Yolande Murphy
Senior Associate | Cape Town
Contact
T: +27 21 480 7941
Overview
Yolande has experience in leveraged finance, general corporate finance, real estate finance, syndicated lending, sustainable finance, cross‑border finance, debt restructuring, stream financing, preference share funding, structured finance and project finance, as well as general corporate and commercial matters. Yolande has assisted various financial institutions and banks, as well as borrowers involved in these transactions.
Experience
Yolande has acted for:
- Sanlam Life Insurance Limited (acting through SAI Specialised Credit) on an USD 110 million English‑law governed facility to Climate Aggregator B.V. (a wholly‑owned subsidiary of Climate Fund Managers B.V.) to fund its investment in Coöperatief Ci2 Construction Equity Fund U.A. The facility benefits from a back‑to‑back guarantee from CFM, itself backed by a EUR 205 million 100% covered investor guarantee issued by the EU to CFM under the European Commission’s EFSD+ guarantee programme for the Ocean and Climate Finance Facility. Ensured the interplay between the EC Guarantee and the back‑to‑back guarantee aligned with the facility’s priority‑of‑payments mechanics and the strict inclusion regime (inclusion notices, cover start/stop dates and portfolio‑level risk constraints). The structure aims to catalyse scale in blended finance by granting Sanlam, as senior private lender, a first call on EC guarantee proceeds through an enforceable priority of payments under English law with robust Dutch security over accounts. The investment by Climate Aggregator was critical in enabling final close of CI2 at USD 1.065 billion, making it the largest climate adaptation infrastructure fund in emerging markets.
- Absa Bank Limited in relation to the formation of the African Rainbow Energy Fund Partnership (the Partnership), a private-equity renewable-energy-investment-fund in partnership with African Rainbow Energy and Power Proprietary Limited (AREP). As part of the transaction, Absa transferred a large portion of its project financing loan facilities made available to various independent power projects (Reference Assets) to a newly established debt special purpose vehicle (SPV), wholly owned by the new fund. Absa advanced facilities of up to ZAR 5 billion to the SPV for the purposes of acquiring the Reference Assets.
- FirstRand Bank Limited (acting through its Rand Merchant Bank division) on the provision of acquisition finance for the large and complex acquisition by Old Mutual Private Equity of Long4Life Limited (an investment holding company that was listed on the Johannesburg Stock Exchange) by way of a scheme of arrangement in terms of section 114 of the Companies Act and the subsequent corporate restructuring and refinancing of the L4L group. The deal was valued at ZAR 4.2 billion, which was funded through a combination of debt and equity.
- A group of companies and private equity funds in the renewable energy sector in connection with a senior term facility and bridge loan facility made available to it by a large South African bank, which was used to, amongst other things, settle historic hybrid interest intruments. Our client, in turn, issued new hybrid interest instruments to affiliates to refinance its investments in project companies. We subsequently assisted the client with preference share funding to settle the bridge loan facility.
- FirstRand Bank Limited (acting through its Rand Merchant Bank division), The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) and the other lenders in respect of the amendments, consents and waivers required by Distell Limited and its affiliates for the implementation of the scheme of arrangement pursuant to which Heineken International B.V. indirectly acquired a majority stake in Distell Group Holdings.
- Investec Bank Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division) in the financial restructuring and refinancing of the Barron Group, one of the largest branding, clothing and apparel producers in southern Africa.
- A group of companies in the higher education space in relation to the funding of the management buyout of a private equity investor. The funding package consisted of a ZAR 430 million bridge facility and ZAR 500 million revolving credit facility agreement advanced by 2 South African banks, which was secured by a pledge and cession of shares and bank accounts by the borrower and a guarantee, pledge and cession of shares and certain other assets by the guarantor (being the holding company).
- RMB and Nedbank (the Funders) in relation to (i) senior and mezzanine term funding advanced by RMB to a property company to partially fund the acquisition of a new property portfolio, (ii) preference share funding advanced by the Funders to a newly incorporated SPV and shareholder of the property company, and (iii) bridge funding advanced by RMB to one of the shareholders, as well as the equity shareholder loans advanced by the other shareholders (the Transaction). The aggregate value of the funding advanced by the Funders was ZAR 634 million. We assisted with putting in place a security SPV structure for purposes of the Transaction and drafting the finance documents for the debt workstream, which included the common terms agreement, facility agreements and security documents. The complex multi‑disciplinary structure required tight coordination across finance, tax, property and corporate teams.
- RMB, Standard Bank Mauritius and Sanlam Specialised Finance in relation to the sustainability-linked financing and syndication of a multi-currency facility to AECI Limited and AECI Mauritius Ltd to the value of ZAR 3.025 billion.
