Our Banking practice

At the heart of the world’s financial markets

2022

allenovery.com
 A leading Banking practice
Allen & Overy fields the market’s pre-eminent banking practice with over
1,000 lawyers worldwide. Few practices can match our top tier position
across the full range of financial products.

With such a deep team and global reach, international Our Banking practice covers the
and industry-leading ‘first-of-a-kind’ transactions are
our hallmark. We have been instrumental in nearly all the full range of Banking products
major developments in the modern financial markets.
Over 800 global corporate and financial institutions entrust
and is split into the following
us with the full range of their domestic and cross-border ten product lines
transactions and rely on the depth and breadth of our
expertise, intellectual rigour and proven track record of Asset finance
finding successful and commercially astute solutions.
Funds & Asset Management
Although the work of each group is distinct, the complex
and cross-border nature of many of the transactions we Financial services regulatory
act on means that there is also a great deal of collaboration
between groups. For example, we have developed
Corporate lending
cross-practice teams to advise on key issues for our clients Leveraged finance
such as IBOR transition and repapering projects, Brexit
and the increased importance of financial technology Projects, energy and infrastructure
(Fintech) companies in the market.
Real estate finance

Restructuring

Trade, commodities and export finance

A&O is described as “one of the leading Islamic finance
banking and finance practices”.
Chambers Global 2020

Band 1
Banking & Finance
Chambers Global 2021

2 Our Banking practice | 2022

Global presence

NORTH AMERICA EUROPE London AFRICA ASIA PACIFIC

Los Angeles Amsterdam Luxembourg Casablanca Bangkok
New York Antwerp Madrid Johannesburg Beijing
Silicon Valley Belfast Milan Hanoi
Washington, D.C.
Bratislava Moscow MIDDLE EAST Ho Chi Minh City
Brussels Munich Abu Dhabi Hong Kong
CENTRAL & Budapest Paris Dubai Jakarta*
SOUTH AMERICA Düsseldorf Prague Perth
São Paulo Frankfurt Rome Seoul
Hamburg Warsaw Shanghai
* Associated office
Istanbul Singapore
Sydney
Tokyo
Yangon

Key Statistics

5,600 2,400 580 40

People Lawyers Partners Over 40 offices
around the world

The world’s leading transactional law firm

In 2020 We advised on We were one of only

12% more deals than

any other firm
four firms to surpass

We advised on more deals

than our nearest competitor
USD1tn
Cross-border

Multinational work continues to be a significant growth driver.

Top 50 clients advised by an average of 23 offices.

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 Market position
Project finance league tables
We consistently act as the leading adviser in terms of both deal value and the number of transactions
completed globally, as our performance in 2020 highlights below.

Global Project Finance by number of deals for 2020

Rank Adviser No of Deals % market share

1 Allen & Overy LLP 95 10.77

2 White & Case LLP 85 6.63

3 Latham & Watkins 77 8.73

Source: Dealogic 2020 Press Release by number of deals dated 20 January 2021

Rank Adviser No of Deals

1 Allen & Overy LLP 125

2 White & Case LLP 120

3 Norton Rose Fullbright 116

Source: IJ Global 2020 Press Release by number of deals dated 20 January 2021

Syndicated lending league tables

In EMEA, A&O has been ranked as the number one legal Our achievement in this very competitive climate signifies the
adviser for a ninth consecutive year, since its inception continued confidence that both borrowers and lenders have
in 2011, in the latest syndicated loan league tables by in Allen & Overy, and demonstrates why we are the standout
Bloomberg and Refinitiv – as summarised below. firm in the market. Our experience advising both borrowers
During 2020 we significantly increased our market and lenders gives us a 360° view of the market and a unique
share across the APAC and Global markets. understanding of the bankability of deal terms.

2020 EMEA Borrower Adviser (Full Year) 2020 EMEA Lender Adviser (Full Year)

Rank Adviser Proceeds USDm No of Deals Rank Adviser Proceeds USDm No of Deals

1 Allen & Overy LLP 34,672 36 1 Allen & Overy LLP 168,590 102

2 Latham & Watkins LLP 21,486 31 2 Clifford Chance LLP 46,592 49

3 Clifford Chance LLP 41,308 21 3 Latham & Watkins LLP 39,292 44

Source: Refinitiv Syndicated Loans EMEA Legal Advisers Review FY2020

2020 EMEA Borrower Adviser (Full Year) 2020 EMEA Lender Adviser (Full Year)

Rank Adviser Proceeds EURm No of Deals Rank Adviser Proceeds EURm No of Deals

1 Allen & Overy LLP 49,967 52 1 Allen & Overy LLP 125,095 118

2 Clifford Chance LLP 45,195 30 2 Clifford Chance LLP 58,026 67

3 Latham & Watkins LLP 27,280 24 3 White & Case 32,738 23

Source: Bloomberg EMEA Syndicated Loans Advisors League Tables FY2020

Across Europe, A&O was recognised once again as the leading adviser for leveraged finance.
In the U.S., the practice ranked in the top 10 across several categories according to Debtwire.
4 Our Banking practice | 2022
Awards and accolades
International Law Loan Team Band 1
Firm of the Year of the Year Islamic Finance
IFLR Europe Awards 2021 IFLR Europe Awards 2021 Chambers Asia Pacific
IFLR Asia – Pacific Awards 2021 Region 2021

Leading Global Restructuring Ranked No.1

Transactional Law Deal of the Year: Leading Leveraged
Firm by Volume Virgin Atlantic Finance Adviser
& Value of Deals IFLR Europe Awards 2021 in Europe
Refinitiv & Dealogic 2020 Debtwire Western Europe
Leveraged Loans Legal Advisers’
League Table Report 2020

Best Aviation Law Band 1 Infrastructure

Firm in the Middle Real Estate Finance Financing of the
East & Africa Chambers UK 2021 Year: Brazil and Loan
Airline Economic’s Aviation of the Year 2020
100 awards
LD Celulose

Global Law Firm Ranked No 1. EMEA Best Trade Finance

of the Decade for Borrower & Lender Law Firm of the Year
Infrastructure Investor 2019 Syndicated Loans 2020 Trade Finance Global Awards 2020

