In the 12 months since last year's Deals of the Year, the bad news just kept on coming. Venerable names disappeared; others remain but in a different guise. Yet despite the turmoil, the number and quality of entries this year was extremely high. The Banker's judges considered 416 deals from 102 banks worldwide, which made clear the growing strength of regional banks and were proof indeed that good deals can get done in bad markets.

Deals of the Year 2009: The Winners - Africa

MERGERS AND ACQUISITIONS

WINNER: VODAFONE'S ACQUISITION OF A 70% STAKE IN GHANA TELECOM

Sole financial advisor: UBS

HIGHLY COMMENDED: FARM-OUT OF 60% OF OPERATED INTEREST IN BEMOLANGA OIL SANDS TO TOTAL

Two deals stood out when it came to awarding the best merger or acquisition for Africa in 2008. Madagascar Oil's sale of a 60% interest in its Bemolonga Oil Sands development to international oil company Total was both fortunate in its timing, given the recent overthrow of the Malagasy government, and successful in the face of the complexity of the deal. Investment bank Jefferies advised on the deal and did well to structure a successful sale against such a politically volatile backdrop in Madagascar.

The award for best M&A deal, however, went to UBS for its role in the sale of 70% of Ghana Telecom to UK telecom giant Vodafone for $900m. The deal was the largest takeover of an African company by an international acquirer in 2008 and the biggest ever M&A deal in Ghana's history.

African privatisations can often be a political minefield and UBS, which has been hit hard by the fall-out from the credit crisis, did well to negotiate what could potentially have been a very sensitive privatisation.

Ghana's economy has been severely stunted by the global downturn with high inflation in 2007 and a swelling current account deficit on the back of increased public spending. The government was under pressure to sell Ghana Telecom quickly in order to raise funds. It had already been on the market for one year when UBS took on the advisory role to Vodafone, and pressure was building. Throughout the negotiation process, Vodafone had to deal directly with government ministers and UBS's advice undoubtedly helped the deal run smoothly.

Performing the requisite due diligence was another challenge for UBS and Vodafone since there was no sell-side adviser to manage and organise the data gathering and management presentations. UBS did well to negotiate such a large deal in the context of a potentially volatile political and economic environment, with a government that was under pressure to raise funds quickly and with an election looming. By the close of the deal Ghana's total enterprise value was $1.3bn.

EQUITY

WINNER: INITIAL PUBLIC OFFERING OF SAFARICOM

Sole global co-ordinator and bookrunner: Morgan Stanley

HIGHLY COMMENDED: SAPPI'S €450m RIGHTS ISSUE; IPO OF CELTEL

The award for the best African equities deal in 2008 was a tough decision. The €450m rights issue for South African paper manufacturer Sappi, and Celtel Zambia's K665.6bn ($197.6m) initial public offering were both highly successful deals executed in difficult market conditions.

The award for the best deal, however, went to the privatisation of Kenya's top telecom firm Safaricom. Morgan Stanley led the deal and acted as sole global co-ordinator and bookrunner advising the Kenyan government. The decision to go ahead with the initial public offering (IPO) of Safaricom's shares on the Nairobi Stock Exchange (NSE) was a brave one. It came just three months after the unrest following Kenya's disputed December 2007 elections. Against such a volatile backdrop Morgan Stanley managed successfully to close the largest ever IPO for a sub-Saharan African country. It was oversubscribed by almost three times on the domestic tranche and by seven times on the international tranche.

With a post listing market value of more than $4bn, Safaricom became the biggest stock listed on the NSE by a factor of two times and increased the total market capitalisation of the exchange by 25%. The structure of the deal was innovative and allowed foreign investors with no domestic operations to execute through the local market. Morgan Stanley also worked with the Kenyan Capital Markets Authority to introduce a framework that enabled a bookbuilding process for the international tranche.

One of the standout successes of the deal was the ability of Morgan Stanley to attract such strong support from domestic retail investors. The Kenyan shilling tranche of the deal attracted 860,000 local investors which equalled 11% of the country's 2007 gross domestic product and 21% of the estimated savings of the entire Kenyan population. The impact of the deal was not only economic, but also political. Many commentators at the time argued that a deal of this nature and success was a critical part of the healing process following the violence that occurred throughout the country in early 2008.

BONDS: SOVEREIGNS, SUPRAS and AGENCIES

WINNER: AFRICAN DEVELOPMENT BANK'S Ush26.7bn ($15m)THREE-YEAR FIXED-RATE NOTE

Sole lead manager, sole bookrunner and swap counterparty: Standard Chartered

Standard Chartered acted as sole lead manager, sole bookrunner and swap counterparty to the African Development Bank's (AfDB's) Ush26.7bn ($15m) three-year note issued in the Eurobond market. The deal, which was agreed at the annual meeting of the AfDB in Mozambique's capital Maputo in early 2008, is the first ever Ugandan shilling denominated capital markets issue by any supranational institution or by any non-resident or foreign issuer. The note attracted support from institutional investors and asset managers from across the UK, Belgium, France, Austria and Denmark.

Standard Chartered structured the deal as a regulation S euro-note issue denominated in Ugandan shillings but with settlement, coupons and redemption amounts all in dollars. Another innovative aspect of the deal was that on the back of the note issue, Standard Chartered simultaneously executed a three-year cross-currency swap to hedge the currency exposure on behalf of the AfDB. The notes, which have a longer maturity than usually seen on maiden supranational issues in African currencies, were also listed on the Luxembourg Stock Exchange. This will undoubtedly shine a spotlight on the Ugandan capital markets, which could possibly lead to further issuance in the future.

Standard Chartered's deal for the AfDB will set a benchmark for the region and contribute to the deepening of debt capital markets in Africa. A deal of this nature helps to reinforce investor confidence in Africa's nascent capital markets and promotes international best practice across the region. Signed in torrid international debt market conditions, the deal is proof that the capital markets remain alive in parts of the world that were formerly off-limits to Western investors.

LOANS

WINNER: ZAIN TANZANIA'S $270m SHILLING EQUIVALENT LOAN FINANCING

Joint bookrunners and global arrangers: Standard Bank and Citi

Local arranger: Stanbic Bank Tanzania

HIGHLY COMMENDED: Kenya power and lighting company KS7bn ($907m)

Syndicated Term Loan; Eqstra's R6.95BN ($700M) Syndicated Loan

Our winner this year is the biggest ever loan to a Tanzanian company. The loan for Tanzania's second biggest telephone operator narrowly beat two other strong contenders for best loan deal of the year in Africa. Standard Chartered's Ks7bn ($907m) loan to the Kenya Power and Lighting Company, and Rand Merchant Bank's $700m loan to leasing and capital equipment firm Eqstra.

Zain Tanzania's $270m loan was split into three tranches: a $161.9m seven-year portion, a TSh96.9bn ($740,000) five-year portion and a TSh29.1bn revolving credit facility with a five-year maturity - the first of its kind to be part of a Tanzanian loan facility. The pricing varied by tranche and was based on a leverage grid, with the highest price level at 250 basis points over Libor and the lowest at 185 basis points over Libor.

The deal met with strong demand from the market. It was oversubscribed and increased from the planned $210m. The innovative structure of the deal caught the eye of the judges in that it split the financing into dollar and local currency tranches. This provided a natural hedge for dollar foreign exchange risk as well as a hedge against local interest rates. A total of 18 investors participated in the deal, with 3% from Asia, 41% from Europe, 9% from North America, 13% from South Africa and 34% from Tanzania. The institutions that took part were split between development finance institutions, multilaterals and commercial banks.

PROJECT FINANCE

WINNER: N50bn ($400m) LEKKE-EPE PROJECT FINANCING

Lead arrangers: Standard Bank (MLA for international tranche), First Bank of Nigeria (MLA for local tranche), United Bank for Africa (MLA for local tranche). Co-financial advisors: Rand Merchant Bank and Standard Bank.

HIGHLY COMMENDED: TUNISIAN AIRPORT'S PUBLIC-PRIVATE PARTNERSHIP;

Dangote Group's Syndicated Note Issuance

This year's winner is the N50bn ($400m) financing for the much-needed upgrade to one of Nigeria's main arterial roads - the Lekke-Epe expressway in Lagos state. Co-financial advisers on the deal were Standard Bank and Rand Bank. Lead arrangers were Standard Bank, who organised the international tranche of the deal, and First Bank of Nigeria and UBA, who jointly organised the local tranche. Other participating banks on the deal were local players First Inland Bank, Zenith Bank, Diamond Bank, Stanbic IBTC and Fidelity Bank. The African Development Bank (AfDB) also contributed funds. The deal was a landmark, not only because it was the first major investment in Lagos' infrastructure since the 1970s, but also because it marks the first public-private partnership (PPP) toll road project in the continent, outside of South Africa.

The financing set a record tenor of 15 years for local currency deals and is the longest project finance tenor ever achieved in Nigerian naira. Usually deals of this nature, denominated in naira, have maturities of between five and seven years. The deal was complex in that it involved an abundance of local players, as well as the AfDB, an international bank (Standard Bank) and the Lagos state government. It also involved what is thought to be the longest tenor naira/dollar cross-currency swap ever executed. This was a result of the need to convert the AfDB's dollar funding into naira.

The award for Project Finance Deal of the Year for Africa attracted a number of entries, three of which particularly caught the judges' eyes. The €397m financing for Turkish firm TAV Airports Holding, to fund the construction of two Tunisian airports, was led by SG CIB with support from the AfDB and Nigerian banks Zenith Bank, First Inland Bank, Diamond Bank and Fidelity Bank. It was the first PPP deal for a north African airport and could encourage further funding in the region through the PPP framework. Guaranty Trust Bank's naira equivalent $1.3bn syndicated note facility for Nigerian industrial conglomerate Dangote Group, which will be used to build a cement production plant, was also of note. The deal was backed by a syndicate of major Nigerian banks and marked one of the first deals to be funded purely by local banks.

STRUCTURED FINANCE

WINNER: MICROFINANCE INSTITUTIONAL LOANS FOR AFRICA AND ASIA'S $93M SECURITISATION

Sole arranger, sole bookrunner and sole lead manager: Standard Chartered

Standard Chartered acted as the sole arranger, bookrunner and lead manager on a deal that allowed international investors to get valuable exposure to a growing, but still inaccessible, asset class. Microfinance Institutional Loans for Africa and Asia's $93m securitisation was the first ever issuance of notes backed by loans to a micro­finance institution in Africa and Asia.

The deal offered international investors exposure to microfinance loans in inaccessible regions, but mitigated the risk through Standard Chartered taking on all ongoing servicing and origination obligations. The structure of the deal is novel. While the underlying loans will be provided to microfinance institutions in local currency, investors' exposure is limited to their original investment in dollars. The deal structure also incorporates a three-year re-investment period which provides investors with a longer-term exposure to the asset class. Participating investors took an equal interest in the reference portfolio, which ensured that risk was evenly shared between investors and Standard Chartered.

The deal was marketed to development organisations and socially conscious investors, which included the International Finance Corporation as the anchor investor. This complex securitisation is a landmark deal in that it was completed at a time of unprecedented market turbulence. It will unlock more funding for microfinance in emerging markets, which in turn will help millions in less developed economies work their way out of poverty. The deal is part of Standard Chartered's commitment to establish $500m of microfinance lending over the next five years.

