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Deals of the Year

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  • Chapter 11 bankruptcy is never a cheering experience, but in Arcapita’s case it has created an important precedent for the Middle East, where – even after the crises of 2008 and 2009 – restructurings have been extensions of loans, largely because of undeveloped local bankruptcy laws.
  • While the Twitter float was news across the world, another of Euromoney’s deals of the year took place in a far more esoteric corner of the market. It is not often that a structured-finance transaction attracts almost universal praise from competitors across the market, but Freddie Mac’s Structured Agency Credit Risk (STACR) did just this in June last year. And in many ways its impact is far greater than that of the much more discussed Twitter deal.
  • Twitter set an IPO landmark.
  • After a lousy 2012 for Brazilian equities, followed by an unpromising start to 2013 and a deterioration in investor sentiment towards Brazil’s macroeconomic environment, it was perhaps surprising that the world’s biggest IPO of the year was from Brazil. And the spin-off of BB Seguridade – Banco do Brasil’s insurance division – was also one of the best-performing IPOs. Proof, if it were needed, that deals that are priced and marketed well succeed in Latin America’s largest market.
  • The sale of HSBC Bank Panama to Bancolombia was one of the largest M&A deals of the year and was transformative to the financial services industry in the fastest-growing economy in Latin America. The deal value was $2.1 billion based on estimated 2012 price to book value of 3.0x and 2012 estimated P/E of 16.9x. HSBC Panama was the second-largest bank in Panama, with a 17% market share in loans, 16% in deposits and 5% in insurance premiums. With the acquisition, Bancolombia adds total assets of $7.6 billion, deposits of $5.8 billion and shareholder’ equity of $800 million to its Panamanian operations to create a presence in a very attractive economy and banking industry. It also further enhances the movement of Colombia’s biggest banks northwards as they seek regional expansion and diversification. Bancolombia becomes the largest bank in Panama and central America and is expected to double the contribution of international earnings to about 20% of total.
  • In a lacklustre year for dealmaking in emerging Europe, the acquisition of Czech gas transmission firm Net4Gas by German insurer Allianz and the infrastructure arm of Ontario Municipal Employees Retirement System stood out by virtue of its complexity and the competitiveness of the bidding process.
  • Another year of volatility and underperformance in equity markets kept the majority of IPO candidates from emerging Europe on the sidelines in 2013. Of the few that did venture out, Turkey’s Pegasus Airlines caught the eye for its ability to negotiate a fragile market environment and resilient aftermarket performance.
  • This deal – led by BTG Pactual after an aborted attempt by Barclays the year before – was the first truly project finance structured bond issued in Brazil. It was also the first debenture to be distributed pursuant to rule 144a/RegS in the international market and the first with a final maturity of 15 years (the previous maximum tenor was 12 years). Despite facing strong volatility and sharp deterioration in market conditions (rise in interest rates, change in Brazil’s rating outlook and the prospect of Fed stimulus tapering), Rodovias do Tiete was able to place fully the R$1.065 billion ($440 million) transaction – facilitated by the firm underwriting commitment provided by the lead and co-bookrunners. The volatility in the markets was of consequence: in the same week BNDESPar and Iguatemi cancelled their debenture and real-estate asset-backed securities (CRI) transactions, respectively.
  • Initial public offerings in Hong Kong during the first half of last year were something of a novelty.
  • When it launched in March, this was the largest equity sale of the year, popping healthily on its first day.
  • Frontier markets are in vogue and there are few markets less tapped than Iraq. It is perhaps fitting, then, that in February 2013 Iraq produced the biggest IPO in the Gulf region since the 2008 global financial crisis: the $1.2 billion listing of mobile phone firm Asiacell.
  • Abu Dhabi has regained confidence since Aldar and Sorouh’s merger. Real estate and equity indices have risen. There has been a surge in new deals from state investment fund Mubadala, the biggest Aldar shareholder (a position that in part led Mubadala to a loss in 2010, because of fair-value write-downs).
  • The head of Nigeria’s Dangote Industries, Africa’s richest man, Aliko Dangote, signed a $3.3 billion deal on September 4 2013 to finance the building of the largest oil refinery in Nigeria.