Bloomberg & Refinitiv 2021

Desalination Plant Tier 1 Financial Services

of the Year 2020 Real Estate Funds Regulatory Team
Shauibah Expansion Independent International Finance Law Review of the Year
Water Plant – Global Water (2021) United Kingdom
Intelligence 2021 IFLR Europe Awards, 2018, 2020

Band 1 Restructuring Team

Projects & Energy of the Year
Chambers Global 2021 IFLR Europe Awards 2021

Best Law Firm for Spain Banking & Finance

Syndicated Loans Firm of the Year
GlobalCapital Awards 2021 IFLR Europe Awards 2021

allenovery.com 5
 Asset finance
The asset finance team has extensive Our recent experience includes advising:
experience advising on transactions
AFIC INSURANCE GROUP YAMAL LNG
in all sectors of the asset finance
industry. Our client base includes On the French tax lease financing of
two Boeing 737 aircraft for Royal Air
On the LNG shipping aspects of
the project to transport LNG from
banks, financiers, funds, owners, Maroc (RAM). This was the first AFIC its plant in Sabetta on the Yamal
supported financing for RAM and the Peninsula in Arctic Russia (currently
airlines, lessors, manufacturers, first AFIC transaction involving KfW under construction) to Asia and
captive finance companies, operators, and Caixa Bank. Europe. In particular, advising on
the construction and chartering tender
borrowers, lessees, export credit A SIGNIFICANT process with shipyards and shipowners
agencies and governmental and OPERATING LESSOR
respectively, including drafting and
negotiation of shipbuilding contracts,
international organisations. On the acquisition and financing supplemental construction agreements
aspects of Avolon’s entire regional and long-term time charterparties, and
We advise on both domestic and cross-border aircraft fleet, totalling 49 aircraft. all ancillary documentation, for 15 LNG
ice-class (ARC 7) carriers, two ice-class
asset financings, including all types of (ARC 7) condensate tankers and six
debt, lease (both tax and non-tax-based) ONEWEB
conventional (ARC 4) LNG carriers.
and capital-markets-driven products, The Senior Lenders on the USD3bn
securitisations, Islamic financings, project financing of a constellation CHAPTER 11 PROCEEDINGS
of 882 satellites and associated
receivables financings, vendor programmes infrastructure and ground facilities A&O is representing various lessors
and retail finance. The team advises on the for OneWeb. and finance parties in Chapter 11
sale and purchase of leasing companies and cases for numerous airlines.
portfolios and the structuring of regional and OAKHILL AND VÄRDE
global leasing business networks. We also MSC CRUISES
On the acquisition of a USD1bn portfolio
advise on aircraft repossessions and airline of shipping loans from a global financial Advising the multiple lender
and ship restructurings and insolvencies. institution. The portfolio included over group and ECAs on the EUR1.7bn
40 loans secured against 70 vessels. SACE-backed pre and post-delivery
We cover all types of vessel and offshore The loan portfolio has underlying financing of four Lux class cruise
exposure to a diversified pool of vessels for MSC Cruises, to be
installations, including LNG carriers,
shipping sectors and borrowers. constructed by Fincantieri.
container ships, FPSOs, drill ships/drilling
rigs, tankers, VLCCs, cruise ships and luxury AFIC CATHAY PACIFIC
yachts. We advise on all types of aircraft
On the establishment of their pioneering The underwriters in Cathay Pacific’s
(including helicopter) financing: this includes new structure which uses private announced HKD11.7bn rights issue as
all types of pre- and post-delivery financings, insurance cover for the financing part of its HKD39bn recapitalisation plan.
ECA-backed financing, capital-markets- of aircraft in place of EXIM/ECA
backed financings, the sale and purchase guarantees. We advise AFIC on many CORAL FLNG
of their aviation transactions including
of new and used aircraft, and structured on the French tax lease financing of The ECAs (including KEXIM, K-sure,
financing, as well as on general aviation two 777-FF2 aircraft. This is the first SACE, China Exim, CDB) and lenders
matters such as regulatory and maintenance. French tax lease supported by the on the development and first-ever
AFIC group. project financing of a USD10bn
We also advise on all types of domestic floating LNG vessel (FLNG) to be
and cross-border asset financings, including moored in the Area 4 Coral South
IAFC Offshore Basin, Mozambique including
rail, power plants, satellites, wind farms, review of EPC contracts as part of
A syndicate of Islamic lenders across
transmission lines, water treatment facilities, five different syndicated financing lender side due diligence and advising
pipelines, vehicle fleets, bridges, tunnels, facilities for the Ijara financing of 30 on all maritime aspects.
office buildings, retail facilities, manufacturing A320 and 20 A330 aircraft to IAFC for
plants, mining equipment, films, satellites and lease to Saudia. This was Saudia’s
largest aircraft leasing transaction and
computer and other technology hardware the largest aviation deal to date to be
and software. secured by Islamic financing.

“They are one of the top-notch firms in the field.