Deals of the Year 2009: The Winners - Americas

MERGERS AND ACQUISITIONS

WINNER: $52bn SALE OF ANHEUSER-BUSCH TO INBEV

Financial advisors to Anheuser-Busch: Citi, Goldman Sachs and Moelis & Company. Co-lead advisors to InBev: Lazard, JPMorgan. Financial advisors: BNP Paribas and Deutsche Bank

HIGHLY COMMENDED: MERGER OF BOLSA DE MERCADORIAS & FUTUROS;

Eli Lilly's Acquisition Of Imclone Systems

Of the many great merger and acquisition (M&A) deals sealed last year amid the worst markets in living memory, it is difficult to ignore the winner of The Banker's M&A award for the Americas. InBev's $52bn acquisition of Anheuser-Busch (A-B) formed the world's leading global brewer and is the largest all-cash transaction in history. It also represents the largest ever consumer products acquisition.

Aside from doing the deal in the middle of the global credit crunch, there were several other key challenges and complexities to overcome. For one thing, Grupo Modelo, maker of Corona beer and 50% owned by A-B, tried its best to derail Belgium-based InBev's multi-billion dollar takeover of A-B last year, arguing that under a 1993 agreement, A-B could not transfer ownership of its half stake in Modelo without giving Modelo the chance to buy back the stake. Modelo failed in this attempt, but lack of access to Modelo and AmBev cashflows for debt servicing also created significant structural complexity.

While A-B InBev's share price suffered because of fears over the level of debt the newly merged company was taking on, industry analysts still believe that this deal is an outstanding one. It creates a global titan (with some of the world's most recognised beer brands) and generates €8bn of EBITDA (earnings before interest, tax, depreciation and amortisation) from revenues of €26.6bn annually. And that's before the projected cost synergies have been achieved.

A couple of other deals were battling for top spot. The $10.3bn merger of Bovespa - advised by Credit Suisse - and Bolsa de Mercadorias & Futuros creates the leading multi-asset class exchange group in Brazil, and the third largest exchange globally. Eli Lilly's acquisition of ImClone Systems for $6.6bn enabled Lilly to broaden its oncology product portfolio and help long-term growth. This crucial deal was executed without triggering repatriation tax issues, with a limited bank group, in a difficult market.

EQUITY

WINNER: MANULIFE FINANCIAL CORPORATION'S $2bn EQUITY RAISE

Syndicate: BMO Capital Markets, CIBC World Markets, Desjardins Securities, National Bank Financial, RBC Capital Markets, Scotia Capital and TD Securities

HIGHLY COMMENDED: GERDAU $4.4bn REAIS ($2bn) FOLLOW-ON;

Maple Energy's Dual Equity Offering In Peru And London

The winner of best equity deal in the Americas overcame some incredible challenges. This complex transaction to raise a total of $4bn capital ($2bn bank loan and $2bn equity capital) was executed on the back of the pre-release of a $1.5bn loss in the final quarter of 2008, in the midst of extremely volatile markets and only three weeks after another $3bn bank financing was completed.

The equity offering was divided into two: a private placement and a public offering. The private placement targeted existing large Canadian institutions with a private commitment fee (of 2.06%) to entice investors to hold offered shares for a four-month hold period. In one week, Manulife obtained orders from eight large institutional investors for a total placement of $1.125bn.

Displaying some nifty footwork, on the day that Manulife released its fourth-quarter losses it issued a press release highlighting the tremendous reception to the private placement, using this to provide market tone and receptivity for pricing the public offering, which was also announced on the same day.

The public offering itself - a bought deal transaction for $1bn - was launched into a wildly gyrating market. Manulife Financial Corporation stock jumped more than 18% on November 30 (just two days before launch) due to month-end index rebalancing, and it dropped 15% on December 1, in the biggest drop the Toronto Stock Exchange had seen since the crash of 1987. Using recent bought deals as a guide for the closing price, the final discount for the public offering was 5.18% to last close. The offering was 1.3x oversubscribed, and a 15% greenshoe was fully exercised.

The first of our highly commended deals is Brazil-based Gerdau's and Metalurgica Gerdau's R$4.4bn ($2bn) follow-on, structured with simultaneous 144A/Reg-S and SEC offerings so that the holding company (Metalurgica) could maintain its stake in Gerdau, led by joint bookrunners Itau BBA and JPMorgan. The second, Peru's Maple Energy's simultaneous $25m offering of common shares in Peru and on London's AIM market, advised by Banco de Credito del Peru, was achieved within an aggressive timeframe and with minimum dilution.

BONDS: CORPORATES

WINNER: BRAKSEM'S $500m 10-YEAR BOND

Joint bookrunners: ABN AMRO/Santander, Calyon and Citibank

HIGHLY COMMENDED: ALTRIA'S $6bn SENIOR UNSECURED NOTE;

Cencosud's $150M Equivalent Private Placement

In a period when emerging markets got hammered - and after one false start - the successful launch of a speculative grade bond in a short window of opportunity is a sweet deal. Such is our winner, Petrochemicals giant Braskem. It had originally planned the bond for January 2008, to take out a bridge loan used to acquire the Ipiranga Group in 2007, but it was cancelled when Usiminas had a problem with its new 10-year bond issue, pushing the most important pricing benchmark, the Braskem '17s, from a yield of 7.05% to a yield of 7.36%. The markets stayed closed through to April.

In early May 2008, the window reopened and other issuers leaped in. Braskem's bookrunners waited for the market to digest the flurry of paper before announcing Braskem's issue on May 19, also enabling the issuer to update documentation with first-quarter numbers. The deal was a resounding success. It perfectly timed a volatile market to price very close to the time when the benchmark '17s were trading at their tightest level - and ensured that the new issue premium and 17 months extension only cost the company 30 basis points; it achieved the same coupon (7.25%) as investment grade Brazilian corporates Usiminas and Gerdau. The total orderbook was 3.6x oversubscribed, and it was the only Latin American bond where US investors accounted for less than half the book - while European investors accounted for 37%.

Both of our highly commended deals fully deserve their place on the podium. Altria's $6bn issue of senior unsecured notes, led by joint bookrunners Goldman Sachs, Citi and JPMorgan, was the third largest BBB corporate deal of all time and the third largest corporate deal done in any rating category in all of 2007 and 2008. Chilean retailer Cencosud's $150m offering is a great south-south investment story. The company raised private bonds and placed them mainly with private banks in Peruvian new sol, and then swapped the proceeds into a coupon pegged to Chile's inflation-linked UF unit. The deal, led by Banco de Credito del Peru, funded Cencosud's acquisition of Peruvian retailer Wong.

BONDS: SOVEREIGNS, SUPRAS and AGENCIES

WINNER: UNITED MEXICAN STATES $2bn 5.95% 10-YEAR BOND

Joint bookrunners: Morgan Stanley and Goldman Sachs

HIGHLY COMMENDED: FANNIE MAE'S $7bn SENIOR UNSECURED NOTES;

Corporacion Andina De Fomento's 224.5BN Pesos ($95.4M) Dual Tranche Local Currency Bond

When the United Mexican States (UMS) unexpectedly launched its 10-year dollar bond in December 2008, it opportunistically nipped into the market to pre-fund 2009's financing needs in what is usually a January funding exercise. It was the first Latin American bond issue to successfully price since August 2008, when Parana Banco priced a $35m, 7.75% three-year bond, and was the first emerging market new issue since Turkey priced its $1.5bn deal in early September. As such, it reopened the primary market for emerging markets after the collapse of Lehman Brothers.

The $2bn, 5.95% bond, due in March 2019, priced at 99.784 to yield 5.98%, is meant to serve as UMS's new on-the-run 10-year benchmark. The new issue concession for the 10-year was quoted at 40 basis points (bps) over secondaries, compared to AA and A US investment grade names that recently priced with 75bps to 100bps new issue concessions. Distribution was 56% US, 11% Europe, 32% Latin America and 1% Middle East.

The first of our shortlisted deals is a unique offering, Fannie Mae's $7bn two-year benchmark, the first housing government-sponsored enterprise deal since the US Treasury had placed Fannie Mae and Freddie Mac under conservatorship. The deal, led by Barclays Capital, Citi and JPMorgan, was seen as a vote of confidence in the US bailout of the GSEs and encouraged the Federal Home Loan Bank system into the market with an offering of $3bn in five-year notes later in the day.

Our other highly commended deal is Corporacion Andina de Fomento's 224.5bn pesos ($95.4m) bond in five- and 10-year tranches, led by sole bookrunner BBVA Valores Colombia. The issue reopened the local placement market in Colombia, establish a benchmark in the Colombian market for the desired tenors and future issues, and obtained attractive funding levels in US dollars through a cross-currency swap for the total amount of the placement.

CAPITAL RAISING: FIG

WINNER: METLIFE'S $2.3bn STOCK OFFERING

Sole bookrunner: Credit Suisse. Joint lead managers: UBS and Merrill Lynch

HIGHLY COMMENDED: BANCO FIBRA'S DUAL TRANCHE DOLLAR BONDS;

Banco Nacional De Bolivia's $10M Subordinate Bond Issue

Sometimes, skill, timing and luck get together just when you need them. Such was MetLife's $2.3bn stock offering in October 2008. This opportunistic equity raise aimed to strengthen the company's capital position and offer the flexibility to pursue potential strategic initiatives.

In the week leading up to launch, the Dow Jones Industrial Average lost more than 1400 points; the S&P 500 plummeted by 15%, its third steepest drop on record.

Several financials had issued equity, pricing at huge discounts to filing. The life insurance sector re-rated in the three days prior to pricing, with the primary comparables declining more than 25% on average.

On October 8, US investors assessed Metlife's offering. The environment remained bleak. Following a 9% drop in the Nikkei the previous evening, European equity markets lost 4% to 6% that morning. The night before, Bank of America's $10bn raise priced at a 32% discount. But then came a bit of luck just before pricing: the Federal Reserve indicated that it would provide $38bn additional liquidity to AIG, which went a long way to calming nervous investors. MetLife's full-sized 75 million share offering priced at $26.5 per share, and an over-allotment option, was exercised in full.

Two other deals are highly commended. Banco Fibra was one of the issuers to prove that Brazilian banks can come to market even in the most turbulent conditions. In April, it sold $150m two-year notes to yield 7% on a 6.75% coupon, led by sole bookrunner Standard Bank. Such was the exuberant mood when S&P's upgraded Brazil, that it cheekily tapped the market for another $100m.

Finally, Banco Nacional de Bolivia's subordinated debt programme, begun in August 2008 and led by BNB Valores, marked the first time in the history of the Bolivian stock market in which a local banking institution obtained subordinate debt through the issue of publicly offered bonds.

LOANS

WINNER: VERIZON's $7.55bn ACQUISITION FINANCING AND $17bn BRIDGE LOAN

Acquisition financing. Sole underwriter: Morgan Stanley. Joint lead arrangers: Morgan Stanley and Citi Bridge loan. Joint lead arrangers and joint bookrunners: Bank of America, UBS, Morgan Stanley, Citi and Bank of America

HIGHLY COMMENDED: BANK ITAU'S $400m SYNDICATED LOAN;

Compania De Minas Buenaventura's $450M Syndicated Loan

On June 5, 2008, Verizon Wireless announced plans to acquire Alltel for $28.1bn to form the largest mobile phone company in the US. The deal, pretty big at any time, was enormous in the midst of the annus horribilus that was 2008. It necessitated a series of financings for which this award is being honourably given.

Central to the deal was the upfront purchase of about $5bn of Alltel leveraged buy-out debt, purchased at a discount to par but at a premium to valuations at the time. This was funded with a $7.55bn bridge facility, fully underwritten by Morgan Stanley, and the largest single-firm-funded commitment in 2008.

The next chunk of this huge acquisition finance was a $17bn bridge facility completed in December by a consortium of banks led by Bank of America. In moribund markets, Verizon's deal - the biggest US syndicated loan of the year - was a welcome sign of life.

