Regulatory Capital
We have a market-leading regulatory capital practice that has been at the forefront of the design, structuring and issuance of new regulatory capital instruments for many years. We have acted on the first issuance of Additional Tier 1 Fixed Rate Perpetual Subordinated Contingent Convertible Notes for Close Brothers, the first issuance of Restricted Tier 1 contingent convertible notes under the Solvency II regime for RSA, the first sustainable Restricted Tier 1 and Tier 2 notes issued by a UK insurer for Just Group, the first Tier 2 notes issued under the Hong Kong Insurance (Group Capital) Rules for Prudential, the first AT1 capital issuance under the UK’s Investment Firms Prudential Regime for abrdn and the first sterling AT1 issuance after the Credit Suisse and UBS merger.
Our expertise
Our extensive experience covers the design and issuance of regulatory capital instruments across key financial services sectors and includes advising issuers on contingent convertible and (temporary and permanent) write-down instruments, other subordinated debt instruments, and equity and equity-like instruments across each of the relevant capital regimes. We advise across the banking, insurance, asset management and payments/e-money sectors, both in the context of ordinary course issuances and those required in a strategic context, including transactional activity, as well as the broader requirements that apply to firms under each relevant regime. We also advise on the management and amendment of regulatory capital instruments over their lifespans; on the grandfathering of legacy instruments to ensure compliance with relevant regimes; on liability management issues, including consent solicitation, tender offers and reinfection mitigation work; and on financial institutions' broader capital structures, including in relation to the implementation and operation of the requirements under the UK and EU MREL regimes.
Responding to regulatory change
All of our work involves the interpretation and analysis of the evolving regulatory requirements and expectations applying to our clients and supporting their compliance with these requirements. The pace of regulatory change continues to accelerate, particularly in relation to the diverging regulatory frameworks between the EU and UK. Our close and continuous relationships with UK regulators, long-standing relationships with leading law firms globally, and involvement with key industry bodies and trade associations, mean we have critical insight into the considerations of policymakers. This allows us to provide responsive and effective advice to our clients as legal and regulatory frameworks evolve and change.
Our team
As well as its technical excellence and commercial pragmatism, our team is known for its attentive, client-focused service. We differentiate ourselves by focusing on client relationships rather than niche practice areas. Our teams are small and versatile with the same individuals able to cover the full spectrum of regulatory debt instruments and support on both new issuances and liability management of existing debt.
These teams are specifically tailored to the needs of our clients and the particular matters on which we support them. We draw on the experience of our corporate and financial regulation groups to put together integrated, responsive and cost-effective teams that can support our clients on the full breadth of regulatory capital issues affecting their businesses.
Key experience
We advised Athora on its issuance of €750mn 5.875 per cent. Fixed Rate Subordinated Tier 2 Notes due 2034, and its issuance of €500mn 5.375 per cent. Fixed Rate Subordinated Tier 2 Notes due 2037, each listed on the Global Exchange Market of Euronext Dublin.
We advised Aviva on annual updates to its £7bn EMTN programme, and certain issuances thereunder, including €600mn 4.625 per cent. Tier 2 Fixed to Floating Rate Notes, listed on the Main Market of the London Stock Exchange. We also advised on its standalone £500mn 7.750 per cent. Fixed Rate Restricted Tier 1 Reset Perpetual Contingent Convertible Notes, listed on the International Securities Market of the London Stock Exchange.
We advised Bupa on its issuance of £300mn 6.875 per cent. Fixed Rate Subordinated Notes due 2038, and its issuance of £300mn 4.00 per cent. Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes, each listed on the International Securities Market of the London Stock Exchange.
We advised Close Brothers Group on updates to its £2bn EMTN programme and several issuances, including its £200mn Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes, and its £250mn 6.125 per cent. Subordinated Tier 2 Notes due 2036, each listed on the International Securities Market of the London Stock Exchange.
We advised Santander on a wide range of capital raisings, including updates to its €30bn EMTN programme and several standalone AT1 issuances, including its £500mn 7.625 per cent. Fixed Rate Reset Perpetual Additional Tier 1 Capital Notes, and its £650mn 6.750 per cent. Fixed Rate Reset Perpetual Additional Tier 1 Capital Notes, each listed on the International Securities Market of the London Stock Exchange.
We advised Just Group on its issuance of £325mn 5 per cent. Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Sustainability Notes, listed on the Euro MTF Market of the Luxembourg Stock Exchange, its issuance of £400mn 6.875 per cent. Fixed Rate Subordinated Tier 2 Sustainable Notes due 2035, listed on the International Securities Market of the London Stock Exchange, and its issuance of £250mn Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2037, listed on the International Securities Market of the London Stock Exchange.
We advised Legal & General on updates to its £5bn Euro Note Programme and issuances thereunder, including its £600mn 6.625 per cent. Fixed Rate Reset Subordinated Notes due 2055, and its €700mn 4.365 per cent. Fixed to Floating Rate Subordinated Notes due 2055, each listed on the Main Market of the London Stock Exchange.
We advised Liverpool Victoria on its issuance of £150mn 7.625 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2046, listed on the International Securities Market of the London Stock Exchange. The transaction marked Liverpool Victoria’s first issuance since 2013.
We advised Pension Insurance Corporation on updates to its £3bn EMTN programme and issuances thereunder, including its £500mn 8.000 per cent. Fixed Rate Tier 2 Notes due 2033, and its £500mn 6.875 per cent. Fixed Rate Tier 2 Noted due 2034, each listed on the Main Market of the London Stock Exchange.