They are a go-to for industry-leading expertise.”
Chambers UK 2021

6 Our Banking practice | 2022

Funds & Asset Management
We are a market-leading funds Our recent experience includes advising:
and asset management practice
HINES A EUROPEAN DEVELOPMENT
providing a full-service offering to FINANCE INSTITUTION
On the establishment of its closed-
fund managers and institutional ended European Value Fund 2, On its legal due diligence in relation
investor clients. With asset which secured EUR637m of investor to a proposed investment in Arbaro
commitments at its first closing.
management, tax and regulatory Fund, investing in sustainable forestry
projects in emerging forestry markets.
professionals in all of the major ARES MANAGEMENT The fund is domiciled in Luxembourg.
financial centres, our global On the launch of Ares European
Property Fund V, a pan-European NUVEEN REAL ESTATE
coverage, local knowledge and real estate fund in the form of MANAGEMENT
responsiveness are second to none. a Luxembourg closed-ended
On the establishment of its USD2bn
unregulated limited partnership.
open-ended Asia Pacific Cities Fund,
For more than 25 years, we have helped our a core fund in the form of a Luxembourg
ARES MANAGEMENT open-ended FCP targeting commercial
clients navigate an increasingly regulated and
On the establishment of Ares and residential real estate assets in
competitive environment, creating innovative
Capital Europe V. The fund focuses Asia cities.
solutions to complex problems, and building
on providing flexible and scalable
long-standing relationships with our clients capital solutions in senior debt, AVIVA INVESTORS
as a result. unitranche and mezzanine debt to
On the establishment of a real estate
European mid-market companies.
fund to principally acquire long-lease real
estate assets in continental Europe.
THE ASSET MANAGEMENT
DIVISION OF A SWISS BNP PARIBAS
WE CAN ADVISE ON THE
FOLLOWING SPECIALISMS
GLOBAL BANKING CAPITAL PARTNERS
INSTITUTION
Fund establishment On the set up of BNP Paribas
On the structuring and establishment CP European Special Opportunities
Fund investment of its new Luxembourg-based Debt Fund, a fund of private debt
Authorisation infrastructure debt platform. funds structured as a Luxembourg
SICAV-RAIF.
Applications
LIFE SCIENCES PARTNERS
Lobbying and consultation SWISSCANTO
MANAGEMENT GROUP
Contentious matters On the establishment of a Luxembourg
On the establishment of LSP VI. The
Regulatory reform fund invests in European life science private debt fund, in the form of
opportunities, with the possibility of a SIF, targeting Swiss and German
Secondary transfers based investors.
investing in North America. We also
Asset Management advised LSP on the establishment of its
Surveys second, third, fourth and fifth private EOS CAPITAL PARTNERS
equity funds in the healthcare sector
and its carried interest scheme. On the set-up and launch of
EOS Hellenic Renaissance Fund,
a Luxembourg private equity fund
“Advises asset managers and institutional WATERTON GLOBAL (in the form of a RAIF), investing in
investors alongside pension provider RESOURCE MANAGEMENT Greek SMEs with the European
Investment Fund and European
and sovereign wealth fund clients, On the establishment of its third
private equity mining fund targeting
Investment Bank as investors.
offering integrated support across investments into mining assets
in the U.S., Canada, Australia, IFC ASSET MANAGEMENT
key jurisdictions.” Chile and Mexico. On the establishment of its USD1.2bn
Legal 500, 2020 Global Infrastructure Fund, comprising
A CANADIAN PUBLIC IFC and a Singapore sovereign wealth
PENSION FUND fund, GIC, as anchor investors, and nine
sovereign and pension fund investors
“Clients benefit from the firm’s On its joint venture with a global asset from Asia, the Middle East, Europe and
manager. The JV platform invests in North America.
extensive network of European infrastructure debt opportunities
focused on the Asia-Pacific region.
and global offices. Clients laud M&G
the team for its ‘technical advice, AN ASIAN SOVEREIGN On the launching of M&G Specialty
WEALTH FUND Finance Fund.
commercial awareness,
responsiveness and availability.” On its EUR300m partnership with
Exeter Property Group to invest in
Chambers Europe 2020: Investment Funds logistics properties in Europe.

allenovery.com 7
 Financial services regulatory
Allen & Overy offers a truly global Our recent experience includes advising:
financial services regulatory practice.
A CRYPTO-ASSET WORLDPAY
Regulatory changes are affecting
CIRCULATION NETWORK On its IPO on the London
all parts of the financial services Stock Exchange.
Concerning the registration trading
sector and regulatory compliance issues associated with the Company’s
is fundamentally important, but domestic and international operations AGRICULTURAL
pursuant to the U.S. Commodity BANK OF CHINA
navigating the relevant regulatory Exchange Act (CEA) & regulations.
On the establishment of a branch
regimes is a significant strategic in Luxembourg.
AN INTERNATIONAL
challenge for many. ENERGY COMPANY
BANCO SABADELL
On advice relating to the U.S.
Regulatory uncertainty makes business On its GBP1.7bn offer for the entire
Commodity Exchange Act, and similar
planning challenging, and a clear-sighted rules and regulations associated with the issued and to be issued share capital
assessment of regulatory risk is fundamental trading of commodities and derivatives. of TSB Banking Group.
to success. Our international team works
MULTIPLE FINANCIAL SIFMA
with the world’s leading financial services
companies, guiding them through the SERVICES FIRMS On its response to the European
Banking Authority’s discussion paper
increasingly complex regulatory landscape On an ongoing basis on their overseas on a new prudential regime for
where national and international regulations sales/marketing activities, working investment firms.
interact or conflict. We help clients plan for closely with local counsel to advise these
clients on their regulatory exposure in
and navigate these complex developments, connection with the marketing/offering/ LCH
protecting them from regulatory risk and provision of certain financial products On the development of Swap Agent,
advising them on how to take advantage and services to residents in a new product for the delivery of
of emerging opportunities. We have an foreign jurisdictions. centralised infrastructure for uncleared
extensive and holistic understanding of the OTC derivatives business.
financial services sector with market leading MULTIPLE U.S. AND
INTERNATIONAL FINANCIAL ISDA
expertise in payments, e-money, banking,
anti-money laundering and financial crime INSTITUTIONS In supporting the working group
formulating and advocating policy
regulation, and frequently interact with On various rules surrounding U.S.
positions in relation to central
regulators on behalf of our clients. persons, including inbound cross-border
counterparty recovery and resolution.
restrictions for non-U.S. licensed offices
We have one of the broadest footprints of of global wealth management and
ASIAN AND
any legal practice. Our expanding network personal and corporate banking divisions.
EUROPEAN BANKS
of more than 40 offices in 30 countries
spans the globe, and our Global Experts and OLD MUTUAL WEALTH On their MiFID II compliance
programmes.
Markets programme means we are equipped On the planned managed separation
to work seamlessly with clients everywhere from the Old Mutual group of
companies including hiving off a part UK AND EUROPEAN BANKS
they are doing business.
of the Wealth business simultaneously. On a number of Brexit contingency
The transaction has involved complex planning mandates which span across
regulatory capital analysis of the various a wide spectrum of engagement and
WE CAN ADVISE ON THE transaction steps, strategic planning firms, from strategic planning to
FOLLOWING SPECIALISMS and interaction with other advisers implementation, including applications
Anti-money laundering (legal, financial, accounting). for licences, transfers of legacy books
and wholesale re-papering exercises.
Authorisation application A GLOBAL FINANCIAL
Bank reform and regulatory change INSTITUTION A LARGE
Brexit On requirements to ring-fence U.S. MONEY MANAGER
Contentious matters its retail banking operations. On the establishment of an
international shareholder disclosure
Consumer finance and retail
compliance programme.
Derivatives
M&A and corporate transactions
Payments and e-money A client reports: ‘The quality and thoroughness of
Regulatory consultations the advice and guidance has been exemplary and
Surveys has given me a great deal of confidence in acting
based on that advice and support.’”
Chambers UK 2021: Financial Services Regulatory