The transaction provided support to a volatile credit market and proved that the right structure, for the right issuer with the right story, could get done. The fact that it was executed at all paved the way for subsequent issuers, such as Pfizer, to come to market.

Our highly commended deals both come from Latin America. Compania de Minas Buenaventura's $450m term loan - led by Banco de Credito del Peru - was unprecedented in the Peruvian market. Banco Itau BBA's $450m syndicated loan, from joint lead arrangers and bookrunners BNP Paribas and UniCredit, was the largest syndicated deal ever closed for a Brazilian financial institution and introduced Asian lenders for the first time to Brazilian borrowers through its innovative structure.

RESTRUCTURING

WINNER: CIFG'S MONOLINE RESTRUCTURING

Financial advisor: Lazard

HIGHLY COMMENDED: GMAC/RESCAP'S $60bn REFINANCING;

Colbun's $600M Restructuring

Monoline insurers were among the worst-hit institutions as the credit crunch unfolded in 2007, as possible payments on portfolios of insured 'AAA' tranches of securitised subprime mortgages threatened to exceed claims-paying resources. The large number of counterparties, unpredictable default and recovery behaviour of highly structured credit - and the contrast with the monolines' stable municipal insurance business - altogether created a uniquely complicated puzzle.

Over the seven months from March 2008, one of the most vulnerable insurers, CIFG, was downgraded from AAA to as low as CCC, just a few notches above default. Lazard devised a comprehensive package to begin the process of repairing CIFG's balance sheet.

In October 2008, CIFG reached an agreement to reinsure its $13bn in US public finance liabilities through Assured Guaranty, a monoline that retained 'AAA' ratings. And simultaneously, from September 2008 to January 2009, CIFG ran a non-binding tender for a so-called 'commutation trade' on its portfolio of troubled asset-backed security and commercial real estate collateralised debt obligations (CDOs), amounting to 75% of derivatives counterparties.

Under this process, 98% of investors holding impaired CDO paper insured by CIFG accepted cash and shares in CIFG up front, in return for waiving the insurance policies. The company's ratings were upgraded to 'BB', not far below investment grade, while its insurance portfolio is in run-off. The alternative might have been insolvency for CIFG and much lower recovery rates for investors. While other monoline insurers have different degrees of CDO exposure, this deal could set an important precedent for CIFG's peers.

The sheer scale of the refinancing for US retail finance company GMAC and its home loans subsidiary ResCap, at $60bn, also caught the judges' eye. Citi was the restructuring advisor for a bond exchange tender in June 2008 on which JPMorgan, Bank of America and Royal Bank of Scotland were also lead arrangers. Banchile was the advisor to Chilean utility Colbun in a $600m restructuring after its hydroelectric output was hit by poor rainfall. New debt placed in both local and international markets by the advisor and other lead arrangers BCI Chile, ABN AMRO, BBVA, Itau and Santander may have saved the company as much as 65 to 150 basis points in debt service costs.

PROJECT FINANCE

WINNER: $589m CAPITAL BELTWAY FUNDING CORPORATION OF VIRGINIA

Sole manager for private activity bonds and swap counterparty: Goldman Sachs

HIGHLY COMMENDED: $2.25bn FACILITY FOR PERU LNG;

C$1.1BN ($912M) Nouvelle Autoroute A-30 Financing

The US needs a huge infrastructure overhaul at a time when there are ever more demands on the public purse. Just in time, the Capital Beltway Funding Corporation of Virginia (CBFCV), led by sole manager Goldman Sachs, provides a possible blueprint for US public-private partnerships.

The successful completion of this transaction depended on four different parties (CBFCV, private consortium Capital Beltway Express, the Virginia Department of Transportation and the US Department of Transportation) coming to the table, working together and contributing to the project. Without any one of them it would have failed.

The deal comprised $589m of senior-lien 'private activity bonds' and a $589m loan from the US Department of Transportation; to lock in certainty of funding for the consortium, as well as attractive interest rates, Goldman signed a forward bond purchase agreement for the bonds and entered into forward starting fixed-payer swaps. This structure enabled the private consortium to leverage its investment through access to lower-cost capital via tax-exempt debt and a deeply subordinated loan.

The Capital Beltway is seen as a significant step forward for the US infrastructure market and is the first private activity bond financing to come to market from a newly authorised $15bn federal programme.

There was some serious competition for the award. Notably, the $2bn financing for the Peru LNG, with joint lead arrangers BBVA and SG CIB, which was the single largest foreign direct investment in Peru and the first LNG export facility in South America and on the west coast of the Americas. In Canada, Iridium's C$1.1bn ($912m) project financing for Novelle Autoroute A-30, led by mandated lead arranger and co-syndication agent BBVA, achieved one of the longest debt financings for infrastructure in recent history, particularly notable given the volatile market conditions.

STRUCTURED FINANCE

WINNER: STATE OF SONORA'S 30-YEAR SECURITISATION OF RECEIVABLES

Structuring Agents: Casa de Bolsa Banorte and Public Finance Associates. Lender: Banorte

HIGHLY COMMENDED: SU CASITA'S $181m RESIDENTIAL MORTGAGE-BACKED SECURITIES

The state of Sonora's structured loan, backed by the future flows of receivables, was the first of its kind in the Mexican market backed by a state's local taxes and rights. Previous securitisations were backed by the participacciones federales, the financial resources that each state in Mexico receives from the federal government.

Introducing a new underlying to Mexican states is about more than achieving a 'first'. Before the deal, the state of Sonora was highly leveraged, which limited its access to further financing from the federal funds. Therefore this deal (structured by Public Finance Associates and Casa de Bolsa Banorte, with Banorte as lender) both reduces leverage and broadens the state's funding base, enabling it to continue with an ambitious infrastructure programme, Plan Sonora Proyecta.

The deal achieved lower financing costs for the State and increased the probability of a credit ratings upgrade. Moreover, it provides a blueprint for other Mexican states to follow.

Our highly commended deal, Su Casita's $181m residential mortgage-backed securities (RMBS), helped to prove that there is still investor appetite for high-quality securitised assets. It achieved the tightest pricing for a non-bank RMBS transaction in 2008 and set the benchmark for subsequent issues. HSBC was sole structuring agent and joint lead manager and bookrunner.

Deals of the Year 2009: The Winners - Asia Pacific

MERGERS AND ACQUISITIONS

WINNER: MERGER OF WESTPAC BANKING CORPORATION AND ST GEORGE BANK

Sole financial advisor for St George Bank: UBS. Sole financial advisor for Westpac: Caliburn

HIGHLY COMMENDED: SAPICO'S SALE OF STAKE IN SAUDIPAC;

Fushan Energy's Acquisition Of Coking Plants From Fortune Dragon

There were several serious contenders for best merger or acquisition (M&A) deal in Asia-Pacific this year. One of them was Sapico's successful sale of its 68% of SaudiPak Commercial Bank to an international consortium, advised by BMA Capital Management, against a very volatile political background: on the day that the share purchase agreement was signed, the head of one of the country's major political parties was assassinated. Another was Fushan Energy's complicated acquisition of three premier coking mines in the Shanxi province of China, bringing on board steel maker Shougang Group as a strategic investor to clinch the deal. Fushan was advised by joint financial advisors Bank of China and Morgan Stanley.

But this year's deserved winner is the merger of Westpac Banking Corporation with St George Bank - the largest bank merger and the third largest M&A transaction in Australian corporate history. The merger, executed during a period of unprecedented financial turmoil, creates the largest financial institution in Australia and New Zealand by value, with leading positions in loans, mortgages, branches and total assets.

The deal was negotiated in a remarkably quick timeframe considering the size and complexity of the merger. A merger process agreement was used to bridge the gap between the parties' ability to agree key commercial terms quickly and their need for limited commercial due diligence. This agreement allowed 'locked-in' pricing to be announced and provided a clear framework for the parties to agree formal terms in a merger implementation agreement signed two weeks later.

The merged group provides high value to shareholders and customers on both sides of the transaction. This was reflected by the overwhelming support that the deal achieved at the merger approval meeting in November 2008: institutional support saw almost 95% of proxies in favour of Westpac paying A$18.5bn ($13.39bn) for St George in the 1.3 Westpac for each St George share deal.

EQUITY

WINNER: $4.5bn (POST-GREENSHOE) Mitsubishi UFJ Financial Group GLOBAL OFFERING

Joint global co-ordinators: Morgan Stanley and Nomura Securities. Co-global co-ordinators: Mitsubishi UFJ Securities and JPMorgan

HIGHLY COMMENDED: GPT GROUP'S A$1.6bn ($1.2bn) EQUITY RAISING;

Country Garden's $600M Convertible Bond And Synthetic Share Issue

Financial stocks were a tough sale last year. Markets were volatile and financial institution valuations reached multi-year lows. Against this unpromising backdrop, the deal teams for Mitsubishi UFJ Financial Group (MUFG) managed to get away the largest fully marketed secondary offering in Asia and Europe in 2008, the largest Japanese equity issue since 2006, and place 50% of the global offering outside of Japan.

The terms and execution are impressive. A $4.5bn post-greenshoe was achieved in perhaps the worst market for financials since the depression of the 1930s and was priced at the most favourable terms for the issuer (3.02% from a 3% to 5% range). With many investors seeing this as a leveraged play on Japan's future, the 50% domestic tranche was 1.5 times oversubscribed, the international tranche two times oversubscribed, and the US tranche an impressive three times oversubscribed. More­over, MUFG has outperformed both the Japanese market and its financial sector peers: of the largest 20 deals last year, it is the only one still trading in positive territory.

There were some other seriously good deals done last year. With a previous debt deal having been killed by the credit crisis and with property share prices plummeting, property development company Country Garden desperately needed to refinance its HK$1.5bn ($193m) term loan. In July 2008, the company's finances found salvation in a clever convertible bond issue combined with a synthetic share repurchase. This innovative deal brought the convertible bond and simultaneous share buyback to Asia (outside of Japan) for the first time; it gave the bond investors a hedgeable deal and made hedging cheap, while giving the issuer access to the equity linked market.

Our other highly commended deal is GPT Group's A$1.6bn ($1.2bn) equity raising, led by joint lead manager Deutsche Bank in October 2008 in extremely volatile market conditions, and against the backdrop of significant underperformance by GPT itself. The proceeds of the deal, which was the largest equity raising in the Australian property sector and the largest rights issue in the Australian market in 2008, were used to repay debt, significantly de-leveraging GPT's balance sheet and ensuring that it can fully finance its business plan and debt maturities through to January 2010.

BONDS: CORPORATES

WINNER: NOBLE GROUP'S $500m HIGH-YIELD BOND

Joint bookrunners: JPMorgan and Citi

HIGHLY COMMENDED: PTT's BT18bn ($510m) BOND;

Sinopec's $4.2bn Bond With Warrants

It is May 2008 and in the space of a single day another Asian high-yield borrower is forced to abandon a planned transaction due to a disappointing response, while global credit markets are continuing to weaken - the Asian high-yield iTraxx index has widened from 434 to 460 basis points (bps) prior to pricing. Yet the day after this seemingly calamatous series of events, Noble Group, a Singapore-listed commodity trading company, re-opened the market for Asian high-yield bonds with a $500m five-year deal that drew an astounding $3.9bn of orders.

After positive feedback from major investors, the bond priced at 8.5%. This was no mean achievement - even for a company in a (then) relatively attractive sector such as commodities. Existing bonds had widened from 450bps over Treasuries before initial guidance was released and to 475bps over Treasuries before pricing. At the time of pricing, Noble's 2015's were trading at a yield of about 8.56%, while its five-year credit default swap was trading at 335bps, implying a new issue premium of about 50bps. Asia's only other comparable offering, Nine Dragon's $300m issue in April 2008, had printed 5bps wider than its guidance amid wider spreads in the run up to pricing.

