CC, A&O, Freshfields win massive H3G financing

Clifford Chance, Allen & Overy (A&O) and Freshfields Bruckhaus Deringer have all advised on the financing of H3G, the Italian subsidiary of Hutchinson Whampoa, in the largest telecoms financing to take place this year.
The H3G financing involved a E3.2bn (£2.1bn) syndicated facility agreement to fund the technology with four further facility agreements for the vendor financing. The vendor facilities were approximately E1bn (£642m).
A Clifford Chance team led by banking partner Stephen Lucas advised vendors Siemens and Ericsson on English, German and Italian law. Both are long-term clients of Clifford Chance in London and Frankfurt.
The transaction included multiple jurisdictional issues in the UK, Germany, Hong Kong and Sri Lanka, a highly structured inter-creditor grouping and a number of cross-border security questions.
A&O advised a mandate of lead arrangers and underwriters on the senior debt. The mandate was huge and comprised: ABN Amro Bank; Banca Antoniana Popolare Veneta; BOCI Capital; Centrobanca-Banca di Credito Finanziario e Mobiliare; China Construction Bank; Crédit Agricole Indosuez; the Development Bank of Singapore; Deutsche Bank; HSBC Investment Bank; IntesaBci; JP Morgan; the Royal Bank of Scotland; SG Investment Banking; and Westdeutsche Landesbank Girozentrale.
The A&O team was led by banking partner Stephen Kensell in London and Giancarlo Castorino and Riccardo Sallustio in Italy. It won the work on the back of a previous deal when it advised the arrangers on the financing for H3G UK, which closed in March 2001.
Kensell said that there was a large number of arrangers because of the market conditions. “The deal was raising a lot of capital in chilling conditions and therefore it was necessary to build a big group from the beginning,” he said.
The vendor loans were used to purchase equipment from the vendors. The vendors supported the financing in part under a separate agreement. The deal is structured so that vendors arranged the financing, which was structured through the syndicated bank market.
Kensell said that there were also some interesting challenges involving withholding tax. “Only Italian banks and Italian branches of banks can lend into Italy free of withholding tax implications. A lot of the banks did not fit into this category and therefore we had to use various structures,” he said.
H3G follows on the back of Wind’s 3G licensing in October 2000, where A&O partner Stephen Gillespie led the transaction advising the banks. However, whereas Wind was already up and running and had an established 2G business, H3G is a greenfield client and is setting up the 3G business from scratch.
Lucas said: “Once again leveraged telecoms financings has proved to be one of the most complex and structured legal product areas in the syndicated banking market.”
Freshfields advised H3G.