8 Our Banking practice | 2022

Corporate lending
The Allen & Overy corporate Our recent experience includes advising:
lending practice has unrivalled
DAIMLER LONDON STOCK EXCHANGE
depth of knowledge and breadth of
Advising them on a bridge facility to Advising a syndicate of lenders on (1)
experience across the full range of its existing EUR11.2bn revolving credit a USD2bn and EUR500m term loan
financial products both domestically facility agreement. with a GBP1.1bn revolving credit facility,
which incorporated rate switch mechanics
and throughout the firm’s extensive LVMH MOËT HENNESSY for both SONIA and SOFR, and (2)
international network. International LOUIS VUITTON
a GBP1.4bn revolving credit facility,
which referenced €STR, for the London
financial institutions and ‘blue chip’ Acting for the lenders, on the financing of Stock Exchange Group in connection with
corporates continue to turn to their proposed EUR15bn acquisition of the the USD27bn acquisition of Refinitiv and
the refinancing of its debt.
global luxury jeweller, Tiffany & Co.5.
our corporate lending practice
for assistance in structuring and ROYAL DUTCH SHELL PLC TESCO PLC
documenting the most talked about Acting for the lenders on a USD10bn Advising on its new GBP2.5bn multi-
revolving credit facility, which was the first currency five-year risk free rate (RFR)
deals in the market. syndicated loan agreement in the European syndicated loan facility coordinated by
loan markets to incorporate the Secured a global financial institution. This is the
We are unique in being able to offer our Overnight Financing Rate (SOFR), the first syndicated facility agreement that
standard risk-free rate which is intended to references both the SONIA and the SOFR
clients expert support across the full
replace LIBOR for USD loans, with an ESG from the signing date. It is the world’s first
spectrum of events that may occur during margin ratchet. syndicated RFR facility agreement that
the lifecycle of a loan – from transformational provides a choice of interest periods and,
acquisition financings, large corporate ROLLS ROYCE PLC reflecting the continued market appetite
for green lending, also contains
reorganisations and recapitalisations through Acting for the lender on a GBP1bn term sustainability-linked margin ratchet.
to distressed restructurings, providing you loan as part of a GBP5bn recapitalisation
with both continuity and specialist input for plan for Rolls Royce plc. BRITISH AMERICAN TOBACCO
whatever the scenario might be.
GREAT PORTLAND ESTATES Acting for the lenders on a USD25bn
acquisition loan facility, to back the
We are proud to be ranked No.1 Legal Advising them in connection with a USD49.4bn acquisition of a 57.8%
Adviser for Syndicated Loans in EMEA GBP450m ESG refinancing of an existing stake in Reynolds American Inc.
(2011-2020) for both borrowers and credit facility.
lenders by Refinitiv and Bloomberg and BP PLC
ASTRAZENECA
we act on significantly more deals by Acting for the lenders on a USD10bn
number than any other law firm in EMEA. Acting for the lenders on a USD17.5bn credit facility for BP plc.
committed bridge-financing facility
Our experience advising such an extensive intended to cover the cash portion
range of borrowers and lenders gives us and associated costs of the USD39bn
a 360 degree view of the market and an acquisition of Alexion Pharmaceuticals
understanding of the bankability of deal Inc. (Alexion) by AstraZeneca. The deal
is believed to be one of the largest
terms that no other firm can match. acquisition financings arranged
during 2020.
We continue to be the go-to team for ‘first
of their kind’ transactions, leading the loan
markets on everything from the transition
to risk free rates to ESG financings and “Highly regarded in the market for handling the finance
responding to the Covid 19 crisis with
unparalleled expertise and market insight. elements of major cross-border transactions. One client
reports that the firm’s ‘performance has been exemplary,’
while another praises its ‘large team with seasoned veterans’.”
Chambers USA 2020: Banking & Finance

“They handle almost every area Syndicated Leveraged Loans Team of the Year
of debt financing – they are full & Acquisition Finance IFLR Europe Awards 2021
service and good across the board.” Law Firm of the Year
Chambers 2021: Banking & Finance APLMA 8th Asia Pacific Syndicated
Loan Market Awards, 2019

