Sara Couling is a partner in the Derivatives & Structured Products practice of Shearman & Sterling’s London office.

She has extensive experience of the full range of English law derivatives transactions, together with experience in bank finance, structured finance and debt capital markets. Her practice includes advising borrowers and lenders on fixed income and FX derivatives in connection with leveraged, acquisition and project financing transactions, in both Europe and the Middle East, equity-linked derivatives, including TRSs, prepaid variable forwards and funded collar structures, acting for investors, financial institutions or hedge fund investors, ISDA Master Agreements and collateral and security arrangements, credit default swaps, stock lending and repos, margin lending, clearing documentation, prime brokerage arrangements, debt trading and regulatory requirements relating to over-the-counter and exchange-traded derivatives transactions.

Sara is ranked as a “Next Generation Partner” for Derivatives and Structured Products for Legal 500 UK 2024. Clients note that “Sara Couling is delightful to work with and a great problem solver.”

Lender Representations

• A consortium of international and local banks as lenders to the $3 billion Facility D Independent Water and Power project in Qatar, on its related hedging arrangements. The project involved the construction of a 2,520 MW gas-fired power plant and a 136.5 million gallons per day associated desalination plant near the Qatar Economic Zone, south of Doha. Once operational in 2018, it is expected to be one of the largest power and water facilities in the Middle East.
• Morgan Stanley Senior Funding, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Royal Bank of Canada, as joint lead arrangers, and MCS Capital Markets LLC, as arranger, in connection with a $1 billion cross-border senior secured financing, consisting of a $700 million first lien term loan, a $150 million second lien term loan and a $150 million pan-Atlantic asset-based revolving credit facility, for the leveraged acquisition of CSM NV’s bakery business by Rhône Capital and its affiliates. The financing involved security and guarantees in multiple jurisdictions and complicated intercreditor arrangements.
• The initial purchasers and lenders in connection with a comprehensive refinancing for the German-headquartered Stabilus Group, consisting of a high yield bond and a revolving credit facility. J.P. Morgan, Commerzbank and UBS Investment Bank acted as initial purchasers of the €315 million Senior Secured Notes due 2018. J.P. Morgan and Commerzbank are the lenders under the €25 million revolving credit facility.
• HSBC as mandated lead arranger, agent and security agent in connection with the financing of TPG Growth's acquisition of Frank Recruitment Group from Livingbridge.
• Swap providers in relation to the documentation for hedging the interest rate risk on certain infrastructure project financings in the Middle East and Egypt.

Borrower Representations

• Anglo American plc in its 2015 offering of $850 million 3.625% Senior Notes due 2020 and $650 million 4.875% Senior Notes due 2025, and its 2014 offering of $500 million Senior Floating Rate Notes due 2016 and $500 million 4.125% Senior Notes due 2021, providing UK finance advice.
• Orange Switzerland, a subsidiary of Matterhorn Telecom S.A. and Matterhorn Telecom Holding S.A., on the derivatives arrangements in place in connection with the combined offering by them of CHF 2,016.5 million (equivalent) aggregate principal amount of Senior Secured Notes due 2022 and Senior Notes due 2023.
• Bridgepoint, a major international private equity group focused on investing in market-leading businesses, on its £212 million ($351.55 million) acquisition of Moneycorp from SOF Investments. Moneycorp is one of the largest specialist foreign exchange providers in the market targeting customers through a multi-channel offering, serving both SME corporate and private customers.
• Ziggo N.V. on its refinancing and related hedging arrangements, comprising new €3.3 billion term loan facilities and a new €650 million revolving credit facility in connection with the acquisition of the Ziggo Group by Liberty Global, as well as a tender offer and consent solicitation, and separately an exchange offer, relating to certain of Ziggo's Notes.
• Longstanding client Ziggo B.V. on its inaugural investment grade €1.3 billion refinancing of its existing bank facilities, comprising a €750 million offering of 3.625% Senior Secured Notes due 2020, a senior secured term loan of €150 million and a senior secured revolving credit facility of €400 million, in conjunction with the renegotiation of Ziggo's existing hedging arrangements.
• GE in its acquisition of the aviation business of Avio S.p.A., an Italy-based manufacturer of aviation propulsion components and systems for civil and military aircraft, for $4.3 billion, with respect to the financing and hedging arrangements.
• Longstanding clients Viacom International Media Networks (VIMN) and Lawyers Without Borders on a groundbreaking multimedia campaign to maximise public awareness of the rights and obligations of Kenyans under the Kenya Sexual Offences Act, providing pro bono guidance.

Awards & Accolades

• Sara is ranked as a “Next Generation Partner” for Derivatives and Structured Products for Legal 500 UK 2024. Clients note that “Sara Couling is delightful to work with and a great problem solver.”
• Sara is ranked as a “Rising Star” by Legal 500 UK 2020 for Derivatives (including Commodities).

Professional Affiliations

• Sara is a Member of the Advisory Board of the Women in Law Empowerment Forum