概览

本行律师经常向处于市场领先地位的公司信托及代理就其在银行、结构性融资及资本市场交易中扮演的各种角色提供法律意见。

广泛的行业经验

我们经常向处于市场领先地位的公司信托及代理就其在银行、结构性融资及资本市场交易中扮演的各种角色提供法律意见，包括票据受托人、担保受托人、现金管理人、计算代理以及托管人等角色。我们在新发行及发行后事宜方面具有独到的经验与专长，涵盖合规、赎回及负债管理实践、潜在及实际违约、执法行动、清算、再融资以及重组。

服务范围遍及欧洲、亚洲及美洲

本行公司信托及代理业务在美国及亚太地区卓有建树，在全球范围内，本行清算、重组、诉讼及争议解决团队为信托及代理服务供应商提供法律服务，取得了令人瞩目的成就，基于此，我们于近期在伦敦组建了一支专注于公司信托及代理业务的团队，进一步扩大了资本市场发行服务的范围。

本行欧洲、美洲及亚洲团队密切合作，组成了一支专长公司信托及代理业务的全球团队，这一点少有其他律师行可比拟。公司信托及代理全球团队对全球主要的金融市场具有深入细致的了解以及第一手经验，以一体化的方式提供无缝整合的法律服务，协助客户实现商业目标。

跨学科的工作方法

我们致力于提供最优质的客户服务，综合运用重组、诉讼、争议解决等业务领域律师的法律技能，针对客户的要求组建专门的服务团队。必要时，我们能够指派其他业务领域的律师配合公司信托及代理业务团队的工作。我们的公司信托及代理业务范围极为多样化，核心顾问团队与清算、重组、税务、监管、诉讼及争议解决团队互为补充。

我们的律师具备敏锐的商业头脑，易于合作，运用一流的交易管理及谈判技巧，确保以富有建设性、务实且及时的方式解决复杂的公司信托及代理难题。我们的服务方式与谈判策略充分体现并契合客户的需求，确保客户从中得到最大的收益。

执业经验

Mayer Brown corporate trust and agency lawyers have advised on the following recent key transactions and matters:

Americas

New Issuances and Restructuring and Contentious Experience

Advising Wells Fargo Bank, N.A. as administrative agent in connection with US$800 million subscription credit facility for PIMCO BRAVO Fund II, L.P.
Representing Wilmington Trust, as agent and security agent, in relation to the combination of Vimpelcom and Wind Telecom, a deal worth around US$1.8 billion.
Representing multiple corporate trustees in connection with contentious negotiations with vulture-fund investors and other securityholders requesting that trustees investigate and pursue litigation related to purported loan-level representation and warranty breaches in securitisation deals.
Engaging in corporate trust portfolio reviews to identify, mitigate and address legal risk.
Representing multiple corporate trustees in connection with proposed settlements arising out of allegations by investors that certain entities had breached loan repurchase and servicing obligations.
Representing multiple corporate trustees in connection with multiple transactions involving the transfer of billions of dollars worth of mortgage servicing rights.
Representing The Bank of New York Mellon as trustees of RMBS securitizations in negotiating, evaluating, and winning court approval of landmark multi-billion-dollar settlements with loan originators and servicers.
Representing The Bank of New York Mellon and Citibank in defence of investor lawsuits alleging failure to investigate and prosecute RMBS servicing and underwriting claims. That representation includes an appellate win in Retirement Board of the Policemen’s Annuity & Benefit Fund v. The Bank of New York Mellon, in which the Second Circuit held that the vast majority of RMBS securities are exempt from the Trust Indenture Act.
Representing RMBS trustees in defence of municipal efforts to seize securitized mortgage loans through eminent domain and to fine trustees for building code violations on trust-owned property.
Advising RMBS trustees in connection with investor-directed loan-putback litigation.
Representing LaSalle Bank as indenture trustee of CDO notes in successful defense of litigation over waterfall terms.

