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Structured Trade and Commodity Finance squirepattonboggs.com
Structured Trade and Commodity Finance
squirepattonboggs.com
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Our global trade and commodity finance team provides advice across all areas of trade and commodity finance. We have the commitment, resources, experience and expertise to get deals done, and we regularly advise both lenders and borrowers, including commercial banks, trade finance banks, funds, regional and development banks, export credit agencies (ECAs), multilateral agencies, government agencies, factors, commodities producers, mining majors, oil majors and traders.
Why Choose Us• Deep commercial knowledge of the physical issues relating to the extraction, trading, storage, processing and
transportation of commodities. This means that we are uniquely positioned to advise on transaction structures to ensure deals are effectively documented and clients are properly protected.
• Connected multidisciplinary team, able to draw on the skills of our commodities, financial services, regulatory, tax, insurance, environmental, dispute resolution, shipping and restructuring, and insolvency specialists to provide practical, innovative and commercial advice.
• Specialist lawyers who are frequently engaged at the initial structuring and pre-credit committee stages, to work through and identify legal issues, and share insights from our significant relevant sector and jurisdictional experience.
• Global litigation and international dispute resolution support. We have significant expertise and experience in trade finance, associated litigation and arbitration proceedings in English and international courts and tribunals. Our team has acted on a number of the largest and most high-profile cases across the commodities and trade finance sector.
Our Experience Our experience comprises advising across all aspects of trade and commodity finance, including:
• Soft commodities, including coffee, sugar, cocoa, grains, paper, cotton and textiles
• Hard commodities, including minerals, precious metals and metal ore
• Energy, including oil, gas, LNG and power
• Finished products
• Pre-export financing
• Prepayment, processing and tolling facilities
• Warehouse, borrowing base, stock and consignment facilities
• Ownership structures including repos
• Supply chain finance and ECA financing
• Structured letter of credit transactions
• Structured trade and commodity finance involving the routing of goods and payment streams through special purpose offshore corporate vehicles
• Trade finance services and payment instruments, including documentary and standby credits, guarantees and commercial paper
• Purchase and securitization of trade receivables
• Futures, options and other derivative contracts and credit support
Global Connections We have one of the largest global footprints of any law firm, with 15 offices in Europe (including four in the UK), 17 in the US and Central America, four in the Middle East and nine in Asia Pacific.
This presence, coupled with informal relationships with a network of independent firms across the globe, and informed, specialist country desks, means we can advise our clients wherever they do business.
Through this significant global footprint, we are able to advise clients across the key laws governing the majority of trade-related transactions, including English, French and New York.
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Accolades
• Ranked in the top 10 law firms that have the “global expertise to handle complex cross-border matters spanning multiple time zones” for the sixth consecutive year by Law360
• Most recommended by legal decision-makers for more than five consecutive years in the BTI Most Recommended Law Firms 2018
• Recognized as a recommended firm in 11 key practice areas and 24 lawyers named as leading individuals in Chambers Global 2019
• Top 32 firm globally by lawyer headcount and 14th largest geographic footprint by Am Law Global 100 2018
• Ranked 18th in Global Arbitration Review’s 2019 listing of the top 30 international arbitration firms – up five places over the previous year
• “The firm is outstanding. This starts at the first point of contact with reception and then progresses with the expert lawyer, who has specialist knowledge. This is a global company that has not lost its personal touch.” The Legal 500
About Us • One of the largest global footprints of any law firm, with 45 offices in 20 countries
• A multidisciplinary team of more than 1,500 lawyers, including 500 partners
• Practicing law in 140 jurisdictions, speaking more than 40 languages
• Seamlessly connected service that operates on any scale – locally or globally – encompassing virtually every matter, jurisdiction and market
• Significant experience advising on structured transactions and developing legal, practical and commercial solutions across a variety of products both in established and emerging markets
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Representative Experience of Our Global TeamStructured Trade Finance• Repos – Advising a major US bank on repos involving true
sale analysis in Singapore, Switzerland and location of the goods (both on water and in the warehouse – obligated and non-obligated).
• Repos – Advising purchasers on issues related to ownership including servicing arrangements, insurance, environmental issues, true sale and recharacterisation risk.
• Warehousing financing – Advising on a financing in respect of goods secured in LMA warehouses in Malaysia and Singapore and administered through a tripartite service agreement.
• FPSO financings – Advising an international trading company on financings secured by oil stored on FPSOs in Australia, New Zealand and the Philippines and the related refinancing by a major international bank.
• Structured LC transactions – Advising commodities companies on nature of transactions, providing start up legal opinions on structure and assisting on jurisdictional questionnaires.
• Indonesian oil financing – Advising a Hong Kong branch of a major international bank on a structured limited recourse participation financing in a prepayment by a major Swiss-based trading company to an Indonesian oil producer in respect of crude entitlements from a production-sharing contract.
• China metals financing – Advising a major international bank on a syndicated facility to a metals production business relating to the production and sale of copper products from Hong Kong and China.
• Indian oil financing – Advising an international trading company on high-value long-term and short-term prepayment financings backed by export payment bank guarantees and the related refinancings by major international banks.
• China copper financing – Advising a Hong Kong branch of a major international bank on a US$200 million syndicated facility to a metals production business relating to the production and sale of copper products from Hong Kong.
• China silver financing – Advising an international trading entity on a prepayment sales contract for the advance payment of silver together with refinancing by an international bank.