  • As one of the region’s most dynamic sectors, the telecommunications industry in Africa is highly competitive. But in Nigeria – the continent’s second-largest economy – MTN Nigeria’s recent syndicated deal has given the telecommunications giant the edge over its peers.
  • Vedanta and its bookrunners gave the market a lesson in how to get a deal done in volatile times both through its opportunistic timing and the deal’s execution.
  • The largest integrated oil and gas producer in Indonesia is government owned and is also the de facto owner of all oil and gas reserves across the country.
  • Announced in July 2012, this high-profile deal by CNOOC, the world’s largest independent oil exploration and production company, to acquire Nexen closed in February last year. The deal is the largest ever acquisition of a foreign target by a Chinese company and was three times oversubscribed, with over $18.1 billion of commitments received. Citi advised CNOOC, acting as sole coordinating bank on the $6 billion term loan facility, while Goldman Sachs and RBC advised Nexen.
  • There was no shortage of bond issuance from emerging Europe in the early part of 2013 before tapering fears set in. While deal sizes and volumes hit record levels, however, innovation was thin on the ground.
  • EdF changed the hybrid game.
  • On top of the Aldar-Sorouh merger, the financing of the second phase of Emirates Aluminium (Emal) added to Abu Dhabi and the UAE’s resurgent confidence in 2013.
  • In 2010, with questions surrounding how Rwanda could fund costly, large-scale projects including a convention centre and national carrier RwandAir, policymakers were forced to look for innovative ways to raise cash.
  • In a landmark deal on November 6 2013, Transnet, a state-owned freight-logistics company, became the first South African company to issue a rand-denominated bond on the international capital markets.
  • Liberty Global now dominates cable with takeover of Virgin Media.
  • Euromoney’s deals of the year for 2013 show that, despite prolonged periods of market uncertainty, smart issuers and their advisers managed to get some remarkable things done.
  • Despite the emergence of signs of recovery across the region, central and eastern Europe saw surprisingly little in the way of eye-catching deal flow in 2013. Activity in both M&A and equity capital markets remained subdued. The bond market feeding frenzy in the first half of the year produced some big transactions, but was short on innovation and complexity.
  • The region’s debt markets benefited handsomely from global flows into emerging markets. The deals with the most impact were ones that brought more than just bulging order books and wafer-thin spreads.
  • In terms of broader market impact, however, no deal from CEE last year could compare with Sberbank’s $5.2 billion secondary equity placement. Although not the autumn’s only successful bank privatization – the Turkish government also achieved high levels of oversubscription for its sale of a TL4.5 billion ($2.5 billion) stake in Halkbank in November – the Sberbank offering gets the nod for single-handedly reviving the region’s moribund primary equity markets, paving the way for subsequent deals, such as Megafon’s $1.7 billion IPO.
  • Sinopec’s acquisition of a 49% equity interest in Talisman’s UK subsidiary for $1.5 billion in cash stood out not least because it was among the first high-profile acquisitions by a Chinese state-owned enterprise in the North Sea, one of the world’s most important oil and gas fields. The joint-venture structure allowed Sinopec to benefit from the well-established capability of TEUK in mature field operations and field-life extensions, with a rapid execution timeline. The transaction gave Sinopec a North Sea presence in line with the stated group strategy of establishing regional hubs across international oil and gas provinces. HSBC acted as the sole adviser to Sinopec, while JPMorgan advised Talisman. For HSBC, internal teams combined across the franchise – including Beijing, Hong Kong, Calgary and London – to implement the deal, demonstrating the need for a global team on a transaction of this nature.
  • The improved economic performance of the Philippines has been one of the stories of the past year in Asia Pacific. On October 29, Moody’s Investors Service upgraded the Republic of the Philippines to Ba1 from Ba2 as a result of its continued fiscal revenue strength in the face of deteriorating global demand and its decent growth prospects over the medium term. The Philippines debt portfolio has become longer in tenor, its new-issue yield has decreased and its foreign-currency-denominated bonds are receiving a substantial bid from onshore investors.