allenovery.com 9
 Leveraged finance
Allen & Overy has a market-leading Our recent experience includes advising:
leveraged finance practice
COCA-COLA AMATIL LIMITED PHARMAZELL
(comprising an integrated high yield
The mandated lead arrangers on the Bridgepoint on the first lien financing
bonds and loans practice) which is term loan financing to be provided in of the acquisition of PharmaZell,
supported by pre-eminent Private connection with the proposed acquisition a leading independent manufacturer
by way of scheme of arrangement by of pharmaceutical ingredients from
Equity, Equity Capital Markets, Coca-Cola European Partners PLC of DPE Deutsche Private Equity and
Debt Capital Markets, Securitisation Coca-Cola Amatil Limited, one of the Maxburg Capital Partners.
largest bottlers and distributors of
and Restructuring teams. ready-to-drink beverages. BBI SOLUTIONS
AND DIARECT
This collective expertise combined with BITÉ LIETUVA
Exponent Private Equity on the
in-depth sector insights, makes us one of Bité Lietuva, and its indirect majority unitranche refinancing of BBI Solutions,
very few firms with the ability to advise on shareholder Providence Equity on a the world’s leading independent
complex cross-border leveraged finance EUR50m super senior revolving credit provider of immuno-diagnostic
facility and offering of EUR650m of high reagents and contract services and
transactions across the full spectrum of the
yield notes. upsize for the bolt-on acquisition of
capital structure, as well as on all types of
Diarect, a leading supplier of
“crossover” and emerging markets loan and VIRGIN MEDIA AND O2 UK autoimmune antigen products.
bond transactions.
The mandated lead arrangers on the
senior secured loan financings in CURIUM GROUP
Our leveraged finance practice provides
respect of the proposed merger of The mandated lead arrangers on the
clients, including major banks, financial
Virgin Media and O2 UK, both leading senior and second lien financing for the
sponsors and direct lending funds with a telecommunications companies. Curium Group in connection with the
full service offering for senior, second-lien, sales process between CapVest private
mezzanine and PIK debt, bridge-to-bond SUNRISE equity funds and related refinancing
financings, bank/bond financings, high yield COMMUNICATIONS AG and recapitalisation.
debt offerings, securitisation take-outs and The mandated lead arrangers on the
restructurings. As a result of our breadth of ADDO FOOD GROUP AND
senior secured loan financings in respect
expertise, we are well placed to advise our of the public to private bid for Sunrise WINTERBOTHAM DARBY
clients on the latest terms and structures in Communications AG, a Swiss PAI Partners SAS in connection
telecommunications provider. with the financing of its simultaneous
the marketplace.
acquisitions of the Addo Food Group,
Our high yield team, comprising more than FISHAWACK HEALTH the UK’s leading chilled savoury pastry
producer and Winterbotham Darby,
five partners and 25 associates, has led Bridgepoint on its unitranche financing one of the most innovative and
many of the deals that continue to influence for the acquisition of Fishawack Health, dynamic chilled food suppliers
the direction of the European high yield market. an independent global healthcare in the UK.
communication group from Lloyds
We also have the ability to execute New York Development Capital.
MEILLEURTAUX
law loan financings through both our London
and New York teams. CONFUSED.COM The mandated lead arrangers on the
acquisition financing by Silverlake
The mandated lead arrangers Partners of Meilleurtaux, a French retail
Our global sector teams bring real commercial on the financing for ZPG plc, financial services provider.
insight to clients across a range of sectors, a portfolio company of Silver Lake
including Retail, Financial Institutions, Private Partners, to finance the acquisition
of confused.com and other Penguin PHOTOBOX GROUP AND
Equity, Energy, Infrastructure, Life Sciences and MOONPIG GROUP
Portals businesses.
TMT. This allows us to bring sector expertise to
Exponent Private Equity on the
situations where this knowledge is vital for the SILAE demerger and refinancing of the
successful completion of the transaction. Photobox Group and Moonpig Group,
The mandated lead arrangers
on the acquisition financing by a leading online photo and greeting
Silverlake Partners of Silae, cards business and the subsequent
“A ‘class act; Allen & Overy benefits a payroll software provider. IPO of Moonpig.
from ‘deep market insight’ for financial
sponsors and lenders and is able to AUDIOTONIX
Ardian on the acquisition financing
provide ‘clever solutions to complex of Audiotonix, a global market leader in
problems’, utilising the full armoury the design, engineering and manufacture
of professional audio mixing consoles
of financial products throughout the and ancillary products, from Astorg
and its management.
capital structure.”
Legal 500 UK 2021

10 Our Banking practice | 2022

Projects, energy and infrastructure
A&O’s Projects group comprises Our recent experience includes advising:
over 70 partners globally and
NLNG NEW JUAZEIRO
includes some 250 lawyers,
The borrower, Nigeria LNG (a joint IDB Invest in connection with a senior
advising sponsors, project and venture owned by Nigerian National USD and BRL currency financing of
construction companies, Petroleum Corporation (NNPC), global a 187 MWp (New Juazeiro) solar
oil companies and Eni), in connection photovoltaic power project in Brazil
governments, and lenders on with its USD3bn development and to be developed by Atlas Energia
projects and project financings construction of train 7 comprising Renovavel do Brasil S.A.
a complete liquefaction train,
around the world. a common liquefaction unit DUMAT AL JANDAL
and associated facilities.
WIND FARM
We are independently recognised as a global
leader in projects, ranked in the top tier in all AKAD TOLL ROAD The lenders to a bidder on this 400MW
wind power IPP to be located at Dumat
the major directories and have consistently ADB, EBRD, IFC and IDB in relation Al Jandal in Saudi Arabia. This is the
closed more project finance transactions to the Bakad PPP Toll Road Project first wind IPP tender to be conducted
globally than any other law firm since 2000. in Kazakhstan. The financing for the under KSA’s National Renewable
construction and operation of a 66-km Energy Programme (NREP) and the first
We advise sponsors, governments, ring road around Almaty in Kazakhstan wind project tendered by the newly
with an EBRD facility agreement and formed Renewable Energy Project
construction companies and lenders on
an IsDB Islamic financing structure. Development Office (REPDO).
projects and project financings across
energy, infrastructure, mining and telecoms GUINEA BAUXITE MINE PRODUCT CONDOR
throughout the world. We provide our PROJECT (GAC)
clients with a totally integrated service on The lenders on the financing to Enel X
The lenders (including, IFC, AfDB, AMPCI L1 SpA, a special purpose entity
all aspects of project work. Our lawyers win EDC and ING) on the USD750m owned by AMP Capital Investors and
praise for their technical ability as well as financing of Emirates Global Aluminium’s Enel X Chile, in support of the acquisition
their commercial approach and can provide development of a bauxite mine in and leasing of up to 433 electric buses
a comprehensive service, including advising Guinea, together with supporting rail and related charging infrastructure to
and port infrastructure. Metbus, as operator, for the public
on joint ventures, project structures (BOT, transport system of Santiago, Chile.
BOOT, DBFO, DBFM, PPP, 3P, PFI and IBERWIND PORTFOLIO
others), conducting legal due diligence, STEELANOL
Ventient Portugal, Lda in connection
risk allocation and reviewing the “bankability” with the refinancing of the Iberwind European Investment Bank on the
of project agreements, financing arrangements portfolio assets, one of the largest wind EUR75m project financing to C-Shift NV
(bank and bond) and relevant security portfolios in Portugal, by a syndicate of (a 100% direct subsidiary of ArcelorMittal
packages and considerations across Lenders / Noteholders following the Belgium NV) for the construction,
recent acquisition of the Iberwind installation and operation in Ghent,
the globe. portfolio by Ventient Portugal, Lda. Belgium of an industrial-scale gas
We wrote the book… the recently published fermentation plant.
(Gareth Price, David Lee and Graham Vinter) WEST DAMMAN
CA-KU-A1
new edition of Project Finance, a major update The senior lenders and three sets
to the 2005 classic Vinter on Project Finance. of equity bridge lenders on the The lenders in connection with the
development, construction, operation Ca-Ku-A1 offshore gas compression
and maintenance of a new sewage project in Mexico to be developed Servicios
treatment plant in the Kingdom of Saudi Compresión de Gas Ca-Ku-A1 S.A.P.I. de
Recognised by IJGlobal, Dealogic and Arabia. This is the first independent C.V., a subsidiary of Cobra ACS.
sewage treatment project to be tendered
Inframation as the top legal advisor for and awarded in Saudi Arabia. BAPCO REFINERY
number of transactions in the Projects, The export credit agencies and lenders
AMRELI WIND FARM
Energy, Natural Resources and to the USD6bn expansion of the
Acted as borrower’s counsel for the refinery project in Bahrain.
Infrastructure (PENRI) market in 2020. ECB project financing to Vena Energy
Shivalik India Private Limited for the BEYONDIE SULPHATE OF
development of the 100MW Amreli
POTASH PROJECT
wind power project in Gujarat, India
“Particularly well regarded for its A German ECA and the Northern
ICTHYS REFINANCING Australia Infrastructure Facility (NAIF) in
strength in project finance matters... relation to a AUD134m multi-tranche
Ichthys LNG Pty Ltd as borrower
Frequently selected to advise on on the refinancing of certain senior credit
project financing facility to Kalium Lakes.

