概要

We advise on a range of innovative ESG transactions and products in each of the retail banking, corporate and investment banking sectors.

These products include a wide variety of green, social, sustainable and sustainability-linked loans and bonds, renewable energy financings, ESG linked repos, green securitisations, the development of sustainable indices, green structured products and green covered bonds.

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経験

Our experience spans our global network and includes the following transactions:

Represented Cristal Union, a leading producer of sugar and alcohol, in its €1.01 billion refinancing agreement. The deal included €950 million under syndicated loans, €30 million in Impact bonds issued by Cristal Union and €30 million in equity loans by Unigrains. The refinancing is linked to environmental, social, and governance (ESG) criteria including the reduction of greenhouse gas emissions, lower water consumption and organic farming.
Represented BNP PARIBAS and J.P. Morgan, as joint book-running managers, in a $750,000,000 public offering of 2.900% Notes due 2032 by Archer-Daniels-Midland Company. This was ADM’s inaugural sustainable bond offering.
Represented Citigroup and BBVA, as joint book-running managers, in a €500,000,000 public offering of 0.300% Senior Notes due 2029 by Colgate-Palmolive Company. This was Colgate’s inaugural sustainable bond offering.
Represented BNP PARIBAS, BofA Securities, J.P. Morgan and Wells Fargo Securities, as joint book-running managers, in a $300,000,000 public offering of 2.400% senior Notes due 2031 by Whirlpool Corporation. This was Whirlpool’s inaugural sustainable bond offering.
Represented Canadian Imperial Bank of Commerce in a $500,000,000 public offering of 0.950% Senior Notes due 2025. This was CIBC’s inaugural sustainable bond offering in the US markets.
Represented Rabobank, ING Bank and Morgan Stanley, as joint book-running managers, in a €300,000,000 public offering of 0.500% Senior Notes due 2029 by Kellogg Company. This was Kellogg’s inaugural sustainable bond offering.
Represented KBR Inc. (KBR), a public company and a leader in the fields of science, technology and engineering, in connection with an amendment and extension of its approximately $2 billion credit facilities.
Represented the West Kowloon Cultural District Authority, as borrower, in its inaugural HK$4 billion syndicated sustainability-linked term and revolving loan facilities.
Represented Bogota, Distrito Capital (i.e. City of Bogota, Colombia), as borrower, in a $250 million COP denominated unsecured loan from Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) guaranteed by the Multilateral Investment Guarantee Agency (MIGA). This was the first guaranteed loan to a city in Colombia that was denominated in local currency. The proceeds of the loan will be used by the District of Bogota to fund projects and health services in response to the COVID-19 pandemic.