  • With little happening in regional equity issuance, the most important deals in 2012 in the Middle East, even more than other emerging regions, were in debt – and, in particular, sukuk. This was the year when Islamic capital market issuance really found its voice, from Qatar’s international record $4 billion sukuk to a Turkish sovereign debut, Axiata’s dim sum sukuk and important domestic deals in Saudi Arabia and Malaysia. There was a record $144 billion of issuance in 2012, according to Ifis, part of the Euromoney group.
  • In the Middle East rising sukuk issuance gave a new angle to the global emerging market debt boom. Sovereigns and supranationals launched daring benchmark deals, while in sub-Saharan Africa an outrageous last-gasp hijacking of a deal redefined the way China approaches M&A.
  • As the wider markets struggled with macroeconomic threats, several deals across asset classes stood out.
  • Science fiction has no place in the real world of bank capital, but when one bank goes boldly beyond where any other bank has gone before with a CoCo under CRD IV, there is perhaps something of a whiff of the future about it.
  • In a buoyant year for international bond issuance from Latin America, structural innovation was what counted, rather than the size and pricing records that were broken. In the equity markets, which, in Brazil at least, were quiescent, persistence and a high regard for a fair deal for investors were crucial.
  • The otherwise patchy equity markets added impetus to M&A throughout the region. There were many large, transformative, cross-border deals in Latin America in 2012 but the standout one – and the fourth deal of the year was UnitedHealth Group’s acquisition of 90% of Brazil’s Amil Participações. The deal was the largest-ever cross-border acquisition of a Brazilian asset, with the US company paying $4.9 billion for its majority stake. It is transformative in the burgeoning healthcare sector and the deal also came in the middle of the year when Brazil’s slowing macroeconomy was beginning to lead to questions about the pricing of Brazilian assets. The deal demonstrates the premium that solid Brazilian companies can still attract – giving a boost to the entire M&A sector in the region’s largest economy.
  • PICC’s December IPO in Hong Kong was the largest IPO to come out of the special administrative region in nearly two years.
  • Latin American issuers in the international debt capital markets enjoyed near-perfect conditions in 2012; total volumes hit another new record and many other records were set. The region’s credits continued to improve relatively and absolutely on those from developed markets, while issuers could access lower rates in the international market than were available domestically. There was heavy demand as international investors searched for yield outside their home and other developed markets. The result was that records tumbled. In total, $114.2 billion was raised by Latin American issuers in the international DCM markets. In February 2012, Petrobras broke the record for a single deal by an emerging markets issuer when it printed a total of $7 billion in four tranches. Total orders hit $25 billion. Pricing records were also set: a $1.35 billion issue by the Republic of Brazil paid the lowest-ever yield for the sovereign; in October Cielo issued the lowest-ever-yielding deal for a Brazilian corporate. In July, Codelco printed a deal with the lowest coupon and yield ever achieved by a LatAm issuer, including the Chilean sovereign, in the 10-year and 30-year sectors respectively. All these deals were of course highly successful and were skilfully led and executed, but with such favourable underlying market conditions it is hard to evaluate which were the standout transactions.
  • Moving to north Africa, debt was again the most interesting area of the capital markets, and nowhere more so than in the Kingdom of Morocco’s extraordinary $1.5 billion 10- and 30-year dollar debut in December.
  • Further south, the standout M&A deal of the year was Chinese company Jinchuan’s R9.112 billion ($1.02 billion) acquisition of Metorex. It told us a lot about the changing nature of Chinese acquisition in resource-rich Africa.
  • In March, casino operator Genting Singapore’s S$1.8 billion ($1.46 billion) perpetual subordinated capital securities marked the company’s inaugural bond issuance and its first foray into the Singapore dollar bond markets. The deal was the largest corporate hybrid in a local-currency market in Asia, the largest Singapore dollar-denominated corporate hybrid issue to date and the largest single-tranche Singapore dollar-denominated bond to date. According to HSBC, the deal attracted an overwhelming response from international and domestic investors, with participation from offshore accounts to the tune of 42% of the total deal size. The allocation was also well spread out regionally, with 58% of the offering distributed in Singapore, 24% in Malaysia, 12% in Hong Kong and 6% to Europe and elsewhere.