projects around the globe on both facilities made available to Ichthys LNG
Pty Ltd in connection with the project
the lender and sponsor sides.” financing of the integrated Ichthys LNG
Project in Australia.
Chambers Global 2020: Projects & Energy

allenovery.com 11
 Real estate finance
Recognised in the market as a Our recent experience includes advising:
leading real estate finance practice.
FOUR GLOBAL FINANCIAL A GLOBAL FINANCIAL
Our lawyers advise the world’s
SERVICES GROUPS INSTITUTION
leading investment banks and,
On the acquisition financing to a global On a multi-jurisdictional warehouse
specialist real estate lenders and alternative investment firm to finance financing to a global asset
sponsors on their most crucial the “public to private” purchase
of a Canadian listed real estate
management group, in respect of an
original set of loans secured on real
and pioneering transactions. investment trust. estate assets located in England,
Germany, Spain, Scotland and Ireland.
No other firm can match our
A GLOBAL
depth of experience and our FINANCIAL INSTITUTION THE LENDERS
unique understanding of every In relation to the senior/ mezzanine On a five year loan facility to various
aspect of real estate finance. refinancing of a pan-European subsidiaries of a leading investment and
advisory firm, to refinance a portfolio of
real estate portfolio of office and
commercial properties. seven resort parks located Belgium,
As financing techniques have evolved we have Germany and the Netherlands which
evolved with them, cementing our reputation THE LENDERS
operate under the “Centre Parcs” brand.
for leading developments in the market
On facilities to refinance seven THE LENDERS
and structuring the most complex pan-
major student residential sites
continental deals. Through this combination in central London. On the refinancing of the acquisition
of expert legal advice and the intelligent, of a flexible workspace provider with
operations in Finland, Sweden, Norway,
commercial approach of our lawyers, AN INVESTMENT FIRM
Denmark, Estonia and Lithuania.
we help our clients achieve their objectives. In connection with the mezzanine
financing for a mixed-use development A GLOBAL ALTERNATIVE
We provide a genuinely integrated international
in London. INVESTMENT FIRM
service, all our real estate finance partners
are supported by specialists across the A SPECIALIST DEVELOPER On the acquisition financing for a
different practices and in offices around portfolio of 32 French retail stores.
OF UK RETIREMENT
the globe. PROPERTIES
A GLOBAL FINANCIAL
On the refinancing and consolidation of SERVICES FIRM
its existing borrowing facilities to provide
“The team are incredibly savvy in capital to fund the development of 50 As mandated lead arranger and
sites in its portfolio and future growth. lender in relation to a facility in
terms of knowing what’s going on respect of properties in the
Netherlands, Spain and Italy.
in the market, very client-driven, A GLOBAL ALTERNATIVE
excellent technically and commercial.” INVESTMENT FIRM
THE SPONSOR
On the acquisition financing of a
Chambers UK 2021 (Real Estate Finance) In relation to the debt refinancing of
portfolio of pubs in the UK from the
the acquisition of 67prime logistics real
UK’s largest pub owner and operator.
estate assets located in key distribution
hubs in Poland, Germany, Hungary,
THE ARRANGER France, the Netherlands and Spain.
“The team provides excellent legal
On the loan facilities for a European
advice and a responsive service, logistics developer and manager THE SPONSOR
relating to the acquisition of a portfolio
with the breadth and depth to execute of logistics assets located in Germany,
In relation to the acquisition and capex
facilities provided by an international
complex deals in challenging timeframes France and England.
financial institution to finance a portfolio
with no compromise in service.” A GLOBAL
of residential and non-residential
properties in Portugal.
Legal 500 2021 (Property Finance) FINANCIAL INSTITUTION
On the senior/mezzanine financing A REAL ESTATE
provided to subsidiaries of a business INVESTMENT GROUP
and social philanthropic institution in
“They have in-depth knowledge of this relation to the acquisition of 17 hotels
In connection with the financing of
its acquisition of the company owning
located in the UK.
practice area. They are a huge institution a portfolio of 27 retail assets located
in France.
and have some real pedigree in real
estate finance and fund matters.”
Chambers Global 2019: Investment Funds (Real Estate)

