Financial Institutions & Fintech

De Brauw has advised Eurocommercial Properties N.V. on the Dutch law and regulatory aspects of the listing of its shares on Euronext Milan. Eurocommercial was able to benefit from a Prospectus Regulation exemption due to its listing on Euronext Amsterdam and Euronext Brussels for more than 18 months, on the condition of the publication of a summary document. The project required elaborate work on Dutch law, corporate governance, clearing and settlement and other aspects to comply with stock exchange and clearing and settlement rules and practical requirements. Trading in Milan will start on 16 May 2023.

De Brauw advised Triton Partners on the sale of Unica (alongside three other portfolio companies) to a newly-formed vehicle, Triton IV Continuation Fund, which closed at €1.63 billion following a competitive auction process. Unica is a leading independent provider of technical services in the Netherlands, focused on end-to-end, sustainable solutions for utility buildings and industry. Unica is set to continue its growth journey through operational excellence and new add-on acquisitions via its proven M&A playbook. The business is further supported by market tailwinds in smart building and energy efficiency. De Brauw worked alongside Kirkland & Ellis, Thomessen and Linklaters to advise Triton on this complex multi asset fund to fund transaction, which provided Triton IV investors with a return of 3.7x on the combined invested capital, or the option to roll into the new vehicle to participate in the Portfolio Companies’ future growth.

De Brauw assisted Waterland Private Equity Investments (Waterland) as Dutch legal and regulatory counsel in relation to the closing of Waterland's ninth institutional flagship fund, Waterland Private Equity Fund IX ("WPEF IX") at EUR 3.5 billion, alongside Waterland Partnership Fund I ( "WPF I") at EUR 500 million. The funds closed at their respective hard caps four months after initial launch. WPEF IX will focus on investments in medium-sized companies in fragmented growth markets in Europe to finance organic and acquisitive growth. WPF I is the first fund of its kind under management of Waterland a natural extension of the Waterland platform. WPF I expects to make minority investments in a very select number of Waterland portfolio companies when these are exited.Interesting features comprised a stapled structure of multiple limited partnerships (CV's) under Dutch law and the use of feeder vehicles under Irish law. In addition to acting as Dutch legal and regulatory counsel, De Brauw also took on a coordinating role via its legal project management and data science department, with DocuSign and interactive subscription tools being used to make the fundraising process more efficient and streamlined.

The Digital Operational Resilience Act (DORA) – EU legislation in force since 16 January 2023 – sets out requirements for ICT security systems that support the business processes of financial entities. DORA's aim is to centralise legislation related to ICT compliance, but this does not mean it is a mere collection of existing obligations. The requirements laid down in DORA are likely to have a substantial impact on how financial entities arrange the governance of their ICT risks. The industry has been given two years to prepare and implement the necessary changes before DORA starts applying on 17 January 2025. While this may seem far away, significant action is likely to be needed, and financial entities are advised to start preparations as soon as possible.

In this article, we briefly discuss the impact of recent Credit Suisse events on the EEA banking landscape and signal potential trends for further consolidation to protect banks and bond holders.

Sustainability elements are incorporated into almost all new or renegotiated financing arrangements. This change is driven by various factors, such as companies enhancing their sustainability agenda and a growing demand for sustainability from lenders, other stakeholders and society at large. In our previous article on ESG financing, we discussed the variety of available instruments and key considerations for borrowers. Since then, we have seen a substantial uptick in the number of sustainability-linked financing arrangements and an increased level of sophistication in the documentation and verification process. Sustainability-linked financing products are available to a broader group of companies since there are no restrictions on the use of proceeds. Given the rise in sustainability-linked products and developments in the standardisation of documentation, we focus on sustainability-linked solutions in this article.