  • The region’s equity markets had a mixed year. In Brazil, the region’s largest market, the equity market had a terrible time, especially for IPOs. Issuance was at its lowest for a decade. Deals launched and were pulled, and those that made it to market were priced well below the range. Amid this weakness stood BTG Pactual. BTG is a bank in hurry, and its rapid growth necessitated an injection of capital and a change in its ownership structure to enable its business plan to maintain its momentum. Rather than wait, it launched amid bad market conditions – the two smaller deals either side of BTG Pactual’s IPO failed to price in its range. The bank’s confidence in its reputation, its deal-pricing discipline and its innovative ownership structure that aligns external shareholders and the selling partnership enabled the bank to price a large deal amid the carnage and move on.
  • In July, Takeda, Japan’s largest pharmaceutical company, successfully priced its first $3 billion, two-tranche, 144a/RegS benchmark offering. The transaction was split into a $1.5 billion three-year and a $1.5 billion five-year tranche. The deal stood out not least because it was the first time in more than 20 years that Takeda had accessed the public debt markets. It was also the first global issuance for a Japanese corporate since NTT’s global dollar bond offering in 1999. Takeda was introduced to institutional investors in Asia and north America via a non-deal roadshow in late May and early June. Despite the generally weaker market tone globally, the offering received strong initial demand from Asia accounts. The scarcity of dollar-denominated issuance by Japan’s corporations was not the sole distinguishing factor of the deal. Takeda’s relative financial stability and rating strength compared with its global peer group meant that the deal attracted several global investors. The offering was oversubscribed, with demand reaching almost $7 billion, according to bankers on the deal.
  • Early last year, a heavy gloom had settled over most of the equity markets of the Asia Pacific region and ECM bankers were complaining to anyone who would listen about how bored they were, bemoaning choppy trading conditions for scaring companies away from doing deals. So when US insurer American International Group (AIG) raised $6 billion through the sale of its stake in AIA in March it provided the market with a much-needed reason to celebrate. With the benefit of hindsight, though, the block trade provided what turned out to be false hope of a wider equity market revival. The fact that it did not lead to a flurry of deal activity, however, does little to diminish the achievement in getting such a large deal away in the midst of multiple and often severe challenges. Although the deal priced at the bottom of its range, with a maximum 7% discount to the stock, it was a very big transaction – the second-largest block trade ever in Asia after China Mobile. And it provided a sense that if a particular deal was fundamentally sound, it could be priced and could fly in spite of volatility in the underlying markets. At the time of the trade, Dixit Joshi, head of global markets equity for Asia at Deutsche Bank, told Euromoney: "The fact we were able to do a $6 billion trade on an Asian underlying, and get it done robustly in a manner where the seller and the investors are happy, tells you about the depth of the capital markets here right now."
  • The same month brought another impressive debt deal from the Gulf, this time from International Petroleum Investment Corporation (Ipic), Abu Dhabi’s state-backed investment group for the energy sector worldwide. This was a big, multi-currency offering, raising $2.9 billion equivalent in three tranches: a $750 million three-year, a €800 million 5.5-year and a €850 million 10.5-year.
  • Wall Street traders typically believe that the business of profiting from capital flows works best with minimal interference, but given the impact that the US government, in the form of the Federal Reserve, had on the structured finance market last year their perceptions might well have changed.
  • Greece’s epic €206 billion private-sector debt restructuring last year was of importance not only for the average man or woman on Athens’s ancient streets, but also for the country at large, the eurozone and the entire global financial system.
  • If Telefónica Deutschland’s €1.5 billion IPO in October last year gave hope to equity capital markets bankers that a resurgence in large European offerings was back on the cards, it was a smaller but perhaps more perfectly formed transaction in March that actually helped set a more ebullient tone.
  • Reflecting on the jumbo senior secured €8 billion refinancing package for Schaeffler, a German auto parts supplier, an investor says: "While exposure to the cyclical automotive sector would have normally have made this a nonstarter, the diversity offered by a new European levered corporate deal combined with an ebitda of €2 billion-plus made it a must-do."