Oversubscribed by almost eight times, driven by real money investors from all three regions, Noble's Reg S/144A global bond showed that appetite for Asian high-yield debt had returned.

Our two highly commended deals are further proof that good deals can get done in bad markets. At the jumbo end of the scale, China Petroleum & Chemical Corporation's $4.2bn bond with warrants - led by joint sponsor, bookrunner and underwriter Goldman Sachs - was the second largest oil and gas equity-linked transaction globally, and the largest pan-Asia equity-linked transaction completed to date.

On a more modest scale, PTT's Bt10bn ($289m) public offering was smoothly executed in the eye of the financial storm and amid political instability in Thailand by joint lead underwriters Bangkok Bank, Kasikorn Bank, Krung Thai Bank and The Siam Commercial Bank. It attracted such overwhelming demand from investors that a further Bt8bn was placed less than week later.

BONDS: SOVEREIGNS, SUPRAS and AGENCIES

WINNER: PHILIPPINES DEBT EXCHANGE WARRANTS

Sole lead manager: Credit Suisse

HIGHLY COMMENDED: GOVERNMENT OF PAKISTAN'S $530m INAUGURAL LOCAL CURRENCY SUKUK;

Indonesia's $2.2BN Global Bond

In a very tidy deal that allowed domestic banks to switch foreign currency bonds into peso-denominated debt and circumvent new risk-weighting rules, the winner of this year's Bonds: Sovereigns, Supras and Agencies award for Asia is the Philippines' debt exchange warrants.

The Philippines was faced with several challenges. With the full implementation of Basel II, the risk weighting that applied to the Philippines' international debt would have increased to 100%, thus domestic banks would have had to reserve 10% more capital against their holdings. As a result, Basel II would lead to higher capital costs for domestic banks (which constitute about half the market for the Philippines) and lower demand for government paper. It would also result in additional investment in more capital-friendly structured products that introduce new types of risk, wider credit spreads and either less lending or more expensive domestic bank lending.

Credit Suisse's solution satisfied on every level: it reduced Philippine banks' capital charges and, in turn, enabled them to increase loan growth; it saved money for both the Philippines and investors by attracting a 0% risk weighting and earning a premium on the warrants during issuance; it protected the Philippines' international yield curve; and it improved liquidity, by enabling investors, upon exercise, to exchange into a large domestic benchmark issue.

Our two other contenders deserve their own plaudits. The government of Pakistan's first domestic sukuk issue is the first floating rate security offered by the country's government and the first Islamic government of Pakistan security that is reserve eligible, thereby directly catering to the reserve management requirements of Islamic banks. Standard Chartered was the structuring bank, and Standard Chartered and Dubai Islamic Bank were joint lead arrangers. The government of Indonesia's $2.2bn multi-tranche issue was successfully got away amid June 2008's unfavourable market conditions and built up the biggest order book ($6bn) ever for Indonesia global bonds. Mandiri Sekuritas was co-manager on the deal.

CAPITAL RAISING: FIG

WINNER: WING HANG BANK'S $225m PERPNC5 UT2 SUBORDINATED DEBT

Joint bookrunners: Merrill Lynch, Deutsche Bank, HSBC and Royal Bank of Scotland

HIGHLY COMMENDED: KOOKMIN'S TWO-YEAR SAMURAI PUBLIC BOND;

Maybank's Rm3.5BN ($974M) Non-Innovative Tier 1 Capital Issue

The winner of this year's Capital Raising FIG Award is Hong Kong-based Wing Hang Bank's $225m upper Tier 2, perpetual non-call five-year subordinated debt. In a difficult year, the transaction's highlights are impressive. It was the only subordinated transaction out of Hong Kong, the first perpetual Reg S transaction on a global basis since July 2008, and the first capital subordinated transaction for a Hong Kong institution since June 2007.

Executing the deal at the height of market turmoil, the lead managers were able to penetrate a difficult market to raise obligatory capital, get the deal priced at the tight end of guidance (finally pricing at 9.375%, when pricing had, anyway, been revised tighter from between 9.5% and 10%) and generate fantastic demand, with an orderbook that was a healthy five times oversubscribed. Moreover, by targeting private banks - which took 61% of the paper - the transaction opened up a new strategic investor base for Wing Hang to raise subordinated debt when institutional liquidity was limited. This ensured that the bank was in a position to call its outstanding lower Tier 2 paper and maintain strong investor relations.

Two other deals made it onto The Banker's shortlist. The first, Kookmin Bank's dual tranche, two-year Samurai public bond makes Kookmin the first ever Korean commercial bank to have successfully entered the Japanese bond market to close a public Samurai bond benchmark-sized transaction, which lays the foundation for other Korean banks to follow suit. Mandated lead arrangers were BNP Paribas, JPMorgan and Mizuho Securities.

The final shortlisted deal was a Tier 1 capital issue from Malayan Banking (Maybank), led by Maybank Investment Bank. This was Malaysia's first non-innovative Tier 1 capital securities based on a stapled securities structure, and Maybank's first Tier 1 capital raising from the private debt securities market.

LOANS

WINNER: TRANSPAC AND EASTERN HOME SHOPPING & LEISURE COMPANY BUY-OUT FINANCING

Mandated lead arrangers and bookrunners: Chinatrust, Sinopac and Taishin Financial

HIGHLY COMMENDED: RESORTS WORLD AT SENTOSA'S S$4bn ($2.67bn) SENIOR SECURED CREDIT FACILITIES;

Reliance Industries' Multi-Currency Syndicated Loan

This year's winner of Loan of the Year for Asia is a rescue package put together for a company in deep financial distress. Taiwanese home shopping giant Eastern Home Shopping & Leisure (EHS) needed cash urgently to avoid potential default. Its major shareholder, Gary Wang, had been indicted for embezzlement and detained by prosecutors. A complicated web of debt and messy financial control made the company virtually untouchable; it had been unable to raise buyout funds in the financial markets. But the company has almost 87% market share and is extremely cash-generative, so major shareholders believed they could sell their combined shareholding to resolve the company's immediate cash crisis.

A potential buyer was found, Transpac Nominee Pte, and an innovative leveraged buy-out financing solution, comprising a $66m bilateral bridge loan and a T$5bn ($150m) syndicated loan facility, was put in train. In the first instance, Transpac agreed to provide financial support - backed by the vendors' shares which were held in escrow - to save EHS from bankruptcy. To ensure that cash would not be hived off by the vendors' creditors, Transpac's banks put in place a structure that channelled settlement payments directly to EHS via the purchaser's assumption of vendor debt. To protect the sponsor from whatever liabilities were hidden in the opacity of the company's accounts, a ratchet payment mechanism was established to pay certain portions of the consideration in the subsequent years after closing. To meet EHS's cashflow and business operating needs, a bespoke revolver facility, based on EHS's monthly credit card receivables, was embedded in the financing package; the receivables were also used to reduce overall financing costs.

Our highly commended deals are fully deserving of their recognition. At S$4bn ($2.67bn), Resorts World at Sentosa was the second largest Singapore dollar debt transaction ever and had to follow a similar - higher priced - financing; nonetheless, joint underwriters and bookrunners - DBS Bank, OCBC, HSBC, the Royal Bank of Scotland and Sumitomo Mitsui - achieved a great price and overwhelming demand. India-based Reliance Holdings secured a $1.2bn multi-currency syndicated loan despite the deteriorating market conditions from July to August. So successful was the syndication that the deal was upsized by $200m. DBS Bank was one of two banks to co-ordinate the 32 strong list of lenders.

RESTRUCTURING

WINNER: MANILA WATER COMPANY, 6.4bn PESO ($134m) LIABILITY MANAGEMENT

Lead arrangers: ING and BPI Capital Corporation

Between February and September 2008, Manila Water Company (MWC) mandated BPI Capital Corporation and ING Bank to carry out an extensive liability management programme. The aim was to restructure its debt portfolio in order to free up funds for an ambitious expansion plan that went beyond the MWC's existing project finance concession agreement. The ALM programme required significant changes to loan covenants, waivers of pre-payments and pro-rata sharing provisions, and the release of mortgages and assignments executed by the company over the concession assets, concession agreement project documents and receivables. MWC, through its arrangers, requested its lenders to amend the assignments by way of security and in addition put in place a negative pledge.

To sell the asset and liability restructuring to existing lenders, the arrangers invited them to participate in the expansion plan. Lenders needed to grant the company a great degree of latitude, including giving it the ability to expand the business beyond the concession agreement, the flexibility to merge, acquire or consolidate with other companies, form subsidiaries, and the ability to sell or acquire assets related to the expansion strategy.

The deal, which was a breakthrough for the company in allowing it to move beyond its existing water distributorship business model, involved major changes and waivers to the loan covenants and security arrangements affecting 16 domestic and multilateral lenders. Moreover, it was completed and executed without the imposition of a breakfunding or waiver fee. It paved the way for the successful issuance of fixed-rate retail bonds amounting to 4bn pesos ($84m) that only had a negative pledge as security, and, by taking out the security on the loans, MWC joined the ranks of prime borrowers in the country and would be able to borrow funds on a clean basis going forward.

PROJECT FINANCE

WINNER: THEUN-HINBOUN HYDROPOWER EXPANSION PROJECT

Mandated lead arrangers: Kasikorn Bank, ANZ, BNP Paribas, KBC Finance Ireland, Export-Import Bank of Thailand and Bangkok Bank

HIGHLY COMMENDED: SALE OF SENOKO POWER AND UPGRADE FROM OIL-FIRED TO GAS-FIRED UNITS;

ITE College West Public-Private Partnership Project

Theun-Hinboun Power Company (THPC) is a power project in the Bolikhamxai province of Laos. The project financing is to fund the expansion of the initial project, which involved a 210-megawatt (MW) run-off-river hydropower project completed in 1998. A new hydropower plant close to the existing facilities is expected to deliver an additional 220MW; in addition, 60MW from a new plant located at an upstream dam will give THPC a consolidated installed capacity of 500MW.

Project risk has been mitigated by various contractual arrangements, including two key off-take agreements with the Electricity Generating Authority of Thailand and the Electricite du Laos.

The deal, which was executed at the height of financial market turmoil in October 2008, was constructed to rely on cashflow contributions from existing operations and the strong credit standing of existing assets. No new equity injection was required from existing shareholders, and overall leverage was approximately five times. A comprehensive hedging programme was put in place to minimise any foreign exchange and interest rate risks during the construction and operation periods.

The deal was originally structured at 50:50 dollar and Thai baht debt, but due to deteriorating market conditions at the time of closing, the debt composition was changed to $187m and Bt13.9bn ($394m). However, judges were impressed with negotiated terms and conditions that will enable a potential rebalancing of project debt if the environment permits. The facilities will allow THPC to replace the imbalance portion of the baht facility (up to $115m equivalent) within six months after the first drawdown without any penalty.

Two other projects were shortlisted. The new ITE College West public-private partnership (PPP) in Singapore was the first PPP education project in Asia and the longest tenor project financing in Singapore to date. HSBC was financial advisor and joint mandated lead arranger. Our other highly commended deal is the sale of Senoko Power to an international consortium - led by sole financial advisor and debt arranger, Macquarie - which required the integration of Senoko's plans to replace old oil-fired generation units with more efficient gas-fired units into the acquisition structure.