- Optasia (a global fintech services provider known for its leading AI financial services platform used in providing mobile financial services, airtime credit & airtime advance services, handset loans and big data analytics to individual borrowers in emerging markets) on the USD 175 million funding package advanced by RMB and SBSA to it for purposes of refinancing existing debt and providing growth funding to fund its expansion in Sub-Saharan Africa. Implementing the cross-jurisdictional security package required Bowmans to coordinate between local counsel in UAE, BVI, South Africa and Greece.
- africa, a Mauritian-based African data centre operator, in respect of two USD-denominated term loan facilities to the value of USD 27.5 million obtained from RMB to fast-track its regional expansion in its East African markets including Djibouti, Ethiopia and Tanzania.
- A black‑owned financial services and investments group on refinancing its preference share funding (aggregate ZAR 4.1 billion) with four local financiers, including extensions of redemption dates, amended dividend rates, and standardised financial/security covenants. Managed staggered refinancings across multiple back‑to‑back preference share structures (bank preference share vehicles upstreaming to group entities), with extensive company secretarial processes, CIPC filings, inter‑creditor security releases and complex tax structuring.
- A Dutch for-profit climate change investment manager in relation to funding to be provided to a project company undertaking a large-scale water treatment plant at a gold mine. The funding consisted of USD 12,2 million loan funding linked to certain sustainability principles and ZAR 25 million preference share funding. As part of the loan funding package, we set up a security SPV structure, pursuant to which the security SPV would guarantee the performance by the borrower of its obligations to the lender, backed by a counter-indemnity by the borrower and certain other security providers in the group. In turn, the borrower and security providers granted a full project finance security package to the security SPV. All these documents were drafted on an evergreen basis, to allow the borrower to refinance the loans and have the security remain intact. Appropriate exit mechanisms in the preference share terms and by way of a put option and indemnity had to be put in place as it relates to the preference share funding.
- as South African legal counsel for Franco-Nevada (Barbados) Corporation in relation to a USD 500 million streaming agreement concluded with a listed South African mining company, pursuant to which the funding was made available to the mining company in exchange for the sale of gold and platinum streams at certain of its mines. This required an extensive due diligence of the mining company and the negotiation of appropriate representations and warranties with reference to the findings.
Awards
Received a Graduate Excellence Award for being a top performer in the College of Law.
AREA OF EXPERTISE
Qualifications
LLB degree from the University of South Africa (awarded cum laude).
INSIGHTS
Overview
Yolande has experience in leveraged finance, general corporate finance, real estate finance, syndicated lending, sustainable finance, cross‑border finance, debt restructuring, stream financing, preference share funding, structured finance and project finance, as well as general corporate and commercial matters. Yolande has assisted various financial institutions and banks, as well as borrowers involved in these transactions.
Experience
Yolande has acted for:
- Sanlam Life Insurance Limited (acting through SAI Specialised Credit) on an USD 110 million English‑law governed facility to Climate Aggregator B.V. (a wholly‑owned subsidiary of Climate Fund Managers B.V.) to fund its investment in Coöperatief Ci2 Construction Equity Fund U.A. The facility benefits from a back‑to‑back guarantee from CFM, itself backed by a EUR 205 million 100% covered investor guarantee issued by the EU to CFM under the European Commission’s EFSD+ guarantee programme for the Ocean and Climate Finance Facility. Ensured the interplay between the EC Guarantee and the back‑to‑back guarantee aligned with the facility’s priority‑of‑payments mechanics and the strict inclusion regime (inclusion notices, cover start/stop dates and portfolio‑level risk constraints). The structure aims to catalyse scale in blended finance by granting Sanlam, as senior private lender, a first call on EC guarantee proceeds through an enforceable priority of payments under English law with robust Dutch security over accounts. The investment by Climate Aggregator was critical in enabling final close of CI2 at USD 1.065 billion, making it the largest climate adaptation infrastructure fund in emerging markets.
- Absa Bank Limited in relation to the formation of the African Rainbow Energy Fund Partnership (the Partnership), a private-equity renewable-energy-investment-fund in partnership with African Rainbow Energy and Power Proprietary Limited (AREP). As part of the transaction, Absa transferred a large portion of its project financing loan facilities made available to various independent power projects (Reference Assets) to a newly established debt special purpose vehicle (SPV), wholly owned by the new fund. Absa advanced facilities of up to ZAR 5 billion to the SPV for the purposes of acquiring the Reference Assets.
