Representative Engagements

CAPITAL MARKETS AND SECURITIES

Initial Public Offerings and Rights Issues

• Glenveagh Properties PLC, an Ireland-based development and building company and portfolio company of Oaktree Capital, in:
  • its €550 million initial public offering on the Dublin and the London stock exchange, lead managed by Credit Suisse and Davy; and
  • a placing and open offer that raised proceeds of €213 million, lead managed by Jefferies International and Davy.
• Non-Standard Finance Plc, a new venture set up to acquire and operate one or more non-standard consumer finance businesses, in its initial public offering (under Regulation S and Rule 144A) and listing on the London Stock Exchange, with UBS Investment Bank acting as sole bookrunner and Peel Hunt acting as lead manager.
• Reckitt Benckiser Group Plc in the spin-off of RB Pharma, its Virginia-based pharmaceuticals unit and the listing of the new stand-alone company, named Indivior Plc, on the London Stock Exchange.
• SEGRO plc, a UK-based real estate investment trust, in its offering of:
  • £573 million of ordinary shares, lead managed by BofA Merrill Lynch and UBS; and
  • £450 million of ordinary shares, lead managed by BofA Merrill Lynch and UBS.
• Shawbrook Group plc, an independent specialist lending and savings bank serving UK small and medium sized enterprises and consumers, in its initial public offering and listing on the London Stock Exchange, with BofA Merrill Lynch and Goldman Sachs International acting as joint sponsors, joint global coordinators and joint bookrunners, Macquarie Capital (Europe) acting as joint bookrunner and Keefe, Bruyette & Woods acting as lead managers.
• Swiss Re Corporate Solutions Ltd in its debut capital markets offering of $500 million of subordinated fixed rate resettable callable loan notes with a scheduled maturity in 2044.
• Takeaway.com N.V., a leading online food delivery marketplace in Continental Europe, in its initial public offering and listing on Euronext Amsterdam, with Merrill Lynch International and Morgan Stanley & Co. International plc acting as joint global coordinators and joint bookrunners and with ABN AMRO Bank N.V. and UBS Limited acting as joint bookrunners in connection with the offering.

Investment Grade and High Yield Debt

• Aurum Group, an Apollo-owned retailer of luxury watches and jewelry, in its offering of £265 million of 8.50% senior notes due 2023, lead managed by Goldman Sachs, Barclays, Jefferies, and Wells Fargo.
• Arrow Global Group PLC, a data-driven debt purchase and receivables management company, in its offering of:
  • €400 million of senior secured floating rate notes due 2025, with DNB Markets, Goldman Sachs International, J.P. Morgan and HSBC acting as bookrunners and global coordinators;
  • €285 million of senior secured floating rate notes due 2026 and its tap offering of £100 million of its existing 5.125% senior secured notes due 2024, with J.P. Morgan and HSBC acting as bookrunners and global coordinators;
  • €230 million senior secured floating rate notes due 2023, with Goldman Sachs International, J.P. Morgan and HSBC acting as bookrunners and global coordinators;
  • £220 million of 5.125% senior notes due 2024, with Goldman Sachs International, J.P. Morgan and HSBC acting as bookrunners and global coordinators; and
  • €110 million senior secured floating rate notes due 2021, with Goldman Sachs International and J.P. Morgan acting as bookrunners and global coordinators.
• Cable & Wireless Communications plc, a UK-based telecommunications services provider, in its offering of $750 million of 6.875% senior notes due 2022, with J.P. Morgan, BNP Paribas, RBC Capital Markets and Scotiabank acting as book-running managers.
• Cell C (Pty) Limited in an offering of €239.9 million 8.625% first priority senior secured notes due 2018, lead managed by MedInvestment Bank SAL.
• Gestamp Automocion SA, a leading global supplier of automotive components and assemblies, in its offering of €400 million of 3.25% senior notes due 2026, lead managed by Deutsche Bank, Bankia, BBVA, BNP, BofA Merrill Lynch, CaixaBank, Santander and Societe Generale.
• Grupo Antolin-Irausa SA, a global tier 1 player in the design, development, manufacturing and supply of automotive interior components, in its offering of €250 million of 3.38% senior notes due 2026, lead managed by Deutsche Bank, BBVA, BNP, HSBC, Santander and Societe Generale.
• Oddo Seydler Bank AG, as joint bookrunner and sole global coordinator, in connection with ADLER Real Estate AG’s Regulation S offering of €300 million 4.75% notes due 2020.
• Swiss Re Admin Re Limited, a subsidiary of Swiss Re Ltd, on its debut capital markets offering of $750 million notes with a scheduled maturity in 2023.

