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Portfolio Advisory Group (PAG)

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Strategic advice and support for management of financial products and balance sheets from our uniquely placed experts. PAG is a unique offering by DWF, which advises and supports our clients in respect of the management of their balance sheet and financial product portfolios. A combination of direct portfolio management experience, technical legal knowledge and integrated chambers ranked ASLP offers a truly unique offering to our clients

Why work with our Portfolio Advisory Group?

We have extensive commercial and legal experience in the performing and distressed secondary debt market and excellent relationships with all core market participants and the advisor community. 

By working closely with our banking and other specialist colleagues in restructuring and regulatory advisory, we deliver commercially balanced legal advice across the lifecycle of your asset portfolio, from acquisition or origination to exit or refinance. 

Members of our team have direct experience working in the portfolio departments of banks both on legal secondment and as banking portfolio managers, responsible for the design and execution of balance sheet management activities. This direct banking experience means we are uniquely placed among our competitors in the legal community to advise from the perspective of a buyer or a seller, having a genuine understanding of the key commercial, accounting and (where relevant) capital drivers of such transactions.

How we can help

We act for banks, credit funds, asset managers, direct lenders and other financial institutions across a range of debt distribution transactions. This includes single asset secondary trading (both par and distressed assets), complex or high value portfolio sales and acquisitions, forward flow arrangements and other capital efficient lending transactions. 

The core elements of PAG:


Loan portfolio transactions and debt trading

DWF has lawyers with significant experience in the loan portfolio market and specifically the non-performing loan/exposure market. The team has advised numerous UK banks post global financial crisis in respect of the design and execution of balance sheet deleveraging activities and regulatory capital solutions, and loan distribution generally.

Our lawyers have acted on some of Europe's largest NPE/NPL transactions (buy and sell side) in both a commercial and legal capacity to an aggregate gross book value in excess of £50bn. These transactions include the strategic withdrawal by a UK bank from Ireland, Portugal and Spain.

DWF team members have represented many other UK banks across a wide range of asset class disposals (in both debt and equity), driven by deleveraging and regulatory capital considerations, such as shipping, CRE, infrastructure and corporate lending.

For example:

  • Acting for a UK bank in relation to the sale of:
    • A £5bn portfolio of commercial loans and other products situated in Ireland and Northern Ireland
    • A €4.7bn portfolio of mixed commercial assets situated in Ireland
  • Various exits of high profile/high value single name debt exposures in the secondary loan market, for example: Seadrill, Bluewater, Virgin Active, Intu, various Spanish and Portuguese toll roads
  • Acting for a US debt fund in relation to the acquisition of a £1bn real estate loan portfolio. 
  • Acting for a UK bank on the disposal of a £3bn portfolio of shipping loans and derivative products.
  • Acting for a market leading loan servicer in relation to the development of its "go to market" suite of loan servicing documentation for use in respect of non-performing loan portfolios.
  • Various market participants (investment banks, funds, insurers) in relation to secondary loan trading (both par and distressed).
  • Various retail debt purchase transactions in respect of energy and other utility accounts, TV subscription accounts, and other granular consumer credit books.

 

Distressed debt and special situations

We advise on all stages of a borrower’s turnaround from identification of issues to documenting a restructure in order to allow a return to mainstream. Where it becomes necessary for a bank to exit, we also advise on the enforcement of security, the appointment of administrators or the sale of debt by a lender or creditor.

We advise across the full spectrum of the market including those clients who may be interested in acquiring a stake in a stressed company. We have an in-depth understanding of lenders’ restructuring teams’ objectives, how they operate and their internal and external challenges.

This comes from many of our lawyers having spent time within the restructuring legal teams of various lenders. Our objective is to provide holistic contingency planning advice in a commercial context.

For example:

  • Advising a large UK insurer on its recovery and restructuring options relating to an underperforming real estate portfolio of 500 loans.
  • Advising a major UK bank on restructuring and refinancing portfolio of leveraged loan exposures, including facilities to a global aircraft engine supplier.
  • Advising a major Irish bank on the restructuring and recovery processes related to the winding down of a £2bn portfolio with exposures across Europe.
  • Advising a government agency in relation to distressed partially completed residential developments.
  • Advising major UK banks in respect of distressed loan exposures in the hotels and leisure and care home sectors.
  • Advising debtors and creditors on debt for equity swap transactions, debt sales, security transfers and pre-pack administrations.
Syndications, performing distribution and forward flow

Our lawyers act on many different types of performing distribution transaction ranging from traditional syndications to structured finance transactions and forward flow origination transactions that have become favourable in recent years. 

The team has also advised in relation to CBIL and RLS portfolio transactions throughout the pandemic for a number of UK lenders as well as other innovative and capital efficient, origination transactions and joint ventures.

For example:

  • Acting for a UK challenger bank in relation to a £300m originate to distribute structured finance transaction in relation to the Coronavirus Business Interruption Loan Scheme.
  • Acting for a UK challenger bank in relation to a £350m originate to distribute structured finance transaction in relation to the Recovery Loan Scheme.
  • Acting for a global investment bank in relation to master sub-participation arrangements relating to its European origination business.
  • Acting for a UK government agency in relation to the structuring and execution of its joint venture activities with a number of UK financial institutions. 
 
Regulatory capital solutions

In addition to capital efficient origination transactions, DWF lawyers have advised on a variety of innovative lending transactions driven by regulatory capital concerns and has particular expertise in relation to the UK CRR and market techniques utilised to benefit from certain regulatory capital provisions available to credit institutions. This includes the provision of reasoned legal opinions in relation to various articles of the UK CRR related to credit risk mitigation techniques across a variety of financial products. 

For example:

  • Article 305 legal opinions.
  • Legal opinions related the CBILS and RLS scheme.
  • Article 194/195 legal opinions in relation to credit risk mitigation. 
  • Various sub-participation and risk-participation transactions driven by IFRS9 de-recognition and/or RWA reduction.  
 
Loan Servicing

The DWF team advises UK banks, asset management companies and standalone servicers in respect of their servicing roles across a variety of transactions but particularly NPL/NPE securitisations or structured finance transactions.

For example:

  • A global asset management company on the servicing arrangements for various NPL/NPE transactions.
  • Acting for a market leading loan servicer in relation to the development of its "go to market" suite of loan servicing documentation.
  • Acting for a UK challenger bank in relation to a £400m originate to distribute structured finance transaction in relation to the Coronavirus Business Interruption Loan Scheme (including servicing arrangements).
  • Acting for a UK challenger bank in relation to a £300m originate to distribute structured finance transaction in relation to the Recovery Loan Scheme (including servicing arrangements).
 

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