw various deals in the $1 billion range, histor-ically executed in the syndicated bank lending markets, travel to the private debt market. Some examples of these large cap deals in 2019 include: an Owl Rock Capital Partners led a group of private debt investors providing a $945 million unitranche loan to Integrity Marketing; Apollo’s reported commitment of a $1.792 billion senior secured loan to finance the acquisi-tion of Gannet by New Media Investment Group; and Golub Capital’s role as sole lead arranger and administrative agent on a $950 million financing for the acquisition of Amber Road by E2Open.5 This trend does not look to be slowing down either. As of late 2019, Apollo Global Management indicated that it will be pursuing deals in the $2 billion dollar range and Blackstone Group Inc. was in the process of pitching multiple billion-dollar financings.6 There may be a litany of reasons for this develop-ment, including the need to deploy ever increasing amounts of private debt capital and the view that larger cap deals entail less risk than smaller market transactions due to the broader and frequently more diverse revenue bases of the larger borrowers, as well as deeper-pocketed sponsors able to provide their personnel and financial capital support.

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118 2020: Financing Private Equity Transactions in a New Decade

Lending & Secured Finance 2020

8. Investment Banks Are Fighting Back Against Deal-Hungry Private Lenders. Forbes, December 2, 2019, http://www.forbes.com/sites/debtwire/2019/12/02/investment-banks-are-fighting-back-against-deal-hungry-private-lend-ers/#585084bb753c.

AcknowledgmentThe authors would like to acknowledge the contribution of former associate, Adam Longenbach, in the draft of this article.

5. Direct Lenders Land Big Deals as Small Syndicated Credits Face. LCD News Today, 2019, https://golubcapital.com/wp-content/uploads/2019/09/LCD-News-Direct-lenders-land-big-deals-as-small-syndicated-credits-fade.pdf.

6. “Apollo and Blackstone Are Stealing Wall Street’s Loan Business.” Crain’s New York Business, December 18, 2019, https://www.crainsnewyork.com/finance/apollo-and-blackstone-are-stealing-wall-streets-loan-business.

7. Zhu, Julie. “Exclusive: Goldman Sachs to Raise $8 Billion for New Buyout Fund - Sources”. Yahoo Finance, Reuters, February 7, 2020, finance.yahoo.com/news/exclusive-goldman-sachs-raise-8-041133290.html.

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119

Scott M. Zimmerman, head of the firm’s leveraged finance practice, has over 30 years of experience advising his clients on hundreds of finance transactions. Mr. Zimmerman represents public and private companies, private equity firms, alternative capital providers, and other commercial and institutional providers of senior debt and mezzanine capital on a broad range of financing transactions, including public and private equity and debt offerings, secured lending, recapitalizations, and restructurings. Mr. Zimmerman is listed as a recommended lawyer for commercial lending in The Legal 500 (U.S.), which noted in a previous edition that he “clearly know(s) leveraged finance inside out” and “has the ability to handle complex, syndicated transactions in a diplomatic fashion”.

Dechert LLPThree Bryant Park, 1095 Avenue of the AmericasNew York, NY 10036-6797USA

Tel: +1 212 698 3613Email: scott.zimmerman@dechert.comURL: www.dechert.com

Dechert is a leading global law firm with 26 offices around the world. We advise on matters and transactions of the greatest complexity, bringing energy, creativity and efficient management of legal issues to deliver commercial and practical advice for clients. A Leading Finance FirmDechert’s global finance team represents a broad spectrum of asset managers, private equity sponsors and lenders – including banks and alternative capital providers – in a wide range of domestic and cross-border financing transactions and debt restructurings.

www.dechert.com

Dechert LLP

Lindsay Flora advises clients on complex corporate transactions and high yield financings, including leveraged acquisitions, syndicated debt facilities, debt commitments, bridging loans and secured lending. Ms. Flora’s clients include leading private equity sponsors and firms, financial institutions, borrowers, lenders and private and public companies. In addition, she provides counsel on a broad range of general financial and corporate matters.

Dechert LLPThree Bryant Park, 1095 Avenue of the AmericasNew York, NY 10036-6797USA

Tel: +1 212 649 8798Email: lindsay.flora@dechert.comURL: www.dechert.com

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