Stephen is a finance lawyer focussing on frontier and developing markets. He has expertise in debt transactions across a wide range of products, sectors and geographies, including significant experience of financings across Sub-Saharan Africa, having previously been based in Nairobi, Kenya.
Stephen advises a wide range of financial institutions and other parties, including bilateral and syndicate bank and non-bank lenders, private creditors, borrowers, guarantors, bond issuers, sponsors, investors, sub-participants, facility agents, security trustees, lead arrangers and underwriters, hedge providers, lessors and development finance organisations.
Expertise
- General lending
- Structured finance
- Leveraged and acquisition finance, including public bid finance
- Asset finance, including ship finance
- Commercial real estate finance
- Margin lending
- Trade finance, including pre-export and pre-payment finance, as well as structured soft commodity finance
- Sovereign loans and guarantees
- Subordinated debt, including for bank regulatory capital purposes
- Intercreditor, subordination and priority arrangements
- Mezzanine finance as quasi-equity
- Distressed debt trading, including LMA trade confirmations and bespoke loan trade structures
- Consensual debt restructuring, including reservation of rights letters, waiver letters, standstill agreements and override/restructuring agreements
- Debt capital markets, including public and private securitisation transactions, as well as credit-linked and loan participation note issuances, both stand-alones and programs
Experience
Banking & Finance
- Advised Goldman Sachs, ING Bank and Raiffeisen in relation to a leveraged financing and subsequent high-yield bond take-out of the USD 1.4 billion acquisition of an international commercial freight company.
- Advised the lender in relation to a take-private certain-funds bid financing of the USD 2.5 billion acquisition of a Swiss industrial fluid engineering and chemicals company, structured in accordance with the Swiss law on mandatory takeover offers.
- Advised Deutsche Bank as mandated lead arranger and facility agent in relation to a leveraged financing of the acquisition of a European packaging company.
- Advised the lender in relation to a secured financing of a USD 1 billion acquisition of a European shopping mall by Morgan Stanley Private Equity, using a customary propco/opco structure.
- Advised the lender in relation to a financing of the further development of a European shopping mall.
- Advised Aareal Bank in relation to a secured financing of a new European office complex.
- Advised the lender in relation to a secured financing of the construction of a luxury resort in Sardinia by Capital Partners, structured to ensure the incremental taking of security on completion of individual units.
- Advised a financial institution as sponsor and borrower in relation to a USD 150 million secured refinancing of an office complex.
- Advised the issuing banks in relation to various letter of credit facilities with Indian banks as beneficiaries, for the purposes of Indian telecom licence tenders.
- Advised lenders in relation to various USD 1 billion+ margin loan transactions, with UK-listed equities as the underlying.
- Advised a commercial bank as lender in relation to a USD 2 billion sovereign loan to Ukraine.
- Advised lenders in relation to various sovereign guaranteed financings, including for Ukravtador (Ukrainian Roads).
- Advised various syndicates of European and Asian lenders in relation to trade-related loan facilities provided across all of the leading local banks in a Central Asian jurisdiction, including a landmark USD 300 million syndicated facility for the country’s largest commercial bank.
- Advised the European Bank for Reconstruction and Development (EBRD) as lender on various lending transactions, including a USD 150 million financing of a local European bank to fund its small business lending program.
Securitisation
- Advised Greenwich Financial Services in relation to a first-of-its-kind securitisation of residential mortgage certificates by a small residential mortgage lender as originator, incorporating the issuance of a mezzanine tranche purchased by the Overseas Private Investment Corporation (OPIC) and inverse interest-only notes, being the first US-placed Rule 144A RMBS issuance in the local market, with the notes being admitted to listing on the Irish Stock Exchange (ISE)
- Advised Raiffeisen and HSBC as joint arrangers in relation to a securitisation of residential mortgage certificates by a subsidiary of a large Central Asian bank as originator, with the notes being admitted to listing on the ISE and including ISDA cross-currency swap agreements.
- Advised various bridge/warehouse facility lenders in relation to the acquisition of portfolios of assets by orphan special purpose vehicles incorporated in the Netherlands or Luxembourg, to be securitised under subsequent public take-out issuances, including reconfiguring LMA-type loan facility agreements to constitute a ‘securities issuance’ under the Luxembourg securitisation law.