• Malaysian oil financings – Advising an international trading company on long-term offtake and financing arrangements around the acquisition by its counterparty of a PSC for oil in Malaysia and the related refinancing by a major international bank.
• Major Singapore bank – Advising on the creation of template trade finance risk participation documentation for use in the Asian market.
• Asian Development Bank – Advising on the creation of some of its key documentation for its Trade Finance Facilitation Program, which provides finance through, and in conjunction with, international and developing member country banks, to support trade in developing markets. The documentation is used across Asia.
• Indonesian coal financing – Advising a fund on a loan facility to an Indian group with coal mine assets in Indonesia on financing arrangements to support mine growth plans with security over assets in Singapore, Hong Kong, Indonesia and India.
• Oil payment guarantee and discounting agreement – Advising on a template oil payment guarantee and discounting agreement for an Asian business. The product is designed for seller clients in the oil commodity segment where the bank provides risk mitigation to clients to mitigate their buyer payment risk on open account transactions.
• Deferred payment arrangements – Advising an international trading entity on sales contracts on deferred payment terms supported by security in Indonesia.
• Trade finance participation – Advising a Hong Kong branch of a European bank on a New York law participation in an Indian prepayment financing with an international trading entity, backed by an export payment bank guarantee from State Bank of India.
• South American financings – Advising the Hong Kong branch of an international bank on loans to a major Chinese oil company in South America.
• African financing – Advising a major international trading entity on the financing of copper cathodes from DRC for import to China.
• Zambia prepayment – Advising a major international trading entity on financing of copper mined and purchased in Zambia and security over goods stored in and transported in Zambia, Malawi, Zimbabwe and South Africa.
• Bill of exchange discounting – Advising an international bank on a bill of exchange discounting involving a Singapore seller and an Indian buyer in respect of oil sold under English law sales contracts.
• Collateral pool – Advising an Austrian bank on a refinancing of a multicurrency secured uncommitted collateral pool facility to finance the purchase, freight, storage and sale of oil in respect of oil stored in Russia and Estonia.
*some of these transactions were carried out by Jessica Kenworthy at her previous firm
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Receivables Finance, Supply Chain Finance and Asset-based Lending• Trade receivables securitization – Advising an
alternative trade finance provider on a US$150 million securitization of trade receivables backed by trade credit insurance and/or effected through trade finance instruments (LCs, SBLCs, demand guarantees and advance payment guarantees). This securitization incorporates sellers in Hong Kong, Singapore, the UK and the British Virgin Islands. The debtors and bank instrument issuing banks were located in numerous jurisdictions, including in India, Indonesia and the Middle East.
• Receivables finance – Advising a Hong Kong branch of a European bank on a receivables purchase facility in respect of receivables sold by a UK entity in a Chinese group, payable by a UK company under a RAN and access transport agreement.
• Major Singapore bank – Advising on several receivables purchase transactions (with and without recourse, notified and non-notified) and on issues around true sale.
• True sale opinions – Issuing English law true sale opinions to multiple banks on receivables purchase transactions.
• LiquidX – Advising various banks in relation to the receivables platform documentation as buyer and/or seller on LiquidX.
• Deutsche Bank – Advising Deutsche Bank AG Singapore Branch on a structured receivables purchase facility involving a structure in which coal export sales from Indonesia would finance the lease payments on equipment supplied by Liebherr France, part of the German manufacturer Liebherr Group. Deutsche Bank directly leveraged the proceeds of thermal coal export sales, captured via an offshore waterfall account structure, to service lease payments for equipment financed under the facility. The deal structure is recognized as being the first of its kind involving Indonesia and an Indonesian obligor.
*some of these transactions were carried out by Jessica Kenworthy at her previous firm
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Our Team
Jessica KenworthyPartner, SingaporeT +65 6808 6715E [email protected]
Jessica Kenworthy’s practice covers a broad range of financing, specializing in complex commodity financings and ship financings.
Jessica has been involved in a wide range of commodity finance-related transactions, in particular acting for lenders, trading houses and multilaterals. Recent transactions include international structured trade financings and pre-export, prepayment, receivables and limited recourse structures in emerging markets, with a particular focus on transactions in Southeast Asia, China, Indonesia, India and Mongolia, as well as transactions in the CIS, Africa and South America.
Jessica has worked on a number of award-winning deals, including deals in Indonesia, Mongolia, Greece, Ukraine and China. As well as working in London, Jessica has spent nine years practicing in Singapore and two and a half years practicing in Switzerland.
Jessica’s practice also covers ship finance. She has handled a large number of ship sale/purchase transactions, as well as the financing of newbuildings and second-hand vessels (both debt and sale and leaseback structures involving time charters, CVCs and contracts of affreightment).
Jessica is recognized as a rising star for Singapore Banking and Finance work in the IFLR1000 Financial and Corporate rankings for 2019-2020 and was recognised by Legal500 for 2019-2020 in respect of structured trade finance prior to her move to our firm. She also won the sole award for Singapore Finance and Securitization at the 2018 and 2019 Client Choice Awards, a global awards body that states that it “recognizes those law firms and partners around the world that stand apart for the excellent client care they provide and the quality of their service.”
Recognitions• Listed as a Rising Star for Singapore Banking and Finance – IFLR1000 Global 2019 – 2020
• Winner, Finance and Securitization, Singapore – Client Choice Awards 2018 and 2019
Barry StimpsonPartner, Singapore/PerthT +65 6922 7870E [email protected]
Chris SwartPartner, London/SingaporeT +44 20 7655 1580E [email protected]
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