Marwa Elborai is a partner in the Capital Markets and Leveraged Finance practices.
She advises both issuers and underwriters on complex corporate financings with a focus on U.S. federal securities law, leveraged finance, high yield debt offerings, general debt and equity capital markets transactions and debt restructurings. In addition, her experience includes liability management exercises including debt tender offers and consent solicitations and general corporate matters. Marwa is a frequent speaker on these topics and has also authored a number of related articles.
Marwa represents corporates, private equity and international financial institution clients and has advised in multiple jurisdictions across the EMEA region.
Marwa is recognised as a “Leading Individual” in high yield by The Legal 500 2022 who note that Marwa exhibits a “great level of creativity and problem-solving skills.” Chambers and Partners 2022 also notes that Marwa "is extremely knowledgeable and responsive" and “she's a very effective negotiator.”
High Yield – Initial Purchasers
- The initial purchasers in connection with Aggreko's £791 million (equivalent) senior secured notes offering by Albion Financing 1 S.à r.l. and Aggreko Holdings Inc. and $450 million senior notes offering by Albion Financing 2 S.à r.l.
- The mandated lead arrangers in connection with the debt financing in support of the acquisition by funds advised by Apax Partners and Warburg Pincus LLC of T-Mobile Netherlands which has an enterprise value of €5.1 billion.
- Initial purchasers in connection with Stonegate Pub Company Limited’s (Stonegate) £165 million additional aggregate principal amount of 8.25 percent senior secured notes due 2025 issued by Stonegate Pub Company Financing 2019 plc.
- The sole global coordinator and bookrunner in connection with David Lloyd's inaugural bond financing including a €300 million offering of floating rate senior secured notes and £645 million 5.50% senior secured notes due 2027 by Deuce FinCo plc, the Company's new revolving facility agreement and intercreditor agreement, and advised the investors in connection with a £250 million pay-in-kind term loan to Deuce Holdco Limited.
- The initial purchasers in connection with Dana Financing Luxembourg S.à r.l.’s Rule 144A/Regulation S private placement of €325 million aggregate principal amount of 3.000% Senior Notes due 2029.
- The mandated lead arrangers, underwriters and lenders in connection with the senior financing in support of the public-to-private acquisition of Arrow Global plc by TDR Capital.
- The banks in connection with the senior financing in support of the £2.3 billion public-to-private acquisition of Aggreko plc by TDR Capital and I Squared Capital.
- The note purchasers on Stonegate Pub Company Limited’s private placement of $500 million aggregate principal amount of 8.0% senior secured notes due 2025 and in connection with its private placement of an additional £120 million of 8.25% senior secured notes by Stonegate Pub Company Financing 2019 plc.
- AlbaCore Capital Group, a European credit manager, as note purchaser in connection with the placement of Senior Secured PIK Toggle Notes due 2028 issued by Centurion Newco S.p.A.
- The initial purchasers in connection with Cable and Wireless' $500 million; and $400 million senior secured notes offerings; and $300 million senior notes offering.
- The underwriters in connection with James Hardie’s inaugural euro-denominated offering of €400 million 3.625% senior notes due 2026.
- The underwriters in connection with Samsonite’s new $650 million senior credit facilities and €350 million inaugural high yield bond offering.
- The underwriters in connection with Interxion’s €1 billion notes offering and entry into a €200 million revolving credit facility.
- Credit Suisse as sole global coordinator in connection with Pro-Gest S.p.A.’s €250 million inaugural high yield bond offering.
- The initial purchasers in connection with the offering of £200 million 6.75% senior secured notes due 2020 and £100 million senior secured floating rate notes due 2020 issued by TES Finance Plc, a wholly owned subsidiary of TSL Education Group Limited.
- The initial purchasers in connection with the offering of £175 million 7.50% senior secured notes due 2021 issued by Bibby Offshore Services Plc, a wholly owned subsidiary of Bibby Offshore Holdings Limited.
- The underwriters in connection with Thomas Cook's €400 million high yield bond offering; and €750 million high yield bond offering.
- A syndicate of 20 investment banks in connection with GTECH’s acquisition financing relating to its acquisition of International Game Technology.At the time, the transaction was the largest bond offering by an Italian issuer in the international capital markets.
High Yield – Issuers
- Frigoglass S.A.I.C. in connection with its high yield notes offering of €260 million 6.875% senior secured notes due 2025 by its wholly owned subsidiary, Frigoglass Finance B.V.
- Transportes Aéreos Portugueses, S.A. (TAP Airlines) in connection with its inaugural high yield bond offering of €375 million 5.625% senior notes due 2024.
- Interoute Finco in connection with its refinancing of its €350 million fixed rated notes and €275 million term loan facility agreement.