Asia

New Issuances

Representing Citicorp International Limited as trustee and collateral agent in connection with multiple issuances of senior notes and private placement notes by a PRC-based real estate group.
Representing The Bank of New York Mellon as trustee in connection with the multi-tranche issuance of senior fixed rate notes and senior floating rate notes by a Japanese financial institution pursuant to its shelf registration with the United States Securities and Exchange Commission.
Representing The Hongkong and Shanghai Banking Corporation Limited as trustee in connection with the issuance of senior guaranteed perpetual securities guaranteed by a container port and terminal developer and operator.
Representing Deutsche Bank as trustee in connection with the issuance of senior unsecured guaranteed bonds by a treasury and financial services provider.
Representing The Bank of New York Mellon as trustee in connection with the update and upsize of a global medium term note programme and amendment of the related indenture of a sovereign issuer.
Representing Citicorp International Limited as trustee in connection with addition of subsidiary guarantors and collateral and The Hongkong and Shanghai Banking Corporation Limited as trustee and shared security agent and in connection with the addition of subsidiary guarantors and collateral in connection with multiple tranches of senior notes issued by a PRC-based developer and operator of large-scale, integrated logistics and trade centers.
Representing Citicorp International Limited as trustee in connection with the partial redemption of senior secured guaranteed notes by a leading telecommunications service provider.
Representing Citicorp International Limited as trustee in connection with the dual-tranche issuance of guaranteed senior notes by a leading shopping centre company.
Representing The Bank of New York Mellon as trustee in connection with the disposal of a subsidiary guarantor following an internal restructuring of a PRC-based investment group.
Representing Citicorp International Limited as trustee in connection with the issuance of zero coupon convertible bonds by a Taiwanese bulk shipowner.
Representing The Bank of New York Mellon as trustee in connection with the debut issuance of U.S. dollar-denominated senior notes by a leading Bangladesh-based telecommunications operator.
Representing The Hongkong and Shanghai Banking Corporation Limited as trustee and collateral agent in connection with the issuance of credit enhanced bonds issued by a cross border asset management and investment firm.
Representing Citicorp International Limited as trustee in connection with the issuance of CNY denominated senior guaranteed bonds by a PRC-based clean energy enterprise.
Representing Citicorp International Limited as trustee and collateral agent in connection with the issuance of senior notes by a natural gas utility company.
Representing The Bank of New York Mellon as trustee in connection with the private placement of convertible notes by an Indian online travel company.
Representing Citicorp International Limited as trustee in connection with the issuance of convertible senior notes by a real estate internet portal company.
Representing Deutsche Bank as trustee in connection with the dual-tranche issuance of fixed rate secured senior notes and variable residual rate secured junior notes by an asset management fund.
Representing Citicorp International Limited as trustee in connection with the issuance of CNY denominated, CMU-settled guaranteed bonds by a departmental store chain operator.
Representing The Bank of New York Mellon as trustee and offshore collateral agent in connection with the issuance of convertible senior notes of a solar energy company pursuant to a multi-jurisdictional debt restructuring, with parallel proceedings in Hong Kong, the Cayman Islands and the United States.
Representing The Bank of New York Mellon in connection with an auto loans receivables securitisation.
Representing Citicorp International Limited as trustee in connection with the issuance of perpetual subordinated guaranteed capital securities by a renewable energy company.
Representing Citicorp International Limited as trustee in connection with the amendment of an intercreditor agreement and share charges in respect of multiple tranches of notes issued by a PRC-based property developer.
Representing Citicorp International Limited as trustee and collateral agent in connection with a consent solicitation exercise in respect of multiple tranches of senior notes issued by a PRC-based real estate developer.
Representing Citicorp International Limited as fiscal agent and tender agent in connection with the consent solicitation exercise and tender offer through the CMU in respect of senior bonds issued by a internet data centre service provider. The exercise also involved a bondholders meeting in Hong Kong.

Europe

New Issuances

US Bank Trustees Limited, as note trustee and security trustee and in its various agency roles, in connection with EUR 410 million commercial mortgage-backed security (CMBS) secured by the Couer Defense office complex in Paris, currently valued at EUR 1.29 billion – the first French CMBS since 2007.
Wilmington Trust, as note trustee and security agent, in connection with a high yield notes offering by TES Finance plc of £200 million aggregate principal amount of 6.75% senior secured notes due 2020 and £100 million aggregate principal amount of senior secured floating rate notes due 2020.
Wilmington Trust (London) Limited, as security agent, and the lenders under the senior revolving credit facility in connection with the offer by Ideal Standard International S.A. to exchange any an all of its outstanding €275 million 11.75% Senior Secured Notes due 2018 for A-tranche 15.75% Priority PIK Senior Secured Notes due 2018, B-tranche 15.75%/11.75% PIK Toggle Senior Subordinated Secured Notes due 2018 (without option), B-tranche 15.75%/11.75% PIK Toggle Senior Subordinated Secured Notes due 2018 (with option) and C-tranche 17.75%/11.75% Equity Linked PIK Toggle Secured Notes due 2018 and certain equity interests, and the related consent solicitation.
Wilmington Trust as security trustee and facility agent in connection with a €250 million Senior Notes offering by Ideal Standard International S.A. pursuant to Rule 144A and Regulation S and a €15 million revolving credit facility.
Wilmington Trust as security trustee and agent in connection with a $520 million Senior Notes offering by Almatis Holdings 9 BV pursuant to Rule 144A and Regulation S and a $50 million revolving credit facility.