STRUCTURED FINANCE

WINNER: SHINHAN BANK'S INAUGURAL CROSS-BORDER RESIDENTIAL MORTGAGE-BACKED SECURITIES

Joint arrangers: HSBC and BNP Paribas

HIGHLY COMMENDED: CHINA CITIC BANK'S XIN YIN 2008-1 COLLATERALISED LOAN OBLIGATION;

Smart Series 2008-1e Trust Automobile and Equipment Receivables Securitisation

Last year was challenging at any time for those in the structured finance sector. But the joint arrangers of Shinhan Bank's cross-border residential mortgage-backed securities (RMBS) launched this triple currency $770m equivalent transaction amid the volatile market conditions of June. More­over, this inaugural issue from Shinhan was the largest securitisation from South Korea at the time of issuance and the first ever South Korean RMBS issued with a Hong Kong dollar tranche.

The first cross-border securitisation of fixed-rate mortgage products from the country, the transaction also marked the first time a rated Korean won mezzanine tranche (for Won103.4bn [$77.7m] and rated BBB- by Korea Investor Services) had been structured for a cross-border RMBS out of South Korea, a feature which has since been adopted in at least one subsequent RMBS issuance in the country.

By adopting a two-stage execution strategy, the joint arrangers helped Shinhan Bank lock in favourable Korean won/US dollar and Korean won/Hong Kong dollar swap rates prior to closing.

The transaction helped Shinhan to achieve its objectives to further diversify its funding channels and investor base, and to set up the infrastructure for future securitisations.

In the first of our two highly commended deals, China Citic Bank's Xin Yin collatoralised loan obligation was the first to return to China's local currency securitisation market since the world's financial turmoil began, and the first to be originated by China Citic Bank. The arrangers were China Citic and Standard Chartered. In June last year, Macquarie Bank became the first bank to arrange the sale of European Central Bank-eligible bonds secured by Australian-originated automobile and equipment receivables in its Smart Series 2008-1E.

ISLAMIC FINANCE

WINNER: KHAZANAH NASIONAL'S CONCURRENT SUKUK EXCHANGABLE TRUST CERTIFICATES AND EQUITY PLACEMENT INTO PARKSON RETAIL GROUP

Sole global co-ordinator: Deutsche Bank. Joint bookrunners and joint lead managers: CIMB Group, UBS and Deutsche Bank

HIGHLY COMMENDED: WCT'S SUKUK WITH DETACHABLE WARRANTS;

Brunei Gas Carriers' Islamic Financing Facility

In March last year, the joint bookrunners and joint lead managers for Malaysia-based Khazanah Nasional launched the world's first exchangable sukuk and equity offering. Khazanah, via Paka Capital, issued $550m exchangable trust certificates into Parkson Retail Group, which owns and manages a network of department stores in China. At the same time, Khazanah monetised its residual holding in Parkson Retail via a $97m equity offering.

As the first sukuk on a Chinese under­lying stock, it is the first sukuk to offer Islamic investors exposure to China's growth story. It was also the first delta placement for hedge funds - the first ever in Asia - therefore removing stock price risk.

This innovative deal - launched overnight by accelerated bookbuild - attracted record demand in excess of $6bn for the exchangeable bond (11 times oversubscribed), with more than 200 investors participating. The equity placement was also oversubscribed, with an orderbook of more than $200m. It priced at the tightest end of the range - a record Libor swap minus 220 basis points at a premium of 37%, the lowest yield dollar sukuk priced to date.

Our two highly commended deals deserve special mention. Also in March last year, Maybank Investment Bank launched a redeemable sukuk with warrants for WCT, the first Islamic bond with detachable warrants in the world. The other impressive deal was the innovative syndicated Islamic finance solution, involving the use of multiple special purpose for Brunei Gas Carriers, the largest ever Islamic shipping finance in Asia. This was led by Standard Chartered, Fortis, Société Générale and Brunei Investment & Commercial Bank.

Deals of the Year 2009: The Winners - Europe

MERGERS AND ACQUISITIONS

WINNER: ACQUISITION OF BRITISH ENERGY BY ELECTRICITE DE FRANCE

Advisors to EDF: Merrill Lynch and BNP Paribas. Advisors to British Energy: Rothschild, Gleacher Shacklock, JPMorgan Cazenove and Citi

HIGHLY COMMENDED: DEFENCE AND SALE OF SCOTTISH AND NEWCASTLE BREWERY;

STX Group Acquisition Of Aker Yards

Utilities are among the least cyclical companies, and this made them attractive clients in 2008. In May last year, Electricite de France became the most attractive client of all, undertaking the largest cross-border deal in Europe when it bid £12.5bn (€14.2bn) for British Energy. The takeover makes EDF the UK's largest power producer, and size was only part of the challenge in a highly complex process.

The UK government owned 35% of British Energy, and the company is also tightly regulated both because of its key role in the security of energy supplies, and its operation of eight nuclear power stations. Five of those power stations are also due for renewal over the next decade, creating a further source of uncertainty over the valuation for British Energy.

Indeed, an initial cash-only offer by EDF was rebuffed in July 2008 by private shareholders, led by the fund manager Invesco, who felt the company was undervalued by the bidder. These shareholders had rather different objectives from the UK government, which was primarily concerned with recouping a £4.4bn bailout of the company undertaken in 2005 and bringing private investment into nuclear renewal.

In response to this rejection, the banks on the deal devised 'nuclear power notes'. This innovative technique, which our judges also highly commended on a standalone basis in our Structured Finance award category, reconciled shareholder disagreements by allowing private funds such as Invesco to continue participating in the profits of British Energy, if these exceed the returns implied by EDF's share offer.

Highly commended in the merger and acquisition category was the defence of UK brewer Scottish & Newcastle (S&N) by UBS and Rothschild, which eventually realised an offer price from Carlsberg and Heineken some 51% above the pre-offer share price. Tactics used included the threat of litigation against Carlsberg over BBH, its Russian joint venture with S&N. The other highly commended deal was the two-stage take­over of Norwegian ship-builder Aker Yards by STX of South Korea, with ABN AMRO/Royal Bank of Scotland advising STX while JPMorgan and Arctic Securities advised Aker shareholders.

EQUITY

WINNER: NEW WORLD RESOURCES INITIAL PUBLIC OFFERING

Joint global co-ordinators: Morgan Stanley, Goldman Sachs and JPMorgan Cazenove. Junior syndicate: Citigroup, Barclays Capital, Erste Bank, Patria Finance, Unicredit, Wood & Co and Ceska Sporitelna

HIGHLY COMMENDED: INBEV RIGHTS ISSUE;

Turk Telekom Initial Public Offering

The flotation of Czech-headquartered mining company New World Resources (NWR) for $5.5bn in May 2008 was not only the largest initial public offering (IPO) ever completed in central Europe and the largest European float for 2008. It also allowed existing shareholders to monetise their investment at the absolute peak of the commodities boom.

The complexity of the deal also caught the eye of the judges, with a triple listing in Warsaw, Prague and London, each in the local currency to help attract domestic and international, retail and institutional investors alike. As a result of this approach, the bookrunners managed orders from more than 550 accounts, with the offer seven times oversubscribed. In response to this, the banks closed the books five days early to help ensure that they could identify the genuine demand from anchor accounts without order 'padding' later in the process.

In the wake of this careful management, the shares rallied 7.6% in the first day of trading even after the high IPO primary demand. Inevitably, the stock has suffered heavily as global commodity prices slumped in the second half of 2008. But the capital raised has put NWR in a strong position to take advantage of low valuations in the sector and become a consolidator. In October 2008, it opportunistically acquired a 25% stake in Ukrainian mining company Ferrexpo, which was struggling to refinance debts as investor perceptions of financial stability in Ukraine deteriorated.

InBev's giant €6.36bn rights issue to help finance its takeover of Anheuser-Busch was also highly commended, as the largest corporate rights issue in Europe in 2008 that took place in the most difficult market conditions. Joint lead bookrunners Deutsche Bank, JPMorgan and BNP Paribas had to carefully manage a process that was postponed from October into November in the wake of the Lehman Brothers collapse, eventually securing 99.6% support from shareholders. Also commended was the $1.9bn IPO of Turk Telekom, with bookrunners Garanti Securities and Deutsche Bank alongside lead managers ING and Merrill Lynch. The banks completed the largest ever flotation in Turkey in May 2008, after repeated delays in previous years due to political and market uncertainty in the country.

BONDS: CORPORATE

WINNER: GDF SUEZ TWO-TRANCHE €1.4BN BONDS

Bookrunners: Société Générale, Barclays Capital, Natixis and BNP Paribas

HIGHLY COMMENDED: DIAGEO $1.5BN BONDS;

FirstGroup £300m (€340m) Notes

To reopen the Eurobond market after the collapse of Lehman Brothers and the longest bout of inactivity since the currency's inception in 1999 was tough enough. To do so with a debut issuer after its mega-merger the year before was even more remarkable. Of course, France's state-engineered energy national champion GDF Suez looks a very strong borrower. But even so, bookrunners had a task on their hands to sell a €1bn five-year and €900m 10-year tranche on October 17, 2008, the day after a record high on the VIX index, which measures volatility on the US S&P500 share index.

A systematic and forceful execution process starting with a non-deal roadshow just days after Lehman entered administration eventually drew in 170 investors on a very tight schedule. Orders of €3.4bn allowed the banks to increase the size of the deal from an initial plan of €1.5bn. While other European companies followed up the issue by tapping the dollar-denominated market, conditions deteriorated steadily after October 17 and subsequent issues were at much wider spreads.

As a result, this also proved to be the last euro-denominated issue of the year, seizing the narrowest window of opportunity. Investors were suitably impressed, and yields on the GDF bonds tightened up to 20 basis points in the days immediately after the deal.

One day before GDF's issue, drinks company Diageo had reopened the 'Yankee' market (dollar issuance for non-US companies) with a $1.5bn five-year bond, which was quickly tapped again at a tighter spread on November 7. This transaction was all the more remarkable given growing unease about consumer-focused companies as the economic prospects for retailers deteriorated, and was highly commended by our judges. The bookrunners were Bank of America, Credit Suisse, Goldman Sachs and HSBC. Also commended was the issue of £300m (€340m) notes maturing in 2018 by UK transport firm FirstGroup, led by Rothchilds, Barclays Capital and Royal Bank of Scotland. This was the only corporate bond issue rated just one notch above speculative grade (BBB-) in a year when investors were highly attentive to downgrade risk.

BONDS: SOVEREIGNS, SUPRAS and AGENCIES

WINNER: EUROPEAN COMMUNITY INAUGURAL EURO BENCHMARK

Joint lead managers: Goldman Sachs, Barclays Capital, BNP Paribas and Deutsche Bank

HIGHLY COMMENDED: IRELAND €7BN 10-YEAR BOND;

Italy €4bn 10-year inflation-linked bond

The European Community, which remains the financial entity of the EU for legal purposes, has been funded by tax revenues from the member states. That is until December 2008, when it launched an inaugural three-year Eurobond for €2bn. Not only does this represent a significant departure in the financing of the organisation itself, but it also signifies an unprecedented degree of co-ordination among EU members on financial matters that have often divided them.

The bond was issued to finance the first tranche of the European Community's €6.5bn loan commitment to the Hungarian government to manage its funding crisis triggered by the credit crunch. This was the first time in its history that the EU's facility for assisting member states to tackle balance of payments difficulties had ever been used, after frequent speculation in the past that members might never reach sufficient consensus.

The EU's new-found unity certainly provided a compelling story to long-term investors looking for a AAA rated deal. In total, 183 accounts put in orders for €4.6bn, allowing the lead managers to tighten guidance from mid-swaps plus 20 basis points down to mid-swaps plus 15 basis points. Even after that adjustment, the bond traded well in the secondary market, tightening a further three basis points on the first day.