12 Our Banking practice | 2022

Restructuring
Our unrivalled restructuring Our recent experience includes advising:
and insolvency team, with more
than 150 lawyers specialising in VIRGIN ATLANTIC AIRWAYS, ING BANK
VIRGIN GROUP AND DELTA
restructuring in over 40 offices AIR LINES
In its capacity as a Key Creditor on the
USD3.5bn restructuring of Noble Group.
globally, is truly world class. On the GBP1.2bn restructuring.
INTRALOT GROUP
With such an extensive and dedicated KCA DEUTAG GROUP On the EUR770m restructuring.
team, we advise on the largest and most
On the USD1.9bn restructuring.
complex restructurings, and pride ourselves THE COMPANY AND
on providing pioneering solutions as well THE CO-ORDINATING THE LIQUIDATORS
as delivering real commercial results. We COMMITTEE (BANKS AND On the USD570m restructuring of
specialise in cross-border restructurings FUNDS) AND FACILTY AND Sea Trucks Group.
and insolvencies, utilising the full range SECURITY AGENT
of international options including U.S. THE FACILITY AGENT,
On the GBP260m restructuring
Chapter 11 reorganisations, UK schemes of SECURITY AGENT AND
of EnerMech.
arrangement, pre-packaged sales and debt RECEIVERS
for equity swaps. NMC HEALTH On the USD700m restructuring
of O.W Bunker.
Our expertise covers advice on contingency On the USD7m restructuring.
planning, debt restructuring and
THE CASH AND BONDING
reschedulings, distressed acquisitions/ THE SENIOR LENDERS
LENDERS:
sales, credit bidding, formal insolvency AND FACILITY AGENT
proceedings, out-of-court refinancings and On the GBP500m restructuring of
Of the Egyptian Refining Company
Interserve.
distressed debt trading. We advise lenders on the USD4.5bn restructuring.
and investors at all levels of the capital THE COORDINATING
structure as well as corporates/directors, THE BANK CREDITORS
COMMITTEE OF BANK AND
central banks, insolvency officeholders/ On the USD3bn restructuring of FUND CREDITORS
trustees and government institutions. Premier Oil.
Of Steinhoff Europe on the EUR9.6bn
We work closely with specialists in related
THE JOINT restructuring.
practice areas including finance, corporate,
ADMINISTRATORS
real estate, employment, pensions, tax, THE LARGEST
environment, regulatory, capital markets Of the TXU Group on the GBP2.6bn SHAREHOLDER,
and litigation to provide our clients with restructuring of TXU Energy.
UNSECURED CREDITOR
a seamless and integrated service. AND ECONOMIC SECURED
THE 10.5% NOTEHOLDER OF
THE SEVEN ENERGY GROUP CREDITOR
In connection with the sale of substantially On the USD610m restructuring
all of the business of Seven Energy to of Kris Energy.
Savannah Petroleum plc and the
Restructuring Team of the Year restructuring of certain indebtedness THE LENDERS
of Seven Energy.
On the GBP1.7bn restructuring
IFLR Asia – Pacific Awards 2021
of Thomas Cook.
IFLR Europe Awards 2021 THE RCF LENDERS,
AGENT AND CERTAIN
SWAP PROVIDERS
On the GBP4.3bn restructuring of Intu.

“The firm’s ability to deploy wide-

ranging specialist resources at speed,
in order to deliver even in the most
condensed time frame is difficult
to match.”
Legal 500 UK 2021

allenovery.com 13
 Trade, commodities and export finance
Allen & Overy’s trade and Our recent experience includes advising:
commodities finance team can
translate increasingly complex EDF & MAN STANDARD CHARTERED
AND SOCIÉTÉ GÉNÉRALE
finance documentation and security Acting for the lender, a global financial
institution as documentation agent, in As arrangers on the financing to
structures into practical and efficient connection with a USD250m borrowing support the acquisition of Fertilizers
solutions. We have an extensive base facility for ED&F Man. This follows
on from the previous USD1.1bn
and Inputs Holding by Helios
Investment Partners. Fertilizers and
knowledge of the sector and a track refinancing of a one year facility, three Inputs Holding carries out Louis
year facility and brokerage facility for
record in documenting the full the client.
Dreyfus Company’s Africa-based
fertilisers and inputs operations,
breadth of trade and commodities distributing fertilisers, crop protection
financings, and litigators’ experience NAYARA ENERGY LIMITED products, seeds and industrial
chemicals throughout Angola, Burkina
of advising on disputes, which allows Acting for a syndicate of lenders on
a USD750m financing to be utilised
Faso, Cameroon, Ivory Coast,
Madagascar, Mali and Senegal. The
us to identify and solve issues for advance payment for oil and oil financing combines a number of
products with Nayara Energy Limited.
upfront, providing clients with both This is the company’s first ever deal
leveraged finance and trade finance
techniques in order to provide
practical and commercial advice. of this structure, and the first of its acquisition financing as well as ongoing
kind for an Indian corporate. working capital financing for the
Energy Corporate Finance Deal of business. Commodity Acquisition
We are committed to supporting our clients the Year award – TXF Perfect 10 Finance Deal of the Year – TXF Perfect
across the full range of their business. Awards 2020 10 Awards 2018.
Our trade finance practice covers all aspects
of the sector from advice on vanilla trade TRAFIGURA NATIXIS
instruments and UCP rules, bilateral trade Advising a consortium of six Advising Natixis, Hong Kong, as
and receivables financings, pre-seller and banks on a USD470m commodity documentation agent fora limited
post-import facilities, through to innovative securitisation issued by Trafigura recourse facility agreement in relation to
Commodities Funding Pte Ltd (“TCF”),
domestic and global supply chain finance a landmark cash-for-metal prepayment
a non-recourse, stand-alone special deal between Duferco SA and JSW
programmes, trade risk distribution structures, purpose vehicle launched by Trafigura Steel. Asia Commodity Finance Deal of
structured commodity financings and the Pte Ltd (“Trafigura”). Commodity Trading the Year – TXF Perfect 10 Awards 2020
most complex trade financing restructurings Company Deal of the Year – TXF Perfect
10 Awards 2018 Best Trade Finance
seen in the market. NOBLE GROUP
Deal of the Year – GTR Trade Finance
Awards 2018 Acting for ING Bank N.V. as trade
finance provider and RCF lender to
Leader in Trade for Pandemic Support HELIOS INVESTMENT Noble Group. The innovative deal that
PARTNERS involved the debt restructuring of a
Global Trade Review Awards 2021 global commodities trader, ING and
Acting for Standard Chartered Bank provision of post restructuring facilities
and Société Générale as arrangers on to the restructured Noble Group.
the financing to support the acquisition Best Trade Finance Deal of the Year –
“Their practice is extremely strong and of Fertilizers and Inputs Holding Trade Finance Global Awards & GTR
by Helios Investment Partners.
they have great connections in the The financing combines a number
Trade Finance Awards 2019

marketplace as a whole.” of leveraged finance and trade NAFTOGAZ

finance techniques in order to provide
Chambers UK 2021: Commodities & Trade Finance acquisition financing as well as ongoing Advising Citibank and Deutsche Bank
working capital financing for the as mandated lead arrangers on the
business. Commodity Acquisition USD500m World Bank-guaranteed
Finance Deal of the Year – TXF Perfect Gas Supply Security Facility in favour
WE CAN ADVISE ON THE 10 Awards 2018 of Naftogaz in Ukraine. Best Trade
FOLLOWING SPECIALISMS Finance Deal of the Year – GTR Trade
METINVEST Finance Awards 2018
Export credit agency-backed financing
Pre-export financing and prepayment facilities On a USD470m commodity A GLOBAL FINANCIAL
securitisation issued by Trafigura
Reserves-based lending Commodities Funding Pte Ltd,
INSTITUTION
Borrowing base lending a non-recourse, stand-alone special On three complex oil monetisation
purpose vehicle launched by Trafigura transactions that provided working
Corporate financing
Pte Ltd. Commodity Trading Company capital solutions to several oil refineries
Structured commodity finance Deal of the year – TXF Perfect 10 (including the Heide Refinery in
Awards 2018. GTR Trade Finance Germany and the Tesoro refinery
Commodity derivatives
Awards. Best Deal – Trade Finance in Hawaii) on ISDA terms.
Regulatory advice Awards 2018 – Winner.
Dispute resolution/litigation

