<p>Filter Knowledge</p>

Travers Smith LLP has advised the second Basalt Infrastructure Partners fund on its acquisition of the entire issued share capital of AIM-listed Manx Telecom plc (Manx Telecom).

This is the second of recent briefing notes we have produced in respect of the speciality finance sector, in which funders lend into financial institutions which themselves makes loans available to companies, partnerships, sole traders and individual consumers ("Customer Loans"). 

This briefing note is informed by analysis of the transactions on which we advised during 2018, together with other publicly reported transactions and market data.

Travers Smith LLP has advised Arjun Infrastructure Partners ("Arjun") on the acquisition of two combined heat and power plants, Beckton Energy Limited ("Beckton") and Rothes CoRDe Limited ("Rothes"), from iCON Infrastructure Partners II and its co-investors.

Using a traffic light approach, we consider the sorts of amendments which might impact on "day one" security.

"In this briefing we summarise some of those key known knowns and known unknowns which should be the focus of attention for firms in the coming year and beyond. As for the unknown unknowns, who knows?

Following the result of Parliament's vote on the Government's proposed Brexit deal on Tuesday 15 January 2019, it looks increasingly likely that the UK may leave the European Union ("EU") on 29 March 2019 ("Brexit Day") without a negotiated deal in place.

Funders in the specialty finance sector lend into finance companies or groups of finance companies which themselves make loans available (whether on a secured or unsecured basis) to companies, partnerships, sole traders and individual consumers.

Travers Smith has advised long-standing client Phoenix Equity Partners (Phoenix), Jamie Morris and the senior management shareholders on the sale of Travel Chapter to ECI Partners.

Travers Smith LLP has advised long-standing client, the 3i Group, and Aspen Pumps on the successful completion of a refinancing of the Aspen Pumps senior debt facilities and the return of £52m to 3i, representing more than 0.8x their original equity investment in Aspen.

In The State of The Netherlands v Deutsche Bank AG [2018] EWHC 1935 (Comm), the High Court ruled that the Transferor of cash collateral under a standard form 1995 ISDA Credit Support Annex was not obliged to pay, or otherwise account for, interest to the Transferee where the contractually stipulated rate was negative. The decision provides certainty to an issue that the market has sought to deal with contractually by way of ISDA's 2014 Collateral Agreement Negative Interest Protocol.

In this In Practice article, the author highlights some of the key challenges posed by a sponsor affiliate being a lender in a club or syndicated loan transaction, and discusses practical approaches to limiting the associated risks for third party lenders.

In recent years, mid-market borrowers/sponsors have been striving to incorporate terms more commonly seen in large-cap financings and high yield issuances into mid-market leveraged finance transactions (up to €300m). This briefing provides an overview of the key current documentary battlegrounds between borrowers/sponsors and their lenders and examines how what is seen in today's large-cap finance documents frequently makes its way into tomorrow's mid-market term sheets.

Travers Smith LLP has advised existing client Auto Trader Group plc, the UK's largest digital automotive marketplace, on a joint venture with Cox Automotive UK Limited to provide a leading digital marketplace for wholesale vehicles in the UK.

Travers Smith LLP has advised Harvey Nash Group plc ("Harvey Nash") on its proposed acquisition pursuant to a recommended cash offer by The Power of Talent Ltd, an entity owned by funds managed by DBAY Advisors Limited.

Travers Smith LLP has advised long-standing client Exponent on its buyout of Dennis Publishing.

Travers Smith LLP has advised long-standing client Phoenix Equity Partners (Phoenix) on its acquisition of Nexus Vehicle Rental (Nexus) in a transaction valuing Nexus at £142 million.

Travers Smith LLP has advised client S4 Capital Limited, Sir Martin Sorrell's investment vehicle, on S4 Capital's acquisition of MediaMonks, the world's largest and fastest growing premium creative production company with a global presence.

In this In Practice article, the authors consider the variety of debt financing solutions which can determine the quality of a bid in a competitive auction process, together with a focus on the use of interim facilities.