Represented Bank of America in their first repurchase transaction incorporating environmental, social and governance (ESG) criteria. Bank of America entered into this EUR 225 million transaction with Yapı Kredi (a Turkish bank). The pricing of the transaction was directly linked to the level of Yapi's greenhouse gas emissions, encouraging Yapı Kredi to reduce such emissions. This innovative transaction is only the second transaction of its type in the market and received widespread coverage in the Turkish press.
Represented Vakifbank on its issue of €750,000,000 of Sustainability Notes, the first-ever offering of a sustainability bond by a Turkish commercial bank, advising the client on its Use of Proceeds (UoP) disclosure for its prospectus and marketing materials, ESG-related investor due diligence, ESG related representations and warranties for the subscription agreement and listing on Euronext Dublin’s Green Bond Segment. The net proceeds of the issue of the Sustainability Notes are to be applied by Vakifbank to green or social projects.
Advised Southwire Company, LLC (Southwire), one of North America’s largest wire and cable producers, on the renewal of its five-year, $1 billion asset based loan, which now links the company’s borrowing costs directly to its progress in achieving its sustainability targets. Under the terms of the renewed facility, loan pricing and fees are adjusted based on Southwire’s progress towards eliminating or offsetting its greenhouse gas emissions.
Represented Novartis AG and Novartis Finance S.A. in connection with an offering of €1.85 billion 0.000 percent sustainability-linked notes due 2028, for which Barclays Bank PLC, HSBC Bank plc, J.P. Morgan Securities plc and Société Générale acted as joint lead managers and BNP Paribas, Credit Suisse Securities (Europe) Limited, Deutsche Bank Aktiengesellschaft and Mizuho Securities Europe GmbH as co-managers. The transaction marks the first-ever offering of a sustainability-linked bond in the healthcare sector and the first-ever offering of a sustainability-linked bond incorporating “social” targets, with bondholders entitled to receive a higher amount of interest if Novartis fails to achieve its 2025 Patient Access Targets in low and middle income countries.
Representing social impact investors, development finance institutions and asset managers in connection with their investment and capital raising activities in Asia, which require the incorporation of human rights and other ESG policies into the transaction documents.
Advised Talent Yield (Euro) Limited and Beijing Enterprises Holdings Limited on the issuance of EUR500 million 1.0% green bonds due 2025. This is a rare ESG bond by a significant Chinese State Owned Enterprise (SOE).
Advised a leading corporate trustee in connection with the issuance of US$1.1 billion senior secured green notes by Star Energy Geothermal Darajat II, Limited and Star Energy Geothermal Salak, Ltd. This transaction was recognized as the ”Best of South East Asia Achievement Awards” and “Megatrend Deal of the Year (ESG)” by Finance Asia 2020.
Advised the lead arrangers and dealer-managers on the issuance of US$600 million 5.125% bonds due 2026 by the Government of Mongolia and concurrent tender offer for its 10.875% Senior Notes due 2021 and 5.125% Senior Notes due 2022. As a first-of-kind sovereign sustainable development bond in the Asia-Pacific region, this deal was honoured with the “Best of the Frontier Markets Achievement Awards” in 2020 by FinanceAsia and the “Securities Deal of the Year: Debt Award” in ALM’s Asia Legal Awards 2021. It was also shortlisted in the “Practice of law - liquidity & finance” category by the FT Innovative Lawyers Asia-Pacific 2021 Awards.
Assisted Georgia Renewable Power in the $525 million of term project financing arranged by AMP Capital for GRP's 2 (60MW each) biomass power plants in Franklin and Madison, GA, The financing was certified as a green loan by Kestrel Verifiers.
Acted as lenders counsel in connection with the closure of the first US sustainable use-of-proceeds syndicated subscription finance facility for the KKR Global Impact Fund. Standard Chartered Bank acted as sustainability coordinator and co-lead arranger, and Morgan Stanley acted as administrative agent and co-lead arranger.
Representing, as deal counsel, CPFL Energias Renováveis S.A., in connection with its Fourth Public Debentures Offering, with restricted placement efforts (ICVM 476), in the total amount of R$400 million, which includes Banco Santander (Brasil) S.A. as underwriter. The Issuance will fall under the Green Bond Category.
Represented the Canada Pension Plan Investment Board (CPPIB) on a $1.2 billion offering of green bonds led by CIBC World Markets Inc. and RBC. This is the first green bond sold by a pension fund globally. This transaction was a record size for a single green bond transaction in Canada according to Bloomberg data. Sold via the CPPIB Capital Inc. unit, the 10-year bonds were sold at a spread of 71 basis points over similar-maturity federal government bonds and offer a 3 percent coupon. Since that inaugural issuance we represented CPPIB on five additional Green Bond issuances totalling in excess of $4 billion in Euro, U.S. dollars and Australian dollars to a global institutional investor base.
Represented Citigroup, Bank of America and Morgan Stanley as underwriters in a public offering of $1.75 billion in auto loan-backed notes issued by the Toyota Auto Receivables 2014-A Owner Trust. This transaction marks the first-ever green bond in the auto finance market, and the proceeds of the offering will be used to finance new Toyota and Lexus gas-electric hybrid or alternative fuel powertrain vehicles that meet certain green standards. We also represented Citigroup, Bank of America and Credit Agricole Securities as underwriters in a public offering of $1.25 billion of auto loan-backed notes issued by Toyota Auto Receivables 2015-B Owner Trust, the second-ever green bond in the auto finance market. The proceeds of that offering were also used to finance new Toyota and Lexus gas-electric hybrid or alternative fuel power train vehicles that meet certain green standards.
Represented the investors in connection with the issuance of an investment grade bond of $64.75 million to refinance debt for the 50 MW La Jacinta solar park in Uruguay. This deal was named “Project Finance Deal of the Year” at GFC Media Group’s Bonds & Loans Latin America Deals of the Year awards in 2017.
Represented Citigroup, Morgan Stanley, US Bancorp and Wells Fargo Securities, as joint book-running managers, in a $1,000,000,000 public offering of 4.450% Sustainable Senior Notes due 2049 by Starbucks Corporation.
Represented BofA Merrill Lynch, Morgan Stanley and Wells Fargo Securities, as joint book-running managers, in a $500,000,000 public offering of 2.45% Senior Notes due 2026 by Starbucks Corporation. This transaction marked the first-ever US corporate sustainability bond, which raises capital for projects with a mix of social and environmental benefits.
Represented the noteholders on the private placement of approximately $135.8 million in green bonds, investment-grade rated project bonds issued to partially re-finance the 70 MW Campo Palomas wind energy project in Uruguay. The transaction demonstrates growing international investment in Uruguay’s non-conventional renewable energy market, which now constitutes more than 20 percent of the energy generated in the country. This deal was named “Project Finance Deal of the Year” at GFC Media Group’s Bonds & Loans Latin America Deals of the Year awards in 2017.
Advised Unicredit Bank AG and other banks on the issuance of a £500 million Green Mortgage Pfandbrief by Berlin Hyp AG under its debt issuance program. This was the first issuance of a Green Mortgage Pfandbrief in the German market. The Green Mortgage Pfandbrief complies with the requirements of the German Pfandbrief Act while adhering to the Green Bond Principles, which define a voluntary standard for green bonds.
Represented Vakifbank, on its offering of USD $750 million in principal amount of Senior, Unsecured Sustainability Bonds – the first Sustainability Bond of a Turkish commercial bank and have since represented Ziraat Bank on its first ever series of sustainable notes (the US$600,000,000 5.375 percent Sustainable Notes due 2026).
Advised FMO, the Dutch Development Bank, as international counsel on bilateral and syndicated financings to corporate clients, commercial banks, finance leasing companies and microcredit institutions in Vietnam, Mongolia, Bangladesh, Cambodia and Sri Lanka.
Advised several European banks on a number of innovative products and offerings, including:
- their first structured retail green bond
- their first structure retail social green bond,
- a categorization system for sustainable structured products
- the use of green bond and social bond frameworks for structured retail notes
- the creation of sustainable proprietary indices
Advised a major European bank on its use of a Robo advisor for the distribution of sustainable investment funds.
Advised a major European bank on short-form information documents for two issuance structures, a green retail product and a retail product on a new index type with a decrement structure.
Advised a major European bank on the development of an innovative new product offering designed to enable customers of the bank’s clients to offset their CO2 exposures.
Advised several international non-government agencies and government development agencies with respect to their accreditation master agreements with the United Nations Green Climate Fund.
Represented Partech International in its investment in EcoVadis SAS, a leading platform that helps companies monitor suppliers' environmental, social and ethical practices across global supply chains.