14 Our Banking practice | 2022

Islamic finance
Our team offers clients advice Our recent experience includes advising:
on a broad spectrum of banking
SAUDI ELECTRIC COMPANY TECOM INVESTMENTS
transactions with a particular focus
Saudi Electricity Company (SEC) on its The mandated lead arrangers on the
on large-scale Islamic financings. SAR9bn syndicated murabaha facility financing for Tecom Investments LLC
We have experience in advising on agreement provided by a syndicate of in respect to certain commercial
Saudi banks for a period of seven years developments. The deal included
all Islamic finance structures, as well for SEC’s general corporate purposes, Islamic ijara and conventional facilities.
as profound experience in advising including funding capital expenditure.
EAST VILLAGE
on re-financings and restructuring. SAUDI ARABIA AIRLINES
QDD (a joint venture between sovereign
Allen & Overy is the only law firm in the world The lenders across five different wealth fund Qatari Diar and real estate
syndicated financing facilities for the ijara investment and advisory company
to be ranked in the top band for Islamic financing of thirty A320 and twenty A330 Delancey) on the Shari’a-compliant
Finance across each region. The breadth aircraft to IAFC for lease to Saudi Arabia financing for the acquisition of the East
of our expertise in banking-related fields is Airlines. This was Saudia’s largest aircraft Village development. This matter
demonstrated by the calibre of transactions leasing transaction and the largest underlines the significant role of Islamic
aviation deal to date to be secured by finance in the UK economy. The
on which we have advised. Islamic financing. murabaha facility of GBP350m was
made available by Islamic bank Masraf
ME INVESTMENTS Al Rayan to companies ultimately owned
by QDD, to complete the acquisition of
The Islamic finance parties, led by Noor the property portfolio on the site of the
Bank, in relation to an AED2.5bn former London 2012 athletes’ village. At
commodity murabaha financing for ME the time, the financing was the largest
Investments LLC, a special purpose Islamic real estate finance transaction in
vehicle created for the financing. The the UK market since the Chelsea
purpose of the transaction was to raise Barracks transaction in 2008.
off-balance sheet finance for Dubai Hills
Estate LLC, a JV company. MA’ADEN ALUMINIUM
COMPANY
MOBILY MURABAHA
FACILITIES The syndicate of Saudi Arabian
and international banks that made
The mandated lead arrangers and the available SAR6.68bn in Islamic and
ECAs, Finnvera and EKN, on the conventional facilities to Ma’aden
multimillion dollar murabaha facilities Aluminium Company.
totalling USD1.206bn made available to
Mobily. We also advised EDC on a ICD BROOKFIELD PLACE
USD200m murabaha facility made
“As a pre-eminent firm, available to Mobily. Emirates NBD PJSC as initial mandated
lead arranger on a refinancing facility
they’re right up there.” SAPURAKENCANA for ICD Brookfield Place in the Dubai
International Financial Centre. The
Chambers Global 2020 PETROLEUM
AED1.4m facilities were split between
(Middle East, Islamic Finance) a conventional and Shari’a-complaint
The coordinating bank, Maybank
Investment Bank, and the mandated ijara tranche and were governed by
lead arrangers on a multicurrency Islamic a Common Terms Agreement.
facility totalling about USD2.3bn.
BAHRAIN
“The quality of the firm’s Middle EMIRATES TELECOMMUNICATIONS
Eastern, Malaysian and Indonesian Emirates on an AED1bn Islamic COMPANY (BATELCO) B.S.C
offices gives it the capacity to advise ijara facility made available by The finance parties in respect to
Dubai Islamic Bank. the provision of an Islamic Facility
on cross-border Islamic finance to Batelco using a commodity
matters, including sukuk transactions.” ALDAR ETHIAD INVESTMENT murabaha structure.
PROPERTIES LLC
Chambers Global 2020 ENOC
Aldar Ethiad Investment Properties
LLC on the AED785m financing of Mashreqbank PSC in relation to
its acquisition of the Abraj Towers USD1.5bn credit facilities (mixed Islamic
residential real estate project in and conventional including USD and
Abu Dhabi. The financing involved AED tranches) for Emirates National Oil
“High-quality people and a very a conventional term loan facility and Company Ltd. (ENOC) LLC, a major
consistent approach.” a commodity murabaha facility. player in the oil and gas sector in the
Middle East.
Chambers Global 2020
(Middle East, Islamic Finance)

allenovery.com 15
 For more information, please contact:

London
Allen & Overy LLP
One Bishops Square
London
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United Kingdom
Tel +44 20 3088 0000
Fax +44 20 3088 0088

Global presence

Allen & Overy is an international legal practice with approximately 5,600 people, including some 580 partners, working in more than
40 offices worldwide. A current list of Allen & Overy offices is available at www.allenovery.com/global_coverage.

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in England and Wales with registered number OC306763. Allen & Overy (Holdings) Limited is a limited company registered in England
and Wales with registered number 07462870. Allen & Overy LLP and Allen & Overy (Holdings) Limited are authorised and regulated
by the Solicitors Regulation Authority of England and Wales.

The term partner is used to refer to a member of Allen & Overy LLP or a director of Allen & Overy (Holdings) Limited or, in either case,
an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s
affiliated undertakings. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners, and a list of
the directors of Allen & Overy (Holdings) Limited, is open to inspection at our registered office at One Bishops Square, London E1 6AD.
GB
© Allen & Overy LLP 2022. This document is for general information purposes only and is not intended to provide legal or other professional advice.
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