Two significant sovereign issues made our highly commended list. Ireland's blockbuster €7bn debut Eurobond in April was the largest bond of the year worldwide, and the largest sovereign bond since 2004. Barclays, Calyon, Deutsche Bank, Royal Bank of Scotland and local investment bank Davy were the lead managers. It was also the largest ever eurozone sovereign bond, and it attracted an orderbook of more than €13bn, a remarkable achievement for one of the region's more peripheral issuers.

Italy launched its own 10-year bond just weeks later, but with an added twist. The paper was inflation-linked, precisely at the moment when indexed paper was most in demand as inflation and commodity prices peaked. Lead managers UniCredit, UBS, BNP Paribas, Morgan Stanley and Barclays were even able to increase the size of the issue to €4bn, from the €3bn originally targeted.

CAPITAL RAISING: FIG

WINNER: SOCIÉTÉ GÉNÉRALE €5.5BN RIGHTS ISSUE

Joint global co-ordinators: Société Générale, Morgan Stanley and JPMorgan

HIGHLY COMMENDED: SANTANDER €7.2BN RIGHTS ISSUE;

Standard Chartered £1.8bn (€2.04bn) rights issue

When the €4.9bn fraud of Jerome Kerviel was revealed at Société Générale in January 2008, the bank had never looked so vulnerable. There was speculation about its possible takeover by rivals, especially following the break-up of Dutch bank ABN AMRO the previous year. However, the board and the bank's financial advisors reacted with a speed and confidence that impressed the markets and other obser­vers. As it turned out, the €5.5bn rights issue undertaken in February also left SocGen in a stronger position than many peers. One bank after another was ultimately forced to undertake capital-raisings of their own later in 2008 as credit losses mounted, but did so in much more adverse market conditions.

More than simply snatching a triumph from the jaws of adversity, the deal also set some important precedents for the process of recapitalisation in the Western banking sector as a whole. By approaching existing shareholders, SocGen broke with the pattern seen among many other major banks, which had gone cap-in-hand to sovereign wealth funds or other strategic investors. Many of these funds had lost heavily on their investments, and were reluctant to provide further financing. And the terms of such deals, often generous to the new investors, had angered existing minority shareholders.

By contrast, SocGen's rights, which traded at a premium to the market share price, allowed shareholders a genuine choice on whether to exercise or sell their rights, and was 1.8x oversubscribed, demonstrating the success of the bank and its advisors in telling their story.

A similar mix of good timing and good communication skills were vital for the two highly commended deals in this category, which both took place in what proved to be a short-lived recovery in market conditions in late November and early December 2008. Banco Santander's giant €7.2bn rights issue, with bookrunners Credit Suisse, Santander Investment, Merrill Lynch and Bank of America, was highly distinctive compared with the emergency distressed recapitalisations earlier in the year.

The bank had not suffered significant losses from structured credit exposure, and was instead building a capital cushion in expectation of the global downturn. This helped to reassure markets about the bank's own capitalisation, and gives Santander the potential to make opportunistic acquisitions at highly depressed market valuations.

A £1.8bn (€2.04bn) offering by Standard Chartered two weeks later, with bookrunners UBS, JPMorgan and Goldman Sachs, had a similar motivation.

LOANS

WINNER: INBEV $54.8bn ACQUISITION FINANCE LOAN PACKAGE

Bookrunners: Santander, Barclays, BNP Paribas, Deutsche Bank, Fortis, ING, JPMorgan, Mizuho, Bank of Tokyo Mitsubishi and Royal Bank of Scotland

HIGHLY COMMENDED: ACQUISITION FINANCING FOR PRIVATE EQUITY CONSORTIUM $3.255BN PURCHASE OF MIGROS TURK;

€3.1bn acquisition finance for Eni's purchase of Distrigaz

In the European loans category, one entry steamrollered its way to the winners' podium. At a time when banks were desperately repairing their own balance sheets, it seemed the era of the blockbuster syndicated loan was over. But when Belgium's InBev, the world's largest brewer, moved to buy the largest US brewer, Anheuser-Busch, some 10 bookrunners, together with another 10 mandated lead arrangers and four further participants, opened their vaults to find funds for four tranches totalling $45bn and a further $9.8bn in equity bridge financing.

Senior syndication started in August 2008, when markets were already sliding towards panic, and general syndication closed in the febrile atmosphere of December 2008, after markets had melted down in the fourth quarter. This was a remarkable timetable in which to find the financing for the largest all-cash acquisition in history.

The four tranches included a $12bn bridge-to-bonds facility, which InBev began to repay in January 2009 after issuing bonds in three currencies that month, and $7bn in bridge-to-asset disposal loans, which are being partly paid off with sales of non-core assets to Japan's Asahi Breweries and US private equity firm KPS Capital Partners. In addition, the bridge-to-equity tranche was repaid in full after a successful equity offering in December 2008.

Among the highly commended deals, the judges were struck by a transaction in an emerging market in May 2008. The buyout of supermarket chain Migros Turk by a consortium of three private equity players was the largest ever leveraged buyout in Turkey, executed despite adverse market conditions. And the financing was an all-Turkish affair, as Garanti Bank, Isbank, Vakifbank and Akbank took the full lending required on their own balance sheets, demonstrating the striking resilience of the Turkish banking sector to the unfolding global financial crisis.

Lead arrangers BBVA, Mediobanca, Banko of Tokyo Mitsubishi and Intesa Sanpaolo were also commended for reopening the euro-denominated loan market after the fall of Lehman Brothers, with a deal for €3.1bn to finance Italian energy firm Eni's purchase of Belgian Distrigaz from France's GDF Suez. Banca Monte de Paschi, BayernLB, Centrobanca, Royal Bank of Scotland and Société Générale also participated in the fully underwritten three-tranche facility.

RESTRUCTURING

WINNER: CHEYNE FINANCE SIV PORTFOLIO RESTRUCTURING

Advisor: Goldman Sachs

HIGHLY COMMENDED: ALITALIA IN ADMINISTRATION

Goldman Sachs was a clear winner in the European restructuring category with a trail-blazing deal. The structured investment vehicle (SIV) managed by Cheyne Finance became the first SIV run by a hedge fund rather than a sponsoring bank to run out of liquidity in 2007. While bank-sponsored SIVs could be brought back on the bank's own balance sheet or given guarantees by its sponsor, to keep them afloat while restructuring took place, Goldman had no such comforts to work with.

Goldman's over-riding priority was to formulate a plan it could execute even in the appalling market conditions prevailing for asset-backed securities that would win over a broad range of senior creditors with different requirements, and would avoid a fire-sale of assets into an illiquid market. Goldman used the authority of the receivers to implement a proposal without needing official consent from every single creditor, but nonetheless made sure it offered a range of alternatives to give each noteholder what they wanted, as far as possible.

The bank offered senior creditors in the vehicle (renamed SIV Portfolio in receivership) three choices, depending on their own liquidity needs. They could cash out immediately via the auction sale of the required section of the portfolio. This auction process attracted 11 separate bids. Those creditors who did not need immediate recovery were offered the chance to retain full exposure to the SIV through new notes secured by a vertical strip of Cheyne's original portfolio. This would be the preferred choice for investors who believed current market values were overestimating the actual levels of impairment on the portfolio.

Finally, creditors could also use cash proceeds from a partial sale to subscribe to a zero-coupon note issued by Goldman, securing repayment of principal and interest accrued prior to the restructuring date. This would allow investors to retain partial exposure, but only protected against further downside risk. This highly complex deal so impressed the market that Goldman has already been selected to advise on four other SIV portfolios put into receivership.

Also commended was the sale of assets worth approximately €1.05bn by bankrupt Italian airline Alitalia to a consortium called Compagnia Aerea Italiana (CAI), which planned to combine them with a restructuring of other assets at second-largest Italian domestic carrier, Air One. Rothschild advised the government-appointed administrator of Alitalia, while Banca IMI advised CAI, who were financed by Intesa SanPaolo.

PROJECT FINANCE

WINNER: TUIN ZONNE $941M SOLAR PARKS FINANCING

Senior lead arrangers: BBVA, Intesa SanPaolo, CIC, Banco Galicia, Bankinter, Banco Pastor, Caixa Galicia, Caja Navarra, EBN, Caja Segovia, Unicaja, Caja Cantabria and Bancantabria

HIGHLY COMMENDED: TUNEL DO MARAO TOLL ROAD CONCESSION;

Lotos refinery $2.67bn financing

The winner in this category combined financing for cutting-edge renewable energy technology with a highly complex structure to suit a 25-bank syndicate, which included significant participation from Spanish regional banks. Tuin Zonne is a project for €941m to finance the construction of a portfolio of 23 photovoltaic sun parks in Spain, the largest project of its kind to date, capable of supplying 127 megawatts of power in total to about 47,000 households.

The deal won widespread support even in the difficult conditions of November 2008, and even though the sponsor, T-Solar, was founded only two years previously. The project has an expected minimum life of 25 years, long enough to save as much as 2 million tonnes of carbon emissions.

To cater for the syndication process, the project was divided into 21 separate special-purpose vehicles (SPVs). In addition, the photovoltaic modules will be sourced from 20 different suppliers to mitigate delivery risk. The financing package includes guarantees against substandard modules, and against changes in the regulatory conditions that currently favour clean energy development.

Highly commended deals included Portugal's largest toll road project to date, and a complex Polish refinery project. Tunel do Marao in Portugal is a 30-year concession financed by a three-tranche facility totalling €423.5m. The original senior syndicate of six banks - CaixaBI, HBoS, Fortis, Royal Bank of Scotland, WestLB and La Caixa - signed the deal in April 2008. As market conditions deteriorated, the prospect of junior syndication receded because other partners were unwilling to take on traffic revenue risk. So the syndicate then secured €180m participation from the European Investment Bank (EIB), as well as the multilateral's first ever loan guarantee for a transport public-private partnership, amounting to €20m.

In Poland, the $2.67bn Lotos Refinery financing, which incorporated a debt package of $2.15bn, also needed careful structuring. The borrower, Grupa Lotos, is a holding company listed on the Warsaw Stock Exchange, rather than a SPV. As Grupa Lotos is majority-owned by the Polish government, the process of ring-fencing the Gdansk-based refinery as security for the lenders required delicate handling. BNP Paribas was the financial advisor to the project, which drew in 17 other mandated lead arrangers and four Polish banks to provide the refinery's inventory finance facility.

STRUCTURED FINANCE

WINNER: £15.5bn (€17.57bn) REFINANCING OF BAA

Sole financial advisor: Macquarie Capital; mandated lead arrangers: BBVA, Santander, BNP Paribas, Caja de Ahorros de Madrid, Calyon, Citi, HSBC, RBC Europe, Royal Bank of Scotland, Export Development Canada, HSH Nordbank, ING, Instituto de Credito Official and La Caixa

HIGHLY COMMENDED: BRITISH ENERGY £364M (€412.5M) NUCLEAR POWER NOTES;

GELDILUX-TS 2008

Spain's Grupo Ferrovial could hardly have imagined in 2006, when it acquired UK airports operator BAA, the conditions that would prevail when it came to refinance its bridge acquisition debt facility two years later. Not only was this the largest airport refinancing ever undertaken, but it came at a time when financial market capacity for long-term debt was collapsing, ratings agencies were threatening BAA with downgrades below investment grade, and the UK Competition Commission was examining whether the company should be forced to divest some of its airports.

The sole financial advisor to BAA, Macquarie Capital, devised a whole-business securitisation totalling £15.5bn (€17.57bn), which included migrating £6bn in existing bond and subordinated debt facilities and providing additional drawn and undrawn bridge facilities and working capital. The designated and non-designated assets were split into separate refinancing packages, to allow the sale of some airports if instructed by the Competition Commission.

