Trade & Export Finance

Major trade and export finance banks and financial institutions involved in trade and export finance around the world rely on the highly respected advice of Sullivan's Trade & Export Finance Group.

The market-leading, multi-award-winning London and New York-based practice advises clients on transactions across a wide range of jurisdictions, with a focus on emerging markets, including Africa, Asia, the Commonwealth of Independent States (CIS), the Middle East and Latin America.

Sullivan provides efficient, partner-led management of clients' trade and export finance interests and challenges. The team acts on complex deals involving all types of commodities, including softs, metals, and oil and gas and provides advisory services in relation to trade credit insurance as well as regulatory and compliance matters connected with the trade and export finance market. The team also counsels clients on fintech transactions and developments that are affecting and improving trade finance, globally.

The team has the depth, the experience and the attitude necessary to help clients to close sophisticated transactions under challenging deadlines. Bringing together multidisciplinary experience involving English law and New York law, as well as advising on cross-border issues and coordinating work on local law issues, the team’s commercially minded lawyers advise on:

• Commodity financing: large syndicated pre-export financings, prepayment transactions, borrowing base, reserve base lending, inventory financings and commodity repos.
• Receivables financing: multi-jurisdictional supply chain finance programs, invoice discounting, factoring and forfaiting transactions.
• Structured financing: asset acquisitions, distribution, securitizations, hedges, credit derivatives and synthetic securitizations.
• Project finance: including infrastructure projects and energy projects.
• Trade services: the use of trade finance instruments and the application of uniform rules of practice.
• Export credit agency (ECA) finance: short, medium and long-term export credit agency and multi-source finance.
• Digitalization of trade finance, fintech and electronic banking: legal issues relation to fintech, blockchain, electronic banking, digitalization of trade finance and electronic payment undertakings (ePU).
• Insurance: advising insureds, banks and financial institutions, insurance brokers, and investment funds on commercial insurance arrangements including those which support structured trade, commodity and pre-export financing, from policy wording negotiations to contested claims.
• Trade disputes: representing clients in risk mitigation and dispute resolution including arbitration, expert determination, court and all forms of alternative dispute resolution.
• Debt restructuring: restructuring and workout advice arising from intricate debt structures and rescheduling of debts across jurisdictions, including insurance and dispute resolution issues.
• Compliance & regulation: advising on regulatory (Basel III), bribery and corruption issues, sanctions matters, anti-money laundering and counter terrorism issues, particularly in connection with trade and export finance.

Clients & Industry Bodies

More than 50 major trade and export finance banks and financial institutions turn to Sullivan’s Trade & Export Finance Group for advice.

In addition, clients include investment funds, corporate borrowers, agents and trustees, national and international organizations, the insurance market and non-bank financial institutions (NBFIs).

The practice acts extensively for industry bodies including BAFT (the Bankers Association for Finance & Trade), ITFA (the International Trade and Forfaiting Association) and the ICC (the International Chamber of Commerce) on documentation and rules promulgated by them in trade finance. These include BAFT’s Master Participation Agreements (see Case Studies, below), ITFA’s new Uniform Rules for Transferable Electronic Payment Obligations (URTEPO) and the rules on the use of digital payment obligations, as well as the ICC on its Uniform Rules for Digital Trade Transactions (URDTT).

Accolades

Awards

• Global Trade Review
  GTR named Sullivan “Best Trade or Supply Chain Finance Law Firm” at the GTR Leaders in Trade Awards in 2022.
• The firm was also named “Law Firm of the Year” in the category Leaders in Trade for Innovation at the 2021 GTR Leaders in Trade Awards, and “Best Trade Finance Law Firm” at the GTR Leaders in Trade Awards in 2020 and 2019.
• Trade Finance Global
  Sullivan was named "Best Trade Finance Law Firm" in its International Trade Awards in 2022 and 2019.
• Trade Finance Magazine
  Sullivan was named "Best Law Firm of the Year"at its Trade Finance Awards for Excellence, 2019.

Directories

• Chambers UK, 2023
  Chambers UK, 2023 ranked Sullivan for Commodities: Trade Finance (UK-wide)
  Geoffrey Wynne and Simon Cook are both ranked in Tier 1, Mark Norris in Tier 3 and Sam Fowler-Holmes is recognised as an “Up and Coming” lawyer.
• The Legal 500 UK, 2023
  Sullivan is ranked in Tier 1 for Trade Finance by The Legal 500 UK, 2023 for the ninth year running and described as having “deep expertise in trade and working capital finance in the UK market, and a good understanding of how technology is evolving in this space.”
  Geoffrey Wynne is included as a Leading Individual for Trade Finance in the “Hall of Fame”.
  Simon Cook and Mark Norris are recognised as Leading Individuals, Sam Fowler-Holmes is recognised as a Next Generation Partner and Hannah Fearn as a Rising Star.
• IFLR1000, 2023
  Sullivan is recognised for Banking Lending - Lender Side, United Kingdom, in IFLR1000’s Banking and Finance Guide, 2023
  Geoffrey Wynne is ranked as a Leading Lawyer – Highly Regarded in the United Kingdom.