  • One of the big equity themes in Latin America in 2012 was that issuance from companies outside Brazil, and from Mexico in particular, enjoyed a strong year. Santander Mexico’s $4.1 billion IPO is one of the deals of the year because of its size and its secondary markets performance. In a domestic market dominated by foreign banks, Santander’s local listing is an important development for the bank and the market. It was the third-largest IPO in the world in 2012 and the second-largest-ever SEC-registered IPO by a Latin American issuer (behind Santander Brazil’s 2009 IPO). It also performed very well in the secondary markets. Contrasting with the two larger IPOs in 2012 – those of Facebook and Japan Airlines – the deal was trading up after five days and is still above the launch price (by 13%) at the time of going to press. Speaking to Euromoney immediately after the deal launched, underwriters said Santander, which was left lead, would have lost some of the large bids from long-only accounts had it tried to move the price above the middle of the range. It therefore opted to price at the middle of its Ps29 to Ps33 range to generate Ps52.81 billion. The global marketing effort incorporated anchor sales to sovereign wealth funds and a 14-day roadshow schedule, with three teams visiting 384 investors in 24 cities.
  • Global capital markets underwent a remarkable recovery last year as bond and equity markets soared, creating a fertile dealmaking environment that few had foreseen at the start of the year. By the end, an impressive volume and variety of capital raisings had hit the markets, highlighting a voracious appetite for risk and complexity that bankers were only too happy to satisfy. Even in M&A.
  • Many of the perceived shadowy corners of the global financial system have had a spotlight cast on them in the wake of the 2008 credit crisis, highlighting some acute problems that might have otherwise remained in the shadows.
  • Large IPOs in Asia last year were something of a rarity. The $2.1 billion July IPO of IHH Healthcare was the largest-ever healthcare IPO in Asia. It was also noteworthy for its concurrent listing on two exchanges in the rising Asean region. And it posted good aftermarket volumes on both, with one-month average daily trading volume of $6.8 million on the Bursa Malaysia and $2.3 million on the Singapore Exchange, the venue for its secondary listing.
  • Establishing a reputation in the global debt markets was also a priority for Anadolu Efes, the Turkish beverage group that made its dollar debut in October to a rapturous reception from investors. "As a global company that is growing quite fast, we wanted to devise a funding source that would allow us to extend our maturities and diversify our investor base, and that we can tap into in the future when and if we have sizeable financing requirements," says Can Çaka, the group’s chief financial officer.
  • High-grade corporate borrowers also took advantage of strong external conditions to raise substantial chunks of funding at ultra-tight spreads, most notably in the case of Rosneft’s $3 billion dual-tranche market return in late November – but the deal that caught the eye towards the end of the year was October’s more modest $600 million five-year debut from double-B rated issuer Brunswick Rail.
  • When a prime gas infrastructure asset is put up for sale in one of the richest and most powerful and well-regulated economies in the world it will always attract interest from potential acquirers keen to snap up a prized asset that could deliver attractive long-term returns.
  • The overriding theme in central and eastern Europe in 2012, as with other emerging regions, was the dominance of the debt capital markets. As ever-decreasing yields in the developed world prompted a wave of liquidity into emerging market bond funds, borrowers across CEE were duly lifted by the flood.
  • Although so often in the past a harbinger of increased M&A dealmaking activity, rising equity markets failed to ignite the revival that advisory bankers had been hoping for last year.
  • International capital markets underwent a remarkable recovery last year as bond and equity markets soared, creating a fertile dealmaking environment that few had foreseen at the start of the year. By the end, an impressive volume and variety of capital raisings had hit the markets, highlighting a voracious appetite for risk and complexity that bankers were only too happy to satisfy. Even in M&A.
  • The pivotol Polkomtel/Zygmunt Solorz-Zak leveraged buyout, which is the largest LBO from any part of Europe since before the financial crisis, secures a Euromoney Deals of the Year 2011 award
  • After nearly half a decade of construction, joint bookrunners Credit Suisse, JPMorgan and UBS receive a Euromoney Deal of the Year 2011 for their Cargill Inc/The Mosaic Company trade