Moreover, the advisors and 15 lead arrangers initially considered using a monoline wrap for the securitisation. This plan was modified as difficulties at the monoline insurers and the loss of investor confidence in the wrapping process prevented any potential economic saving. Instead, the structuring alone allowed the senior bonds issued to win an A- rating, compared with BBB- before the deal.

The 'nuclear power notes' issued by British Energy as part of EDF's takeover deal were highly commended by the judges. These notes, with a 10-year maturity and a face value of £364m, were linked to contingent value rights on British Energy's power output and energy prices over the period. They allowed existing shareholders to retain their interest in British Energy's output if they considered the sale price for the company was insufficient to reflect potential revenues from its current fleet of nuclear power stations. Rothschild, Merrill Lynch, Barclays and JPMorgan Cazenove worked on the deal.

UniCredit Group, meanwhile, managed to reopen the European asset-backed securities market in August 2008 with the €1.455bn Geldilux programme. This securitisation of German small and medium-sized business loans, on which UniCredit's Hypo-und Vereinsbank was the sole bookrunner and DZ Bank, LBBW and Lloyds TSB were co-managers, was placed in the public markets rather than simply for repo with the European Central Bank.

ISLAMIC FINANCE

WINNER: SEERA LEVERAGED ACQUISITION OF BWA WATER ADDITIVES FROM CLOSE BROTHERS PRIVATE EQUITY

Advisor to Seera: Business Development Asia. Lenders: Royal Bank of Scotland and HSBC

In a quiet year for Europe-based Islamic finance deals, the secondary buyout of UK water treatment company BWA Water Additives by the private equity arm of Seera Investment Bank of Bahrain caught the eye. The sharia-compliant bank works on an equity syndication model rather than as a private equity fund manager. Its purchase of BWA was financed by a multi-tranche debt facility of more than $200m, including a mezzanine tranche.

The facility, denominated in sterling and dollars, was structured through multiple reverse commodity murabaha transactions for sharia compliance. These are deferred payment commodity purchases by the end-client from the financing bank. The system was then used to repay the existing private equity debt of the seller - Close Brothers - which included interest payments (riba) forbidden under sharia law.

To add to the challenge, a proportion of the existing management team's own equity was rolled over into the new ownership model at a discount, and the documentation had to comply with tax and legal requirements in seven jurisdictions. The whole deal was completed in September 2008, with the lending banks asking for extra due diligence as the credit crisis entered its worst phase. To speed the process, the valuation was also undertaken on a 'locked box balance sheet' basis, with the seller agreeing not to allow cash leakage from the balance sheet after a set date, eliminating the need for a further post-acquisition accounts adjustment.

Deals of the Year 2009: The Winners - Middle East

MERGERS AND ACQUISITIONS

WINNER: BANK OF SHARJAH'S ACQUISITION OF BANQUE NATIONALE DE PARIS INTERCONTINENTALE (BNPI) IN LEBANON THROUGH EMIRATES LEBANON BANK

Advisor to Bank of Sharjah: Deloitte & Touche. Advisor to BNPI: BNP Paribas

HIGHLY COMMENDED: SAUDI TELECOM COMPANY'S $2.6BN ACQUISITION OF A 35% STAKE IN OGER TELECOM

Two deals emerged as strong candidates for the best merger or acquisition in the Middle East in 2008. Saudi Telecom Company's $2.6bn purchase of 35% of Saudi Arabia-based Oger Telecom, on which Goldman Sachs and Citi advised, was an innovative deal completed in a difficult economic environment and earns a commendation.

The winner, however, is Bank of Sharjah's (BOS) benchmark deal to buy the assets and liabilities of BNPI in Lebanon. BOS was responsible for the entire $90m deal from initiation and negotiation right through to completion, on behalf of its subsidiary Emirates Lebanon Bank (El Bank). At the same time that BOS was buying BNPI in Lebanon, through El Bank, BNPI France bought a 19% stake in El Bank. BOS plans to sell a further 30% of El Bank, subject to regulatory approval, so that it will ultimately hold 51% of its Lebanese subsidiary.

The transaction set a benchmark in that it was one of the first major deals to be completed in Lebanon since the war with Israel in 2006. It was signed amid a backdrop of severe political and economic instability. There were more than 20 bomb blasts in Lebanon between 2005 and 2008 and a constitutional crisis over the country's next president has caused political deadlock. Despite this turmoil, BOS managed to complete the first ever purchase of a Lebanese bank by a Gulf-based bank. The timing of the deal was critical, occurring as it did in the epicentre of the financial hurricane that saw the collapse of Wall Street giant Lehman Brothers in September 2008.

The deal is indicative of a bank sector that has managed to avoid much of the worst excesses of the financial crisis that has brought Western banking to its knees. BOS capitalised on a growing sentiment that Lebanon is increasingly seen as a financially stable country in an unstable world.

EQUITY

WINNER: SR10.5BN ($2.8BN) INITIAL PUBLIC OFFERING OF AL INMA BANK

Sole financial advisor and lead manager: Samba Capital

HIGHLY COMMENDED: TABREED'S DH1.7bn ($463m) MANDATORY EXCHANGEABLE SUKUK;

MA'ADEN'S SR9.25bn ($2.47bn) initial public offering

Three deals were bright stars in the Middle Eastern equities firmament in 2008. Highly commended were cooling specialist Tabreed's Dh1.7bn ($463m) mandatory exchange­able sukuk - the first of its kind - led by Morgan Stanley, and Saudi Arabian mining firm Ma'aden's SR9.25bn ($2.5bn) initial public offering (IPO), which was led by JPMorgan.

But the winner of this year's equities award goes to the SR10.5bn ($2.8bn) IPO of Al Inma Bank in Saudi Arabia. Samba Bank was the sole financial adviser on what was to become the biggest par value public offer in the history of Saudi Arabia. Al Inma Bank's IPO attracted strong support and was marketed and distributed exclusively to domestic investors. Almost 9 million retail investors subscribed to the deal resulting in an oversubscription of 174%. The bank offered 1.05 billion shares at SR10 each to raise SR10.5bn. Al Inma is one of the biggest Islamic banks in the region and was established by royal decree. It was founded by Saudi Arabia's largest government entities: the public Investment Fund, the Public Pension Agency and the General Organization of Social Insurance. Samba bank did well to distribute such a large deal so successfully in such adverse market conditions.

BONDS: CORPORATE

WINNER: SABIC'S SR5bn ($1.3bn) 20-YEAR SUKUK

Sole bookrunner: HSBC. Joint lead bookrunners: Bank Saudi Fransi and HSBC Saudi Arabia

HIGHLY COMMENDED: ABU DHABI NATIONAL ENERGY COMPANY'S $1.5bn BOND

Two deals led the way in the 2008 bond market in the Middle East. Abu Dhabi National Energy Company's $1.5bn bond issue, which was led by joint lead managers and joint bookrunners National Bank of Abu Dhabi, Barclays and Royal Bank of Scotland, was an impressive deal and completed in difficult markets. But the award goes to chemical company Sabic's SR5bn ($1.3bn) 20-year sukuk.

The deal was led by HSBC, who acted as joint lead manager and sole bookrunner. Lead managers and bookrunners were HSBC Saudi Arabia and Bank Saudi Fransi. The deal was the third sukuk issued by Sabic in less than two years but was the first rated sukuk in Saudi Arabia at the time of issuance. The deal's innovative structure allowed retail investors to subscribe to the deal for as little as SR10,000 ($2667), a fact that no doubt contributed to the 30% oversubscription.

Despite extreme volatility in the market and tightening liquidity, HSBC and the participating banks managed to whip up strong demand for the deal. Sabic was keen to diversify its investor base on the issue and as a result HSBC managed to attract support for the deal from a wide range of investors, including government pension funds, banks and retail investors. Just 32% of the funds raised came from banks, while more than half of the investors, in terms of numbers, were domestic, retail investors. The 20-year deal, which pays a coupon of 48 basis points over Libor, was launched in the first half of 2008 and narrowly avoided the market meltdown that followed the collapse of Lehman Brothers in September.

BONDS: SOVEREIGNS, SUPRAS and AGENCIES

WINNER: LEBANON'S $2.1bn EUROBOND REFINANCING

Bookrunners: Bank Audi and Credit Suisse

HIGHLY COMMENDED: GOVERNMENT OF RAS AL KHAIMAH'S INAUGURAL DH1bn ($272m) SUKUK

As sovereign debt deals go, Lebanon's refinancing of $2.1bn-worth of Eurobonds could not have faced more obstacles. In January 2008, ratings agency Standard & Poor's downgraded Lebanon's long-term debt rating from B- to CCC+ on the back of the nation's continued political instability.

The government, which had $2.1bn of Eurobonds due to mature that year, was forced to come up with a liability management strategy very quickly and at a time when Lebanon did not have the mandate to raise any more debt, even for a short-term period. To add yet more pressure to a bad situation, all this took place amid a backdrop of the worst credit environment for a generation and intense political instability.

The ensuing liability management strategy, which was put in place by Credit Suisse and local player Bank Audi, was a highly complex and innovative plan bolted together in difficult circumstances and under tight time constraints.

The arranging banks devised a three-tiered strategy. The first part of the plan involved a straight new issue to refinance an $869m bond due in March 2008. The new issue was timed to settle on the maturity date of the March bond so as to avoid creating even more debt. The second part of the strategy was an 'any-or-all' exchange offer for a $250m bond that was due to mature in May 2008, a $250m bond that was due to mature in June and a $750m bond that was due to mature in August. The final part of Lebanon's refinancing strategy was a $150m cash tranche structured as a tap of one of the existing bonds.

The deal was executed in an extremely volatile environment both economically and politically, yet the banks still managed to whip up more than enough demand for the paper. The country had been without a president since November 2007 and the government was hampered by the opposition's claim that it was no longer legitimate. For a country that has never defaulted on its debt, the arranging banks worked miracles to ensure this remained the case. The refinancing paid a significantly higher coupon than the original deal, but when compared to the consequences of a straight default it was a small price to pay.

The government of Ras Al Khaimah's inaugural Dh1bn ($272m) sukuk, led by rating advisor, sole arranger, sole lead manager and sole bookrunner Standard Chartered, was highly commended by the judges.

CAPITAL RAISING: FIG

WINNER: THE COMMERCIAL BANK OF QATAR'S $900m RIGHTS ISSUE

Sole global co-ordinator and bookrunner: Morgan Stanley. Lead manager: Société

Générale

HIGHLY COMMENDED: FRANSABANK issue of PREFERRED SHARES;

HSBC Bank Middle East's Dh2.25BN Five-Year Floating Rate Note

It was mid-2008 and Middle Eastern Banks were beginning to feel the pinch of the global economic downturn. Despite this, Commercial Bank of Qatar managed to raise $900m through an innovative rights issue. The bank engaged Morgan Stanley to drum up demand for the offering that would be used to shore up the bank's capital base in straightened economic conditions, as well as expand the bank's branch network and pay off the interest and principal on an outstanding loan.

The deal was structured in two parts: a pre-emptive rights issue with a rump offering to international investors through global depository receipts (GDRs), and a private placement that allowed the bank to stay below Qatar's foreign ownership thresholds. It was the largest ever internationally distributed offering out of Qatar and the first time a Qatari institution had issued a GDR. It was also the second largest GDR to be issued in the Middle East and north Africa in 2008.