Hybrid Securities

• Swiss Re Ltd:
  • in connection with the issuance of up to $800 million subordinated fixed-to-floating rate non step-up callable loan notes, with a scheduled maturity in 2052, as part of a loan issuance facility between Swiss Re Ltd and a repackaging vehicle;
  • in connection with the issuance of up to $750 million perpetual subordinated fixed spread callable loan notes as part of a loan issuance facility between Swiss Re Ltd and a repackaging vehicle;
  • in a refinancing of hybrid debt, including the issuance in the Regulation S market of €750 million of perpetual subordinated notes through a repackaging vehicle;
  • in connection with the issuance of up to $700 million subordinated fixed-to-floating rate non step-up callable loan notes with a scheduled maturity in 2050 as part of a loan issuance facility between Swiss Re Ltd and a repackaging vehicle; and
  • in connection with the issuance of up to $400 million subordinated non step-up callable loan notes with a scheduled maturity in 2056 as part of a loan issuance facility between Swiss Re Ltd and a repackaging vehicle.
• Swiss Re Finance (Luxembourg) S.A. in connection with the issuance of:
  • $1 million guaranteed subordinated fixed rate reset step-up callable notes with a scheduled maturity in 2049 irrevocably guaranteed on a subordinated basis by Swiss Reinsurance Company Ltd; and
  • €750 million guaranteed subordinated fixed rate reset step-up callable notes with a scheduled maturity in 2049 irrevocably guaranteed on a subordinated basis by Swiss Reinsurance Company Ltd.
• Swiss Re GB Plc in the listing of $750 million of perpetual subordinated notes on the Luxembourg Stock Exchange.

Accelerated Book Builds

• Countrywide plc in connection with the sale of 21,610,467 shares effected by way of a cash box placing, with Jeffries International Limited and Barclays Bank plc acting as joint bookrunners.
• Funds affiliated with Oaktree Capital Management, L.P. in the sale of ordinary shares in Stock Spirits Group PLC, representing approximately 37% of the ordinary share capital of the company. The disposal was effected by way of an accelerated book building offering. J.P. Morgan Cazenove and Nomura acted as joint bookrunners and placing agents to Oaktree on the placing and Joh. Berenberg, Gossler & Co. KG was also appointed to act as selling agent.
• RBS Special Opportunities Fund in the sale of 41,712,397 ordinary shares in Arrow Global Group PLC, approximately 23.9% of Arrow Global’s ordinary share capital, with Goldman Sachs International and Jefferies International Limited acting as bookrunners and placing agents.
• TAG Immobilien AG in connection with the sale of ordinary shares by its subsidiary in an accelerated book building offering to institutional investors, with Berenberg, Gossler & Co. KG and Kempen & Co. acting as joint bookrunners.

MERGERS & ACQUISITIONS

• Funds managed by affiliates of Apollo Global Management, LLC in connection with the acquisition of an 80.1% interest in Lumileds, a leading supplier of lighting components to the general illumination, automotive and consumer electronics markets. Philips will retain the remaining 19.9% interest in Lumileds.
• Aurum Group USA, Inc., a subsidiary of Aurum Holdings Ltd., in its $108 million acquisition of Mayor’s Jewelers, Inc., a leading Florida-based luxury watch and jewelry retailer, from Birks Group Inc.
• Bremer Kreditbank AG (BKB Bank), the German bank, in the acquisition of 100% of the share capital in Bankhaus Neelmeyer from UniCredit Bank AG.
• General Atlantic:
  • in the acquisition of a majority stake in Hemnet, Sweden’s leading online real estate classifieds platform;
  • and Warburg Pincus in the acquisition of a 49% stake in Network International, the largest payments solutions provider in the Middle East and Africa; and
  • and other shareholders in Yemek Sepeti, the leading Turkish online food delivery platform, in the sale of their shares to Delivery Hero Holdings, valuing Yemek Sepeti at $589 million.
• GIC, Singapore’s sovereign wealth fund, in its €1.8bn acquisition with Hellman & Friedman of Allfunds Bank, S.A., a leading global financial solutions company, from Intesa Sanpaolo Group, Santander Group, General Atlantic and Warburg Pincus.
• Goodpack, a Singapore-based manager of a global fleet of returnable containers, provider supply chain solutions and a portfolio company of KKR, in its joint venture agreement with CEVA Logistics, a Switzerland-based asset-light supply chain management company.
• J.C. Flowers & Co., a New York-based private investment firm, in its sale of a 21.4% stake in Pension Insurance Corporation, a UK-based specialist insurer, to Abu Dhabi Investment Authority.
• KKR in its:
  • potential investment in Exact Software, a leading provider of business and accounting software in the Benelux region;
  • sale of its stake in Saba Infraestructuras, a Spain-based industrial operator of urban mobility solutions, to Criteria Caixa, a Spain-based investment holding company;
  • investment in Söderberg & Partners, a Sweden-based leader in pensions advice, wealth management and non-life insurance funds;
  • sale of a 75% equity stake in South Staffordshire Plc, a UK-based integrated services group that operates a regulated water company, to pension funds and other institutional investors advised by Arjun Infrastructure Partners, a UK-based infrastructure investment advisory company; and
  • sale of a majority stake in United Group B.V., a Netherlands-based media and communication services provider, to funds advised by BC Partners, a UK-based investment firm.
• KPS Capital Partners, LP in its acquisition, through a newly formed affiliate, of WHA Holding SAS (Winoa), a France-based manufacturer of steel abrasives, and its affiliates from a consortium of investors.
• Nova KBM d.d. (NKBM), the second largest bank in Slovenia and portfolio company of funds affiliated with Apollo Global Management, LLC, in the acquisition of:
  • KBS d.d., the former Slovenian subsidiary of Raiffeisen Bank International, and the subsequent merger between NKBM and KBS; and
  • 100% of the share capital in Summit Leasing Slovenija d.o.o, a leasing company, from Sumitomo Corporation.
• Pace plc, a UK-based television set-top box manufacturer, in its proposed $2.1 billion sale to Arris Group. Inc., a US-based telecommunications hardware company.
• Roark Capital Group in the acquisition of International Car Wash Group, a car wash group with operations across Europe as well as the U.S. and Australia, from TDR Capital LLP, the London-based private equity firm.
• Seguradoras Unidas, S.A. (formerly known as Companhia de Seguros Tranquilidade, S.A.) in connection with the acquisition of Açoreana Seguros, S.A. (Açoreana), the Portugal-based insurance affiliate of the Banif Financial Group, from Soil – SGPS, S.A. and Oitante, S.A. and the subsequent merger of Açoreana into Tranquilidade.
• SoftwareONE, a Switzerland-based software and cloud portfolio management company, in its acquisition of COMPAREX, a Germany-based IT service provider, from Raiffeisen Informatik GmbH, an Austria-based computing center operator.

