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.” Marwa is ranked in Band 4 for Capital Markets: High-Yield Products for Chambers UK 2022. They note that “Marwa is extremely knowledgeable and responsive” and “She's a very effective negotiator.”

High Yield – Initial Purchasers

• The financing sources to The Access Group in connection with a marquee refinancing transaction and the financing of a substantial further investment by its shareholders, Hg and TA Associates.
• The financing sources in connection with a consortium of investors in relation to their co-investment Atalanta B.C.
• The lenders in connection with the financing in support of CVC Capital Partners’ acquisition of RGI from Corsair.
• The initial purchasers in connection with T-Mobile Netherlands' €1.35 billion bond financing.
• Lenders on the financing of TDR Capital's £563 million public-to-private acquisition of Arrow Global, as well as the arrangers on the £1.2 billion bond financing and new £285 million revolving credit facility and intercreditor agreement.
• 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 lead arrangers in connection with the financing of the €5.1 billion acquisition by Apax Funds and Warburg Pincus of the entire issued share capital of T-Mobile Netherlands Holding B.V.
• Initial purchasers in connection with the £165 million offering, consent solicitation and senior TLB exchange of Stonegate Pub Company, a TDR Capital portfolio company.
• 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 Senior Notes.
• 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 in connection with Stonegate Pub Company Limited’s private placement of $500 million senior secured notes and in connection with its private placement of an additional £120 million senior secured notes by Stonegate Pub Company Financing 2019 plc, a TDR Capital Portfolio company.
• AlbaCore Capital Group, a European credit manager, as note purchaser in connection with the placement of Senior Secured PIK Toggle Notes 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 senior notes.
• 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 senior secured notes and £100 million senior secured floating rate notes 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 senior secured notes 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 senior secured notes 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 senior notes.
• 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, and its offering of $375 million of new senior notes. 
• 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. in connection with 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 senior notes and senior notes 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 $2 billion fixed rate and sustainability-linked bond financing, €1.5 billion notes offering and €1.1 billion notes offering.
• The underwriters in connection with ArcelorMittal’s notes offering.
• Anglo American in connection with multiple offerings including:
  • $1.25 billion senior notes offering.
  • $1.3 billion senior notes offering.
  • $1,000 million senior notes due 2030 and $500 million senior notes.
  • $500 million senior notes due 2028 and $500 million senior notes.

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 $814 million bond offering by ACWA Power Management and Investments One Limited.

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 responsive” 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 2022.
• 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 $814 million bond offering by ACWA Power Management and Investments One Limited.
• 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.