The deal attracted strong demand in tricky market conditions. The arranging bank launched a 12-day roadshow for the deal, which encompassed 140 investors in 58 one-on-one meetings. As a result of the strong marketing push, the deal attracted a healthy order book of 60 or more investors from an array of core financial sector and regional investors. The transaction consisted of a $700m GDR tranche, which overlapped with a $160m pre-emptive take up and $40m private placement. Shares were priced at $7.50, which represented a 5% discount to the last closing price of Commercial Bank of Qatar before the rights issue.

The deal was a landmark transaction for Qatar and completed in difficult market conditions. The timing of the deal was critical. It buffered Commercial Bank of Qatar's capital base just before global economic conditions deteriorated almost to crisis point in the second half of 2008.

Alongside Commercial Bank of Qatar's equity deal, two other deals stood out in the Middle East. Lebanon's Fransbank managed an extremely successful issue of 500,000 preference shares that raised more than $100m, after an oversubscription of 1.3 times. Our second highly commended deal was HSBC Middle East's Dh2.25bn ($613m) floating rate note, launched in April 2008, which set a benchmark for local currency, financial institution bonds.

LOANS

WINNER: $1.2bn LOAN TO SUPPORT THE SALE OF IRAQNA BY ORASCOM TELECOM

Sole arranger, bookrunner and mandated lead manager: National Bank of Kuwait. Co-arrangers: Calyon and Gulf Bank. Mandated lead arrangers: Al Ahli Bank of Kuwait, Al Khalijii Commercial Bank QSC, Arab Bank, Arab International Bank, Mashreq bank, Qatar National Bank, Ahli United Bank, Arab African International Bank, International Bank of Qatar.

HIGHLY COMMENDED: WATANIYA PALESTINE TELECOM'S $85m SYNDICATED LOAN;

QATARI DIA REAL ESTATE INVESTMENT COMPANY'S $2.365bn SYNDICATED IJARA FINANCE FACILITY

Often it is the telecommunications companies that are the first investors to open new markets in formerly war-torn or politically unstable countries. They build infrastructure and offer mobile services that can revolutionise the lives of the people living in developing countries.

Two out of the three deals that stood out in the best loan of 2008 category involved loans to telecoms companies in politically unstable Middle Eastern countries. Wataniya Palestine Telecom's $85m syndicated loan to support the extension of its mobile phone network, led by Standard Bank, was a landmark transaction for the region and marked the first cross-border agreement for the local Palestinian banking community.

In a close contest, however, the judges decided to give the Loan of the Year for 2008 award to the $1.2bn financing that supported Egypt-based Orascom Telecom's sale of Iraqi telecom's firm Iraqna to Zain Iraq. The deal was led by National Bank of Kuwait (NBK) who had approached Orascom Telecom and offered to monetise the two $600m promissory notes it had been paid by Zain Iraq for Iraqna. NBK managed to attract support for the loan from a total of 12 banks from across the Middle East. Such was the demand for the paper that the deal was oversubscribed by 50%. The loan, which paid 300 basis points over Libor, was split into one six-month tranche and one 18-month tranche. NBK did well to get a deal of this size away considering the obstacles it faced. The acquisition it backed took place in Iraq, a former war zone that still suffers regular terrorist activities. The deal was also signed against a background of economic downturn and one of the worst credit markets for a generation.

Also highly commended by the judges was the sharia-compliant $2.37bn loan to property developer Qatari Diar to fund its purchase of the site of the former Chelsea army barracks in London. Joint book runners and underwriters were BNP Paribas, Calyon, HSBC and Qatar National Bank. Structuring advisor and underwriter was Masraf Al Rayan.

RESTRUCTURING

WINNER: THE JUBAIL ACETYLS COMPLEX (JAC) PROJECT IN SAUDI ARABIA

Financial advisor and initial mandated lead arranger: HSBC. Lead managers and bookrunners: The Saudi British Bank, Saudi Hollandi Bank, Riyad Bank and KfW

This highly complex construction phase refinancing was successfully executed in deteriorating credit markets when liquidity was rapidly drying up. The multi-borrower structure involved three separate but inter-related project companies, which led to a degree of complexity hitherto unheard of in Middle Eastern markets.

The Saudi International Petrochemical Company (Sipchem), along with its affiliates in the JAC Project, had signed a combined project finance loan facility of SR2.1bn ($565m) with nine regional banks in December 2006. By April 2008 the loan needed restructuring as the cost of the project to construct three petrochemical plants had ballooned. The original bank group required more time before it could restructure the deal, so HSBC and the Saudi British Bank (SABB) stepped in to refinance the entire project.

In doing so they not only saved the participating JAC Project companies millions of dollars in reduced interest payments, but increased the funding available for the project by 32% or $176m. The deal was priced below the original financing, despite the tough market conditions, and took just one month to execute, which was hugely impressive considering the complexity of the deal.

On top of these credentials, the deal set a series of benchmarks for the region. It was the first multi-tranche refinancing to take place during the construction phase of a project; the first three-borrower structure in the Middle East; and the largest underwriting with a Saudi bank as a sole mandated lead arranger. The deal also brought in two banks from the original syndicate as well as a new, third international lender. The financing was split between a $741m loan, which comprised a $360m base facility, a $361m Public Investment Fund bridge facility and a $19m Saudi Industrial Development Fund bridge facility. Completing a complex deal of this nature in such straightened credit conditions was a considerable achievement and is proof that well-structured projects can still attract competitive financing.

PROJECT FINANCE

WINNER: ABU DHABI WATER AND ELECTRICITY AUTHORITY'S $408m LOAN TO FINANCE THE CONSTRUCTION OF TWO SEWAGE PLANTS

Lender: Abu Dhabi Commercial Bank. Financial advisor to the consortium: Macquarie Capital

HIGHLY COMMENDED: SAUDI KAYAN PETROCHEMICAL COMPANY'S $6BN LOAN TO FINANCE A PETROCHEMICAL PROJECT;

Al Yah Satellite Communications' $1.2bn, 14-year loan to build and operate a hybrid communication satellite system

This complex project financing took the form of a public-private partnership and was one of the first so-called 'build-own-operate-transfer' projects in the Middle East. It was also the first wastewater project to be financed and the first competitive sewage treatment project privatised by the Abu Dhabi Water and Electricity Authority.

The tender to design, construct, finance, own and operate two sewage treatment plants in Abu Dhabi was won by a consortium consisting of UK-based Biwater International and the Emirates Utilities Company Holding. The $480m deal was broken down into $380m of senior debt and an $80m equity bridge loan. In addition to these facilities, a debt service reserve facility of $8m was put in place to help the consortium with its debt servicing obligations and in case of any potential shortfall in working capital requirements. The deal was unique in that it is the first project finance consortium to receive all of its funding from a United Arab Emirates-based bank - Abu Dhabi Commercial Bank. The debt package has a tenor of 25 years, one of the longest ever achieved in the Middle East.

Alongside this impressive project financing, completed in a harsh credit environment, two further project finance deals were highly commended by the judges. Saudi Kayan Petrochemical Company's whopping $6bn loan to finance the largest Greenfield petrochemical project in Saudi Arabia, signed in May 2008, was a big achievement in credit markets with such sparse liquidity. Joint financial advisors, mandated lead arrangers and bookrunners were ABN AMRO, Arab Banking Corp­oration, BNP Paribas, HSBC and Samba Financial Corporation.

Also, the $1.2bn, 14-year loan to the Al Yah Satellite Communications Company, led by Dutch bank ING, to build and operate a hybrid communication satellite system is worthy of a commendation. The loan is backed by a 15-year capacity leasing agreement with the United Arab Emirates armed forces and will likely establish access to the international markets for other parts of the UAE government.

STRUCTURED FINANCE

WINNER: NAKHEEL'S $1.2bn 2.5-YEAR DEBT FINANCING

Structuring bank, initial sole underwriter, joint underwriter, initial mandated lead arranger and bookrunner: Samba Financial Group. Joint underwriters, bookrunners and initial mandated lead arrangers: Samba Financial Group, Emirates NBD, Mashreqbank and Noor Islamic Bank

HIGHLY COMMENDED: EODC'S PRE/POST DELIVERY JACK-UP RIGS FINANCE

Dubai government-owned real-estate developer Nakheel is responsible for some of the world's most iconic structures, including The Palm and The World housing developments in the United Arab Emirates. In March 2008, as liquidity in credit markets tightened across the world and financing for real estate projects was rapidly drying up, Nakheel approached banks for a sizeable $1.2bn, 2.5-year loan. The company hired a consortium of local banks to structure a highly complex off-balance sheet, self liquidating deal with both a conventional and an Islamic financial structure.

The transaction was backed by receivables from plots of land and homes sold by Nakheel to subdevelopers, investors and end-users. The sharia tranche of the deal was structured as an ijara facility, which incorporated a sale and lease back of usufruct rights over identified plots of land. The second tranche of the deal was designed with an inbuilt mechanism that allowed pricing to be revised on a monthly basis to reflect banks' increased cost of borrowing.

The deal was self liquidating from receivable flows and supported by other innovative features such as overcollateralisation, a reserve account and an unlimited liquidity facility and corporate guarantee from Nakheel's parent company, Nakheel World.

Aside from this innovative structured financing, one other deal stood out for this category as worthy of commendation. The Egyptian Offshore Drilling Company's $500m, 10-year loan for the purchase of two high performance offshore jack-up drilling rigs was a rare asset-based structured financing deal for Egypt. The deal also attracted the support of the Japan Bank for International Co-operation, the first time it has invested directly into Egypt for 20 years. The deal was led by HSBC.

ISLAMIC FINANCE

WINNER: SAUDI BINLADIN GROUP'S $1bn SUKUK

Sole financial advisor, sharia advisor, lead manager and bookrunner: HSBC

HIGHLY COMMENDED: SUN FINANCE'S DH4bn ($1.1bn) MULTI-TRANCHE ISLAMIC SECURITISATION;

Sorouh Real Estate's Dh4bn Securitisation

The shockwaves that emanated from the collapse of Wall Street giant Lehman Brothers in September last year were felt throughout the world and few regions escaped the consequences. As liquidity dried up across the world, so construction group Saudi BinLaden group went to the market to finance a $1bn hotel project in the Saudi Arabian province of Makkah.

This innovative deal, which was led by HSBC, was the first of its kind to combine three different forms of Islamic finance: a mudaraba tranche, an ijara tranche and a multiple zaman, or guarantee. It was also the first ever purely Makkah-related capital market issuance.

The mudaraba part of the deal, based on an ancient Arabic financing technique, allowed the client to act as manager of the hotel project, while HSBC sought investors through the capital markets. However, due to the equity style profile of mudaraba financing, which makes it more risky than other types of financing, an ijara tranche was incorporated in order to secure stable cashflows. The ijara part of the deal allowed for the asset to be leased in such a way that lease agreement payments and the eventual sale of the asset would meet the required return rate and also protect the principal paid. In order to create an even greater sense of security a zaman, or guarantee, was given by a third party. Such an innovative structure reassured investors and allowed HSBC to effectively mirror a standard fixed income instrument and thus successfully place the issuance in the market.

Two deals were highly commended by judges in the Islamic finance category. Sun Finance's Dh4bn ($1.1bn) multi-tranche Islamic securitisation, jointly book run by Citi, Abu Dhabi Commercial Bank, First Gulf Bank, National Bank of Abu Dhabi and Noor Islamic Bank, was fully subscribed and well priced in difficult circumstances.

Sorouh Real Estate's Dh4bn securitisation was the first asset-backed security-style sukuk transaction of its kind. National Bank of Abu Dhabi, Citi, Abu Dhabi Commercial Bank, First Gulf Bank and Noor Islamic Bank were joint lead managers and joint bookrunners.

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