FINANCINGS

• Aurum Group, a retailer of luxury watches and jewelry, in a £40 million super-senior asset-based lending facility in the UK and a $60 million asset-based lending facility in the U.S.
• Bright Bidco B.V. in a secured term loan financing of $1.15 billion and a secured revolving credit financing of $200 million in order to fund the consummation of the acquisition, by funds managed by affiliates of Apollo Global Management, LLC, of an 80.1% interest in Lumileds Holding B.V., a leading supplier of lighting components to the general illumination, automotive and consumer electronics markets.
• Deutsche Bank AG, London Branch in the U.S. law aspects relating to a €141 million senior facility agreement for IGM Resins, a multinational business specializing in the development, manufacturing and supply of products and technical services to the global UV Ink & Coating industry.
• Financing of the acquisition of Diamond Resort International, a leader in hospitality and vacation ownership, by funds managed by affiliates of Apollo Global Management, LLC, which included $700 million first lien senior secured term loans, a $100 million first lien senior secured revolving facility, $500 million first lien senior secured notes due 2024 and $600 million senior unsecured notes due 2024.
• Financing of the acquisition of OM Group, Inc. by funds managed by affiliates of Apollo Global Management, LLC, which involved both first lien and second lien secured credit facilities in the amount of $525 million and $125 million, respectively.
• Non-Standard Finance plc (NSF) on the debt financing aspects of its £53.5 million acquisition of George Banco Limited by NSF’s indirect subsidiary, Everyday Loans Limited.
• Palladium Equity Partners, LLC, in its financing for the acquisition of Kymera International, a leading global specialty materials company, from Platinum Equity.
• Revlon, Inc., a manufacturer and distributor of beauty products and fragrances, in a €77 million asset-based term loan financing for certain of its international subsidiaries, which is supported by a borrowing base with collateral in Australia, Bermuda, France, Germany, Italy, the Netherlands, Spain, Switzerland and the United States.
• Roark Capital Group in the financing for the acquisition of International Car Wash Group, a car wash group with operations across Europe as well as the U.S. and Australia, from TDR Capital LLP, the London-based private equity firm, which included first lien and second lien secured credit facilities in the amount of $475 million and $175 million, respectively.
• Studio Moderna Holdings B.V. in connection with a new facility agreement with VTB Bank (Deutschland) AG for an aggregate principal amount of €60 million, including collateral arrangements in the Netherlands, Switzerland, Russia, Slovenia and Romania.
• The Stars Group, an online gaming company, in a $6.8 billion financing in connection with the acquisition of UK-based Sky Betting & Gaming, creating the world’s largest publicly listed online gaming company.
• XL Group Ltd., who through its subsidiaries operates as an insurance and reinsurance company worldwide, in four Bilateral Facility Agreements for the issuance of letters of credits in connection with Funds of Lloyd’s requirements, totaling an aggregate of €600 million.