NautaDutilh has the largest team in the Netherlands, Belgium and Luxembourg for national and international financing projects. We are at the forefront of highly complex, one-off financing deals and we are a major player in the field of mainstream financing transactions.
Thanks to our very extensive track record, we understand what our clients want, and we combine our in depth knowledge of current market practices with efficient transaction management. Our experience from the perspective of both lenders and borrowers enables us to investigate a proposed deal from the viewpoint of both parties. We are pragmatic and innovative, and we understand perfectly that the complexity of every transaction is unique.
Sound judgment and optimal results for clients
We are experienced in documenting and negotiating LMA-based and other credit agreements, security documents, intercreditor agreements and other legal documents used in financing transactions. Our track record in managing complex deals demonstrates our sound judgement and our ability to devise solutions that maximise results for our clients. We understand that routine matters may require a simple yet effective approach and as such, we are also the market leader in automating standard financing and security documentation for banks.
We work regularly on Dutch, Belgian, Luxembourg or Netherlands-Antillean transactions for major banks such as ABN AMRO Bank, ING Bank, Rabobank, BB & T, Deutsche Bank, NA, Merrill Lynch and The Royal Bank of Scotland.
We represent investors such as NPM Capital, HAL Investments, Apollo Management, Lion Capital, real estate investors such as CBRE Global Investors, The Prudential Insurance Company of America and (investment) companies such as VastNed Retail NV, Nokia-Siemens Networks BV, AerCap Holdings NV, NV Deli Maatschappij, Mediq, BDR Thermea, ForFarmers, Dockwise and Damen Shipyards.
We advised ING on the restructuring of the transaction between ING and the Dutch government, whereby the credit risk of a mortgage-backed USA government bonds portfolio was transferred to the Dutch State.
We advised Japan Bank for International Cooperation, Nippon Export and Investment Insurance (JIBC) and a number of commercial credit providers in regard to finance in the amount of USD 1.5 billion extended by JBIC and the commercial credit providers to Petroleos de Venezuela SA, a Venezuelan state-owned oil company, in connection with two oil projects: the Puerto La Cruz Refinery Deep Conversion Project, organised by Mitsubishi Corporation, and the El Palito Refinery Expansion Project organised by the Itochu Corporation.
NautaDutilh understands that there is more to acquisition and leveraged finance than just ‘financial engineering’. Due to the fundamentally conflicting interests of sponsors and lenders and the inherent complexity of the process, the negotiation of acquisition finance and leveraged finance constructions follows an intricate and challenging path.
Solutions for conflicting interests
Our lawyers anticipate and take into account the interests of all concerned parties to negotiate the most favourable outcome for our clients. We appreciate the sponsor's perspective that leverage is pivotal for the purposes of imposing discipline on business management and stimulating high performance. We recognise that these constructions trigger potential agency problems. From a lender's perspective, imposing restrictive covenants on the business and its management is an important means of avoiding or mitigating agency conflicts, and in securing 'a seat at the table' when important decisions are made or if the business requires restructuring. We also understand the need of lenders for security of cash flows and assets.
Anticipating potential legal problems
In addition to understanding the complex considerations described above, our lawyers are adept at anticipating legal concerns associated with leveraged and acquisition finance deals. These may relate to corporate benefit, conflicting interests, legal limitations on financial assistance on behalf of listed N.V. (plc.) companies, directors’ liability and concerns relating to consultation with works councils.
Solution-focused and efficient
In negotiations, our clients find that NautaDutilh is solution-driven and delivers on time. We understand that managing the interests of all parties is key to completing transactions successfully and that a smooth, efficient documentation process is part of this. Our very experienced, sector-leading acquisition and leveraged finance team advises lenders, investors, other beneficiaries and portfolio companies. And we do this in a broad range of domestic and cross-border acquisition and leveraged finance transactions involving Dutch, Belgian and Luxembourg jurisdictions.
