Corporate Trust

The Simmons & Simmons corporate trust and agency team has acted for many years for corporate trustees and agents on a wide variety of capital and loan market transactions, defaults, restructurings and disputes. Our experience spans advising note trustees, paying agents, fiscal agents, cash managers, loan/facility agents, calculation agents, security trustees and escrow agents.

We pride ourselves on providing an efficient and pragmatic service for corporate trustees and agents, their customers and other transaction stakeholders and have acted for all the major players in the market, both bank affiliated and the growing number of independent trust/agency providers now operating in Europe’s capital and loan markets. Working with colleagues in our banking, capital markets, tax and litigation practices, we provide a full service covering new issue/origination work, post-transaction advisory work (e.g. amendments and waivers, rating downgrades and general advice on the manner in which trustee/agent discretions may be exercised) and disputes, usually in the context of issuer/borrower defaults.

Specialist Expertise

We act for leading members of the corporate trust and agency community on matters such as:

  • 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.

Experience

  • advising the agent and security trustee on various restructurings and refinancings, including Tragus (Casual Dining Group), Telepizza and Towergate
  • 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
  • advising on numerous successor/replacement agent/security trustee roles, including co-ordinating advice across multiple jurisdictions to ensure the integrity of the underlying security package
  • advising on several receivables backed transactions including complex account waterfall structures administered by the loan or paying agent
  • advising an independent security trustee on the enforcement over a portfolio of hotels in the UK as part of a “loan to own” transaction
  • [physical and synthetic ETFs structured as secured debt
  • CLOs with reference obligations being pools of loans in the eurozone
  • UK mortgage securitisations].