Restructuring and Contentious Experience

Representing Ambac Credit Products LLC and Ambac Assurance Ltd. in a dispute regarding the construction of commercial mortgage backed floating rate notes (Citicorp Trustee Company Limited v Barclays Bank PLC. & Others [2013] EWHC 2608 (Ch)).
Commended by the Financial Times in the ‘FT Europe Innovative Lawyers 2015’ report for acting for the trustee of an industry-wide occupational pension scheme in landmark proceedings concerning the development and proposed introduction of a new deficit contribution regime, addressing in particular the nature and extent of trustees’ duties to scheme members and how trustees should approach the exercise of their powers (Merchant Navy Ratings Pension Fund Trustees Limited v Stena Line Ltd & Others [2015] EWHC 448 (Ch)).
Defending two Guernsey trustees being sued in the Isle of Man for breach of trust and allegations of dishonesty in making distributions and failing to gather in assets. We vigorously defended the trustees which resulted in a negotiated settlement and all dishonesty allegations being withdrawn.
Advising the offshore corporate trustee of an international bank in respect of matters arising from the renewal of a liquidity facility to a securitization transaction, and representing that trustee in an application for directions from the High Court.
Representing the trustee in the first case to apply the Supreme Court’s ruling in Futter (clarifying the circumstances in which where trustees’ actions will be void or voidable at the instance of beneficiaries) in the pensions context (Prudential Staff Pensions Limited v. The Prudential Assurance Company Limited & Others [2011] EWHC 960 (Ch)).

Advising the trustee and shared security agent in connection with the consent solicitation with respect to eight tranches of notes issued by Zhenro Properties Group Limited conducted concurrently with an exchange offer and consent solicitation relating to four tranches (which included one tranche of notes issued by an affiliate within the same corporate group and serviced by another corporate trust provider) and a consent solicitation relating to perpetual securities.
Represented The Bank of New York Mellon as trustee in connection with the issuance of US$300 million 8.625% Senior Notes due 2019 by Banglalink Digital Communications Limited. The transaction involved the debut issuance of US dollar-denominated senior notes from Bangladesh.
Advised the administrative agent in connection with an US$800 million subscription credit facility for PIMCO BRAVO Fund II, L.P.
Representing Wilmington Trust, as agent and security agent, in relation to the combination of Vimpelcom and Wind Telecom, a deal worth around US$1.8 billion.
Advising the trustee and shared security agent in connection with the consent solicitation exercise in respect of US$200 million 13.25% Senior Notes due 2018 by Xinyuan Real Estate Co., Ltd.
Represented Wilmington Trust, as note trustee and security agent, in connection with a high yield notes offering by TES Finance plc of £200 million aggregate principal amount of 6.75% senior secured notes due 2020 and £100 million aggregate principal amount of senior secured floating rate notes due 2020.
Represented US Bank Trustees Limited, as note trustee and security trustee and in its various agency roles, in connection with EUR 410 million commercial mortgage-backed security (CMBS) secured by the Couer Defense office complex in Paris, currently valued at EUR 1.29 billion – the first French CMBS since 2007.

Amendments and Servicing

Represent various corporate trust and loan agency providers on a wide range of matters after closing, including indenture and trust deed compliance and liability management; mitigation of risk; addition/removal of guarantors and addition/release of collateral; and amendments to underlying transaction documents.

Defaults and Restructuring

Represented Wilmington Trust, as indenture trustee and the largest creditor (holding over US$2 billion in bond debt) of Peabody Energy, the world’s biggest coal manufacturer. As chairperson of the creditors’ committee, negotiated with the deal team to formulate the restructuring plan. Matter was awarded Restructuring Deal of the Year honors for Peabody Energy’s Chapter 11.*
T&C lawyers represented The Bank of New York Mellon, as trustee, for the notes Oi Group has issued in the international financial markets in connection with Oi Group judicial reorganization case. This transaction won “Restructuring Deal of the Year” at the International Financial Law Review’s Americas Awards 2019 and “Turnaround of the Year” at Global M&A Network’s 11th Annual Turnaround Atlas Awards.
Represented U.S. Bank, as indenture trustee for several billion dollars of senior secured bonds with liens on American Airlines’ routes, slots, and gates. The restructuring resulted in the combined merger of American Airlines and US Air, the then-largest airline in the world.
Advised The Bank of New York Mellon in connection with the restructuring of Mongolian Mining Corporation, which was named “Restructuring Deal of the Year” at the International Financial Law Review (IFLR) Asia Awards 2018. Mayer Brown guided BNY Mellon, in its capacity as a trustee for various noteholders, through the various rounds of negotiation that led to an agreed non-binding commercial term sheet and legally binding restructuring support agreement sanctioned in the Cayman Islands and Hong Kong.
Represented the trustee and offshore accounts bank in the extrajudicial reorganization proceedings in Brazil and Chapter 15 recognition proceedings in the US of Odebrecht Oil & Gas and its subsidiaries and affiliates, which resulted in the successful restructuring and mandatory exchange of more than $2.5 billion of secured notes. International Financial Law Review recognized the matter as its “Restructuring Deal of the Year” at its 2018 Americas Awards, while Latin Lawyer named it in 2017 as its “Restructuring Deal of the Year.”
Represented indenture trustee and largest creditor of Guaranty Bank in connection with its bankruptcy—one of the top 10 largest savings and loan failures in US history.
Advising the offshore corporate trustee of an international bank in respect of matters arising from the renewal of a liquidity facility to a securitization transaction, and representing that trustee in an application for directions from the High Court.

