A trainee's role in...

ASOS on the refinancing of its outstanding convertible bonds

We advised ASOS on the refinancing of its outstanding convertible bonds. Holly Sleep worked on the transaction in the final seat of her training contract. 

At what stage did you become involved in the transaction?

I joined the matter in September 2024, at the start of my fourth seat. The matter was in its final stages and very close to signing. On my first day in the Financing group, all the trainees joining the matter were briefed on the transaction. This briefing included an overview of the transaction, the different parties involved and the key documents that were being negotiated. Joining the team at this stage meant that we were able to help with the signing and closing process, which is an exciting point in the timeline of a deal.  

What kind of work were you doing?

At this stage of a matter, a typical task for trainees is helping with the signing process. In the context of the wider transaction, this is important given that once the documents have been agreed by all parties, they need to be signed for the transaction to take effect. As a trainee, this provides you with an insight into what is happening over a range of different workstreams and the sequencing of the different transaction documents (a ‘workstream’ means a distinct aspect of a deal. Complex transactions are often split into a number of ‘workstreams’ in order to coordinate and efficiently run the transaction).

Typical tasks could include: (i) agreeing the drafting of the legal documents with the other side; (ii) preparing the execution versions of the documents (the ‘execution version’ is the final version of a document which reflects the position as agreed between the parties and is ready to be signed), including proofreading the documents and checking signing requirements; and (iii) running the signing process by sending out DocuSign instructions and packs.

How many lawyers worked on the transaction and how was responsibility allocated?

The team consisted of around 10 individuals, including partners, associates and trainees. Each associate was in charge of a specific workstream, with trainees helping out as required across the different areas.

On a transaction like this, workstreams are often organised according to the key transaction documents. For example, one workstream might focus on the tasks involved in agreeing amendments to the existing debt facilities, with another workstream focusing on the steps required to issue new bonds.

The signing process tends to be the busiest phase of a deal. Once signing was within reach, we did need to work late some evenings to keep up the momentum and ensure that important deadlines were met. The team was supportive and friendly, and there was a great sense of camaraderie as everyone worked hard to get things over the line.

Having never worked on a financing deal before, it was a really useful experience to learn what the key legal and commercial issues in the deal were and to understand the steps involved when issuing bonds and renegotiating debt facilities.

What did you find most interesting about the transaction?

It was interesting to observe how the documents were negotiated and what types of issues were the key sticking points. Having never worked on a financing deal before, it was a really useful experience to learn what the key legal and commercial issues in the deal were and to understand the steps involved when issuing bonds and renegotiating debt facilities.

What did you find most challenging about working on the transaction?

It was challenging trying to keep tabs on the various moving parts, especially as there were multiple documents out for signing at the same time, which added a sense of pressure to respond quickly to any updates or changes. However, it was a great chance for me to develop transaction management, communication and organisational skills. The team was very supportive and made me feel as though no question was too small to ask!  

How did you feel when the transaction completed?

It felt like a real team effort and it was exciting to hear that the deal had been announced. I was also invited to post-completion celebrations, which was a great opportunity to continue getting to know the team.

What was your favourite moment?

When the deal signed, it was an exciting moment and we certainly felt like we had achieved something! It was also interesting to learn about the different aspects of a bond issuance and renegotiation of existing debt facilities, as this was an area of law that I had not yet come across during my training contract.