- Topaz Marine S.A., a subsidiary of Topaz Energy and Marine Limited, in connection with Topaz’s offer to purchase its outstanding senior notes due 2018, and its offering of $375 million of new senior notes due 2022.
- DFS Furniture Holdings plc in connection with a Rule 144A/Reg. S global and international offering of high yield senior secured notes and senior secured floating rate notes, concurrent with a tender offer.
- Advent International in connection with the financing of the acquisition of The Priory Group involving a high yield bond offering of £425 million of senior secured notes and £175 million of senior notes for the acquisition and the provision of £70 million super senior revolving credit facilities.
- Interoute in connection with its €240 million refinancing of its floating rate notes.
- Ziggo N.V. on its €4 billion refinancing in connection with the acquisition of Ziggo Group by Liberty Global.
- Public Power Corporation, S.A. (PPC) in connection with its inaugural bond offering of €700 million in a combination of 4.750% senior notes due 2017 and 5.500% senior notes due 2019 issued by PPC's wholly owned subsidiary Public Power Corporation Finance plc.
Investment Grade / Debt Capital Markets
- The note purchasers in connection with the refinancing of the Shuaibah Two Water Development Project (STPC) comprising of a private placement notes issuance by a DIFC issuer and an offering by ACWA Power Capital Management of secured notes.
- The underwriters in connection with Eaton Capital Unlimited Company’s €1.5 billion notes offering, €600 million offering €500 million notes offering, and €1.5 billion notes offering.
- The underwriters in connection with ArcelorMittal’s notes offering.
- Anglo American in connection with multiple offerings including:
- $1.3 billion senior notes offering consisting of $650 million 3.625% senior notes due 2024 and $650 million 4% senior notes due 2027;$300 million 3.750% senior notes due 2022 and $700 million 4.750% senior notes due 2027; and
- $1,000 million 2.625% senior notes due 2030 and $500 million 3.950% senior notes due 2050.
- $500 million 2.250% senior notes due 2028 and $500 million 2.875% senior notes due 2031.
Debt Restructuring / Structured Debt
- Frigoglass S.A.I.C. in connection with its debt restructuring, including the implementation of a scheme of arrangement under the Companies Act 2006 proposed by its subsidiary, Frigoglass Finance B.V. The Scheme related to the restructuring of €250 million 8.25 percent senior notes due 2018 issued by Frigoglass Finance B.V.
- Absa/Barclays, Bank of America Merrill Lynch, Deutsche Bank and JP Morgan in connection with the debt restructuring of the Edcon group.
- The initial purchasers in connection with the US$814 million bond offering by ACWA Power Management and Investments One Limited.
Columbia University School of Law
The London School of Economics and Political Science
Awards & Accolades
- Marwa is ranked in Band 4 for Capital Markets: High-Yield Products for Chambers UK 2022. They note that "Marwa is extremely knowledgeable and response." and "She's a very effective negotiator."
- Marwa is ranked as 'Leading Individual' in High Yield for Legal 500 UK 2022. They note that "Marwa Elborai has vast experience, great level of creativity and problem-solving skills. She’s always available and works around the clock to deliver the best quality legal services to the clients. She’s my go-to person for complex legal questions."
- Marwa is ranked as “Highly Regarded” in IFLR1000 2020.
- Marwa is ranked as “Up and Coming” in High Yield for Chambers UK 2020. They note that “She goes above and beyond client expectations during the whole transaction.”
- Marwa is part of the team that was ranked Tier 1 for Capital Markets High Yield by Legal 500 UK 2018.
- Shearman & Sterling was “Commended” in the category “Managing Complexity & Scale” in the FT European Innovative Lawyer Awards 2018, for its work on the Frigoglass restructuring.
- Shearman & Sterling was honoured for “Corporate Turnaround” at the 10th Annual Turnaround Atlas Awards and Restructuring Forum 2018, for its work on the Frigoglass restructuring.
- Shearman & Sterling was “Highly Commended” at the Legal Business Awards 2018 for Restructuring Team of the Year.
- Shearman & Sterling was awarded “MENA Project Bond of the Year” by IJ Global Awards 2018, “MENA Bond Deal of the Year” by PFI Awards 2017 and “Structured Finance Deal of the Year” by Bonds, Loans & Sukuk Middle East Awards 2017 for its work advising the initial purchasers on the US$814 million bond offering by ACWA Power Management and Investments One Limited.
- Marwa is noted as a “Notable Practitioner” in IFLR1000 2017.
- Shearman & Sterling was awarded “Italian Debt Capital Markets Deal of the Year” by Legalcommunity 2016 for its work advising a syndicate of 20 investment banks in connection with GTECH’s acquisition financing relating to its acquisition of International Game Technology.