Litigation & Dispute Resolution

Represented The Bank of New York Mellon as trustee of RMBS securitizations in negotiating, evaluating, and winning court approval of landmark multi-billion-dollar settlements with loan originators and servicers, and continuing to represent the Bank in all aspects of RMBS-related and corporate trust litigation.
We represented The Bank of New York Mellon and a group of co-defendant securitization trustees in securing a milestone victory before the New York Court of Appeals. In its majority opinion, the Court of Appeals reversed an earlier First Department ruling and held that the relevant agreements did not impose an expansive duty on the trustees to enforce repurchase rights. The decision spells the end of most contract and tort claims advanced by plaintiffs and similarly situated investors in dozens of other pending cases.
Earned an important victory on behalf of The Bank of New York Mellon (BNYM), as trustee for 278 residential mortgage-backed securities. The First Department unanimously affirmed the lower court’s decision that BNYM had correctly calculated payments to certain classes of Certificate holders. The court found that, while the contracts were ambiguous, the trial court had properly relied upon BNYM’s course of conduct to resolve the dispute, and that it was correct to do so without discovery.
Appointed by Wilmington Trust as special litigation counsel in the Hellas Telecommunications bankruptcy. We are prosecuting complex fraud and recovery actions against two private equity funds on behalf of the holders of a billion-dollar judgment against the failed Greek telecom company.
Won dismissal of suits brought by the Federal Deposit Insurance Corporation (FDIC) against The Bank of New York Mellon and another trustee. The court found that because the FDIC had sold its RMBS securities into a resecuritization trust, it lacked standing to sue the trustees of the underlying securitizations.
Advised Wilmington Trust, as trustee and agent, and the common security trustee and agent in connection with the issuance of five tranches of high-yield notes, mandatorily exchangeable bonds and contingent value rights by Kaisa Group Holdings Ltd. in connection with its offshore debt restructuring pursuant to the schemes of arrangement in Hong Kong and the Cayman Islands. Kaisa also filed a Chapter 15 petition in Manhattan to seek the US recognition of its debt restructuring agreement with offshore creditors.
Representing The Bank of New York Mellon and another trustee in defense of investor lawsuits alleging failure to investigate and prosecute RMBS servicing and underwriting claims. That representation includes an appellate win in Retirement Board of the Policemen’s Annuity & Benefit Fund v. The Bank of New York Mellon, in which the Second Circuit held that the vast majority of RMBS securities are exempt from the Trust Indenture Act.
Representing LaSalle Bank as indenture trustee of CDO notes in successful defense of litigation over waterfall terms.
Commended by the Financial Times in the “FT Europe Innovative Lawyers” 2015 report for acting for the trustee of an industry-wide occupational pension scheme in landmark proceedings concerning the development and proposed introduction of a new deficit contribution regime, addressing in particular the nature and extent of trustees’ duties to scheme members and how trustees should approach the exercise of their powers (Merchant Navy Ratings Pension Fund Trustees Limited v. Stena Line Ltd & Others [2015] EWHC 448 (Ch)).
Representing multiple corporate trustees in connection with contentious negotiations with vulture-fund investors and other security holders requesting that trustees investigate and pursue litigation related to purported loan-level representation and warranty breaches in securitization deals.
Representing RMBS trustees in defense of municipal efforts to seize securitized mortgage loans through eminent domain and to fine trustees for building code violations on trust-owned property.
Representing multiple corporate trustees in connection with proposed settlements arising out of allegations by investors that certain entities had breached loan repurchase and servicing obligations.
Advising RMBS trustees in connection with investor-directed loan-putback litigation.