- Advised Morgan Stanley in relation to a privately placed whole-loan securitisation of mortgage certificates by a small residential mortgage lender.
- Advised Credit Suisse in relation to a private securitisation of mortgage loans by a small residential mortgage lender.
- Advised a US arranger of a securitisation of residential mortgage loans originated by a state-owned residential mortgage agency akin to Fannie Mae, the transaction initially being co-arranged and funded by Standard Bank.
- Advised arrangers and asset originators, including leading US and European investment banks, in relation to the legal feasibility and structuring of cross-border securitisation in a frontier market for this product, covering a range of asset classes, including residential mortgage, auto and consumer loans, corporate loans, railcar leases, dealer-floor plan receivables, factored invoice receivables and commercial real estate loans, covering imperatives such as true-sale, bankruptcy remoteness, banking secrecy and data protection and tax neutrality of variable interest instruments.
- Advised Fitch in relation to its rating of certain asset-backed securities issuances in a developing market.
- Advised TMF Trustee as security trustee in relation to the winding-up and termination of certain existing securitisation transactions.
- Advised CIBC World Markets and Societe Generale as arrangers of the Duchess II CDO and Merrill Lynch and Barclays Capital as arrangers of the Adagio I CDO, involving the adaptation of New York law indenture and other documentation used for equivalent US CDO transactions, so as to comply with customary English law bond trustee, security and intercreditor principles and documentation.
Eurobonds
- Advised a mid-sized European consumer credit bank as issuer in relation to its debut Eurobond issuance.
- Advised a mid-sized full service European bank as issuer in relation to its debut Eurobond issuance, with a particular focus on ensuring conformity across covenant packages in all of its debt financings.
- Advised an international ferrous metals company in relation to a tender offer for its existing Eurobonds, coordinated by Citibank.
Note Programs
- Advised various mid-sized European regional banks in relation to credit-linked and loan participation note issuances, as well as loan repackagings, under their respective note programs.
- Advised a European alcoholic drinks producer in relation to its financing of a new production plant, by way of a credit-linked note issuance under a Commerzbank note program.
Bank Regulatory Capital Issuances
- Advised a large European bank in relation to its debut Tier 1 public bond issuance, being the first of its kind in the local market.
- Advised various mid-sized European regional banks or their lenders in relation to subordinated debt issuances for Tier 2 capital purposes.
Marine & Shipping
- Advised a regional bank as lender in relation to the first cross-border ship financing transactions in their local market, including facilities for a global ship operator’s acquisition of ice breaker vessels and arctic tankers, in each case using a customary international structure and security package, including registered ship mortgages, deeds of covenant, earnings assignments and account security.
- Advised Citibank and Nordea as mandated lead arrangers in relation to a USD 1.058 billion syndicated senior secured loan facility for Frontline, for the refinancing of 48 tanker vessels.
- Advised Nordea as mandated lead arranger in relation to a USD 500 million senior secured loan facility for Teekay, structured to permit a sale and leaseback of vessels during the term, without further lender approval or interruption in the security coverage.
- Advised a financial institution as potential purchaser of a portfolio of international shipping loans.
Restructuring & Insolvency
- Advised Citibank, UniCredit, Raiffeisen and ING Bank in relation to a debt restructuring of a railcar distribution company, including leading the negotiations towards a full repayment of the facilities, following loan provisioning by lenders.
- Advised the co-ordinating lender in relation to a contentious USD 250 million debt restructuring of a regional oil company.
- Advised a large commercial bank in relation to the structuring and documenting of a unique tender offer to syndicate lenders under two distressed loan facilities, utilising a Dutch auction approach.
- Advised Eurostep as sponsor in relation to a restructuring of its quasi-equity mezzanine debt financing, arranged by Deutsche Bank, including developing a proposed work-out structure to address the legitimate interests of stakeholders.
- Advised a regional European bank on the restructuring of certain of its bond obligations using a total-return swap arrangement with Credit Suisse, approved by way of a consent solicitation request under its medium-term note program.
- Advised a regional bank in relation to a distressed refinancing of a European ship-building group and a related financial institution.
