In March 2017, public-private project company Opale Défense and the French Ministry of Defence (MoD) finalised the first ever refinancing of a public-private partnership (PPP) through capital markets.
Gide advised HSBC France for the transaction whose main purpose was to refinance the long-term Dailly debt of the French Pentagon project, located in the southern 15th arrondissement of Paris.
HSBC placed the refinancing with French and European institutional investors, mainly through capital markets. In order to implement this debt refinancing of approximately EUR 740 million, HSBC France used the Balzac securitisation mutual fund, which will directly receive the State’s payments. The non-rated bonds issued by the mutual fund are listed in Paris on AlterNext. The project debt was also bought back and all hedging instruments relating to the initial financing were restructured to enable refinancing.
Gide provided legal advice to HSBC France on this operation with a team comprising partners Laetitia Lemercier, Xavier de Kergommeaux and Thomas Courtel, assisted by counsel Laurent Vincent (capital markets – derivatives), and associates Farah El-Bsat (structured financing), Samir Bensaker and Sonia Aguercif (securitisation) and Louis Ravaud (capital markets – derivatives).
Please tell us a little about your work
I joined Gide in 1990 after having worked two years at Banque Louis Dreyfus (now ING Group). I specialise in asset & asset-based finance, securitizations, real estate loan companies and covered bonds, structured finance, trusts and defeasance transactions. I serve large credit institutions and asset managers, acting as arrangers on major finance transactions and offer advice to most of the French covered bonds issuers. A substantial number of these transactions include securitization scheme. Gide was founded in Paris in 1920 and has grown over the years to become a truly international law firm. Our legal teams comprise national and international lawyers and legal consultants with years of hands-on experience in their respective countries.
Gide advised HSBC France on the first ever refinancing of a PPP through capital markets. What was Gide’ involvement in the operation?
Gide was appointed by HSBC France in 2016 as arranger and global coordinator of the operation, on the legal aspects of structuring the refinancing and its implementation. Several Gide teams were involved in the transaction in order to contribute to the setting up of a solid legal structure for our client, the investors, and the other parties involved in the transaction.
Can you tell us about your specific role?
I assisted HSBC France twofold. As the internal legal coordinator of the transaction, I assisted HSBC France in each step of the legal structure. In particular, I had discussions with investors in order to make them gain a better understanding of the transaction and its potential. As the Head Partner of the Gide Paris office, I advised our client on the setting-up of the FCT Balzac, a French securitization mutual fund, and on the listing of the bonds, issued by the latter on Alternext, the unique French organised multilateral trading facility.
What were the key challenges that you and Gide were faced with?
It was the first ever refinancing of a public-private project through capital markets. The key challenges were to set up a structure answering to all issues arising from this kind of transaction within a limited time.