European outlook: Trustee experience more important than ever

Even in this period of economic uncertainty, a variety of unique growth opportunities are emerging in European debt and loan markets. Identifying and securing deals in this landscape often entails complex transactions – which means you need a trustee at the top of their game.

Finding and executing deals in today’s unpredictable European marketplace requires the support of partners working from the highest levels of experience and expertise. Many of today’s trustees are stretched to their limit in terms of what’s being asked of them. Some have the flexibility, technology, global network and breadth of services to embrace these challenges, and some are less equipped to adapt.

This article will examine how the European market is changing and how those changes are raising the bar for trustees moving forward.

Venturing into new markets

One hallmark of the evolving European marketplace is that more investors are exploring opportunities in new jurisdictions. This presents numerous legal and structural hurdles – testing the ability of trustees to extend beyond their traditional roles. Increasingly, investors are leaning on their trustees to provide specific guidance and insights related to the assets they administer and the domains where those assets reside.

Today’s trustees must keep abreast of emerging opportunities and the intricacies of new markets. They should be able to manage complex transactions, protect the interests of their investors and effectively engage with all parties – from accountants to attorneys to anyone else involved.

Relying on trustee expertise: three examples

In 2022, the European market saw some unique, high-profile transactions driven by clients seeking to explore the growth, exposure and regulatory opportunities of new domains. U.S. Bank, as trustee, helped facilitate a number of these transactions. Here are three examples of how clients leveraged our knowledge and experience to navigate the risks and requirements of various jurisdictions.

• Fiber BidCo SpA (Italy):
  •  This EUR 1.1 billion deal – a five-year bond – is the first known example of a bond issued using a cashless roll structure. This structure, more frequently seen in loan market deals, gives floating-rate noteholders the option to rollover their existing notes by exchanging them for new floating-rate notes on a cashless basis in a private exchange offer.
  • U.S. Bank served in the roles of note trustee and paying agent, registrar and transfer agent and calculation agent to help bring this deal to a successful close.
• Barcelona La Liga television rights – Sonlex Adjacent SARL (Spain):
  • This high-profile deal is the first known deal securitizing the television rights to a Spanish football club in accordance with the recent La Liga broadcasting agreement.
  • U.S. Bank served as security agent for this deal, a role grounded in our ability to take security in a wide range of assets.
• Britain’s Got Talent Star Notes Issuer 2022-1 Limited and Star Receivables Limited (UK): 
  • This $125 million deal is a securitization of the asset-backed-security (ABS) royalty proceeds for the Got Talent European television production.
  • U.S. Bank served in the roles of security agent, account bank, facility agent, registrar and trustee – as well as providing administrative services to the two separate entities.

Each of these deals required proactive thinking and deep expertise to align the clients’ goals with the strategic and tactical approaches necessary to achieve them. Beyond that, it took a highly skilled team communicating consistently and working in unison to achieve cost and efficiency savings.

Increasing complexity

In today’s economy, transactions are becoming more intricate, and this trend seems set to continue. Each deal is unique – with its own specific structure, challenges and requirements. The more intricate the transaction, the more challenges it creates for clients.

Challenges compound when an agent can’t keep up with the pace of evolving expectations. Poor document management, lack of agility or limited experience with certain instruments can lead to inefficiencies, added expenses or – even worse – missed opportunities.

What to look for in a European trustee

To thrive in the current European marketplace, investors should find a trustee that can show clear proof of a successful track record. They should be able to demonstrate, with examples as evidence, how they improved market position and market ranking. If they can’t, it might be time to explore new partnerships.

Several additional qualities investors should look for in their trustee include:

• Advanced knowledge of new markets
• An ethos of embracing challenges and complexity
• A strong background managing multiplex deals in diverse jurisdictions
• The ability to be commercially aware, respecting a client’s time and costs
• An understanding of the key ramifications of managing and executing a deal
• Detailed cash, currency and investor reporting
• Agility, flexibility and responsiveness
• Proactive communication

What the future holds

The outlook for European markets into this year and beyond remains unclear. Rising interest rates, geopolitical conflict and numerous other factors will shape the investment landscape as the next decade unfolds. The only prediction that seems assured is that change will continue to occur.

At U.S. Bank, we have the experience, reach and technology to navigate the mechanics of complex deals with transparency, consistency and unwavering quality. As new opportunities emerge in the European debt and loan market, we can help you understand some of the new legal and structural hurdles in this evolving market. Learn more about our European trustee solutions or connect with one of our global corporate trust experts.

For more information about our European trustee solutions, please contact our team here.