- Advised Deutsche Bank as facility agent in relation to waivers of defaults under, and amendments to, syndicated senior secured facilities provided to a battery manufacturer, in the context of Chapter 11 proceedings in the United States.
- Advised various international aircraft lessors, including GECAS, ILFC and Macquarie Airfinance, in relation to aircraft recovery from a bankrupt local airline in a complex jurisdiction, including in the context of the reasonable steps available to an insured party to discharge their obligation to mitigate under their London market insurance cover.
Energy & Natural Resources
- Advised the lenders in relation to the take-private certain-funds bid financing of the acquisition of Eurasian Natural Resources Corporation (ENRC), structured to comply with The City Code on Takeovers and Mergers.
- Advised the lender in relation to the bridge financing of a EUR 10.5 billion acquisition of a strategic stake in an international oil company by the Qatari Investment Authority.
- Advised a national oil company as borrower in relation to the financing of its USD 55 billion acquisition of another national oil company from an international oil major.
- Advised the finance parties, including BNP Paribas, UniCredit and Italian export credit agency SACE, in relation to a financing of the construction of a European metallurgical plant, using a fronting bank and intercreditor structure tailored to emulate customary syndicate lender positions and with the transaction also being backed by German and Chinese export credit agencies, Euler Hermes and SINOSURE respectively.
- Advised a European fertiliser producer as borrower in relation to various of its bilateral and syndicated loan facilities, including transactions opposite Commerzbank, Nordea, Societe Generale, UniCredit, ABN AMRO and the EBRD.
- Advised HSBC as mandated lead arranger in relation to a USD 250 million loan facility provided to an international oil company and backed by the Czech export credit agency, Export Guarantee and Insurance Corporation (EGAP).
- Advised Man GLG as sponsor in relation to a syndicated pre-export finance facility for a far eastern anthracite miner, being one of the sponsor’s portfolio investments.
- Advised Morgan Stanley as lender in relation to a structured loan with detachable equity warrants for a regional European oil company.
- Advised various international banks as lenders, including ING Bank, Credit Agricole, Societe Generale and MUFJ, in relation to bilateral revolving loan facilities for an international oil company.
- Advised Citibank as lender in relation to a financing of Azenerji (Azerbaijani energy utility).
- Advised a German bank as mandated lead arranger in relation to a USD 550 million syndicated loan facility for a regional oil company, incorporating a bespoke embedded interest rate hedging arrangement.
- Advised a Swiss financial institution in relation to oil prepayment financings.
Africa
- Advised the International Finance Corporation (IFC) as lender in relation to loan facilities for Access Bank Nigeria and Bank of Ghana.
- Advised Stanbic Bank Kenya (a member of the Standard Bank Group) as lender on a USD 26.5 million development financing of a warehouse logistics facility in Nairobi, Kenya for Africa Logistics Properties.
- Advised alternative credit provider Lendable Asset Management in relation to a senior secured facility for Solar Panda Kenya.
- Advised Actis as sponsor and borrower in relation to the senior secured loan financing of Garden City Business Park in Kenya by Rand Merchant Bank as lender.
- Advised Renewable Energy Performance Platform (REPP) as lender in relation to a senior secured loan facility with detachable equity warrants for Kleen Hydro Limited, Kenya.
- Advised Investec as lender in relation to a loan facility for Puma Energy.
- Leading educational presentations in sub-Saharan Africa for market participants and stakeholders, including for the Loan Market Association (LMA), on various topics related to London market loan documentation, including the replacement of LIBOR, consensual debt restructuring, English law guarantees and recent developments in English banking case law.
Recognition
“Stephen has a lot of gravitas as a technical lawyer, and I noticed that other firms streamlined their negotiating position when dealing with him.”
Chambers and Partners, 2018
‘The Project Financing Deal of the Year – West, 2015’
Marine Money
Winner of ‘Finance Team of the Year’ at the Legal Business Awards, 2014
Deal of the Year in the International Securitisation Report 2006
Career
Stephen Matthews qualified as a solicitor in 2001. Prior to joining Keystone Law in 2024, he worked at the following firms:
- Bowmans
- Allen & Overy
- White & Case