Our aviation finance specialists advise lessors of aircraft, aircraft engines, and commercial airlines. We work either directly for our clients or in the role of specialised ‘local counsel’. We perform this role in close collaboration with our civil law notaries, who employ a specialised team for the registration, transfer and encumbrance of aircraft and aircraft engines.
The aftermath of the global financial crisis and the implementation of Basel III have considerably increased the need for asset-based finance – lending based on security, including factoring. NautaDutilh’s loan finance team actively monitors economic and market developments in this area, particularly where they are seen to have an immediate impact how our clients engage in business.
Our lawyers represent both lenders and finance companies in implementing asset-based finance constructions, which have now come to form an increasingly important part of banks’ portfolios of commercial lending products.
Recognised expertise and experience
Our loan finance lawyers possess the level of expertise and experience required to effectively manage the legal complexities of asset-based finance deals. We understand that in the context of this type of transaction, lenders require up-to-date, complete and accurate information about the financed company, and that the effective use of information technology is vital to achieving this. We have extensive experience in negotiating and documenting asset-based finance deals and are frequently asked by domestic and multinational banks to draft or amend their standard documentation.
Pro-active in anticipating market and economic developments
NautaDutilh’s clients benefit from our experience in this type of transaction and from our highly specialised knowledge of the laws and regulations that govern them. The activities of our lawyers are closely intertwined with relevant legal developments in the academic world and elsewhere. This position enables us to anticipate which legislation, political developments, and economic developments impact asset-based finance. We work extensively with clients who are pioneers in their fields and regularly advise them on developing new products.
Strategic insight with a commercial focus. Attention to detail. Rigorous efficiency. Timely implementation. That's why so many clients rely on NautaDutilh's extensive expertise in project finance.
We are globally recognised as the premier Banking & Finance law firm in the Netherlands and Belgium. We advise nearly every major bank, financial institution and regulatory body with a significant Dutch or Belgian interest. We have a keen understanding of our clients' markets, coupled with the knowledge and experience to achieve our clients' goals.
Putting deals together
NautaDutilh's outstanding reputation for successfully managing project development and financing deals is well-deserved. Our experts in project finance work as an integrated team with our specialists in areas including construction, property, tax, corporate, energy & utilities, competition, and capital markets. This integration ensures our ability to consider our clients' needs from every possible angle.
We advise on all aspects of each transaction, from conception to completion. We represent all participants, whether they may be governments, sponsors, developers, lenders, underwriters, purchasers or suppliers. NautaDutilh has been involved with some of the largest projects ever financed in the Netherlands and Belgium, most notably in the energy, railway and waste-water sectors. Our offices in New York and London strengthen our practice by providing local access to our international clients.
At NautaDutilh, we take a commercial approach to risk management across a broad spectrum of deals. We advise clients on how best to utilise the full range of equity and debt capital-raising techniques. One of our greatest strengths lies in our close relationships with other leading project finance law firms, which enables us to take the lead in managing substantial multi-party cross-border transactions.
NautaDutilh’s real estate finance team advises lenders and real estate investors on financing structures for real estate acquisitions or developments, such as for hotels, hospitals, shopping centres, distribution centres and real estate funds.
Our Benelux Real Estate Group (BREG) is a leading team of dedicated real estate civil law notaries, lawyers, tax advisers and insurance specialists. This structure enables us to advise clients in every phase of the property life cycle, from development, construction and financing through to the operational stage. Our clients appreciate the added value of this distinctive approach.
In the Netherlands, we are the market leader in club deal financing transactions for the construction and renovation of hospitals, acting as lead counsel for lenders.
In the area of shipping finance, NautaDutilh advises on ship registration, sale and purchase, the construction of new ships, and the restructuring and enforcement of ship finance. We cherish our longstanding relationships with leading companies in the maritime sector. Built over many years, these relationships are based on our in-depth knowledge of the sector and we pride ourselves on being the trusted adviser of many providers ship finance institutions.