- FirstRand Bank Limited (acting through its Rand Merchant Bank division) on the provision of acquisition finance for the large and complex acquisition by Old Mutual Private Equity of Long4Life Limited (an investment holding company that was listed on the Johannesburg Stock Exchange) by way of a scheme of arrangement in terms of section 114 of the Companies Act and the subsequent corporate restructuring and refinancing of the L4L group. The deal was valued at ZAR 4.2 billion, which was funded through a combination of debt and equity.
- A group of companies and private equity funds in the renewable energy sector in connection with a senior term facility and bridge loan facility made available to it by a large South African bank, which was used to, amongst other things, settle historic hybrid interest intruments. Our client, in turn, issued new hybrid interest instruments to affiliates to refinance its investments in project companies. We subsequently assisted the client with preference share funding to settle the bridge loan facility.
- FirstRand Bank Limited (acting through its Rand Merchant Bank division), The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) and the other lenders in respect of the amendments, consents and waivers required by Distell Limited and its affiliates for the implementation of the scheme of arrangement pursuant to which Heineken International B.V. indirectly acquired a majority stake in Distell Group Holdings.
- Investec Bank Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division) in the financial restructuring and refinancing of the Barron Group, one of the largest branding, clothing and apparel producers in southern Africa.
- A group of companies in the higher education space in relation to the funding of the management buyout of a private equity investor. The funding package consisted of a ZAR 430 million bridge facility and ZAR 500 million revolving credit facility agreement advanced by 2 South African banks, which was secured by a pledge and cession of shares and bank accounts by the borrower and a guarantee, pledge and cession of shares and certain other assets by the guarantor (being the holding company).
- RMB and Nedbank (the Funders) in relation to (i) senior and mezzanine term funding advanced by RMB to a property company to partially fund the acquisition of a new property portfolio, (ii) preference share funding advanced by the Funders to a newly incorporated SPV and shareholder of the property company, and (iii) bridge funding advanced by RMB to one of the shareholders, as well as the equity shareholder loans advanced by the other shareholders (the Transaction). The aggregate value of the funding advanced by the Funders was ZAR 634 million. We assisted with putting in place a security SPV structure for purposes of the Transaction and drafting the finance documents for the debt workstream, which included the common terms agreement, facility agreements and security documents. The complex multi‑disciplinary structure required tight coordination across finance, tax, property and corporate teams.
- RMB, Standard Bank Mauritius and Sanlam Specialised Finance in relation to the sustainability-linked financing and syndication of a multi-currency facility to AECI Limited and AECI Mauritius Ltd to the value of ZAR 3.025 billion.
- Optasia (a global fintech services provider known for its leading AI financial services platform used in providing mobile financial services, airtime credit & airtime advance services, handset loans and big data analytics to individual borrowers in emerging markets) on the USD 175 million funding package advanced by RMB and SBSA to it for purposes of refinancing existing debt and providing growth funding to fund its expansion in Sub-Saharan Africa. Implementing the cross-jurisdictional security package required Bowmans to coordinate between local counsel in UAE, BVI, South Africa and Greece.
- africa, a Mauritian-based African data centre operator, in respect of two USD-denominated term loan facilities to the value of USD 27.5 million obtained from RMB to fast-track its regional expansion in its East African markets including Djibouti, Ethiopia and Tanzania.
- A black‑owned financial services and investments group on refinancing its preference share funding (aggregate ZAR 4.1 billion) with four local financiers, including extensions of redemption dates, amended dividend rates, and standardised financial/security covenants. Managed staggered refinancings across multiple back‑to‑back preference share structures (bank preference share vehicles upstreaming to group entities), with extensive company secretarial processes, CIPC filings, inter‑creditor security releases and complex tax structuring.
- A Dutch for-profit climate change investment manager in relation to funding to be provided to a project company undertaking a large-scale water treatment plant at a gold mine. The funding consisted of USD 12,2 million loan funding linked to certain sustainability principles and ZAR 25 million preference share funding. As part of the loan funding package, we set up a security SPV structure, pursuant to which the security SPV would guarantee the performance by the borrower of its obligations to the lender, backed by a counter-indemnity by the borrower and certain other security providers in the group. In turn, the borrower and security providers granted a full project finance security package to the security SPV. All these documents were drafted on an evergreen basis, to allow the borrower to refinance the loans and have the security remain intact. Appropriate exit mechanisms in the preference share terms and by way of a put option and indemnity had to be put in place as it relates to the preference share funding.
- as South African legal counsel for Franco-Nevada (Barbados) Corporation in relation to a USD 500 million streaming agreement concluded with a listed South African mining company, pursuant to which the funding was made available to the mining company in exchange for the sale of gold and platinum streams at certain of its mines. This required an extensive due diligence of the mining company and the negotiation of appropriate representations and warranties with reference to the findings.
Awards
Received a Graduate Excellence Award for being a top performer in the College of Law.
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