Publications

• Together with Deutsche Bank and ITFA, Sullivan recently published the 3rd Edition of "A Guide to Receivables Finance." Edited by Geoffrey Wynne, and fully updated together with several market-leading industry experts, the third edition examines the changes that have occurred in law and practice for all those who participate in receivables finance, including across digitalization, fintech and regulation.
• The 2nd Edition of “A Practitioner's Guide to Trade and Commodity Finance,” was published in 2021 by Sweet & Maxwell, a division of Thomson Reuters. Edited by Geoffrey Wynne, with Jacqueline Cook as in-house editor, the guide covers all aspects of trade and commodity finance, from pre-export and structured trade finance to the rise of supply chain finance as part of the techniques involved in receivables finance. This latest edition was extensively updated by the team in London and expands the first edition to cover developments in law and practice in this area.

Representative Client Work

Recent transactions include advising the following:

• Lloyds Bank on the template structure for what is described as the UK’s first digital ‘promissory note’ purchase, structured in this specific way. It represents the first transaction to use ITFA’s Digital Negotiable Instrument initiative (DNI) issued using Enigio’s solution trace; original.
• African Export-Import Bank on two multi-bank financings for a major southern African utility company secured on the back of utility receivables, to finance amongst other the development/expansion of the borrower’s physical infrastructure; and factoring financings for a number of the bank’s SME customers across various African jurisdictions.
• Marco Polo Network, the world's first blockchain-enabled, distributed network of trade finance and payment solutions to produce two rulebooks for its Marco Polo platforms under English law and the equivalents under New York law.
• ITFA on the development and launch of the new Uniform Rules for Transferable Electronic Payment Obligations (URTEPO). As new technology and legislation enables the creation of electronic payment obligations, this new - and unique - set of rules covers the transfer of these obligations.
• The ITFA Board in connection with various market-led insurance related matters. In September 2021, ITFA and Sullivan & Worcester issued joint guidance to ITFA members on the use of compounded Risk-Free Reference Term Rates in Trade and Export Finance as a replacement for LIBOR.
• ITFA’s Insurance Committee on its move towards the development of a Basel III trade credit insurance policy form. The result of three years of work and negotiations, it was released in October 2021. This new form covers receivables policies and is also a platform for devising compliant policies for other situations and products to encourage banks, insurance companies, law firms and brokers to move in the same direction to grow the overall industry.
• BAFT in updating its English law and New York law Master Participation Agreements (MPA) and associated usage guidelines, to reflect the cessation of the use of LIBOR. The suite of MPAs are industry standard documents used by banks and their counterparties around the globe to facilitate the buying and selling of country and bank trade-related assets. (See case study pull out).
• JP Morgan and UKEF on a $92 million loan to the Ministry of Finance and Economy, Ghana and the Ministry of Roads and Highways, Ghana for the upgrading of a 17km stretch of the existing Tema-Aflao Road in the greater Accra region.
• UK Export Finance (UKEF), as lender, and Nedbank CIB of South Africa, as agent, in relation to a loan to finance a health infrastructure project, to be delivered by NMS Infrastructure Limited. It is provided under a £244 million contract to design, construct, equip and operate three 200-bed district hospitals and 108 21-bed rural healthcare clinics in Zambia. The loan is the first of its kind by the UK Government into Zambia and the largest ever direct loan from the UK into the continent of Africa.
• Contracta UK in relation to a number of transactions including a £110 million investment to be provided to upgrade the Kumasi teaching hospital, the main regional hospital for the Ashanti region in south Ghana.
• NMS Infrastructure in relation to a UKEF-backed €326 million project with the Côte d’Ivoire Ministry of Health and Public Hygiene for the design, construction and equipping of six new hospitals, as well as post-completion training and technical support.
• Sullivan advises many of its bank and financial institution clients on the use of insurance as a means of risk transfer across a variety of transactions including project finance, receivables finance trade and commodity and export credit finance. It also advises clients on the use of insurance by credit institutions and investments firms as credit risk mitigation for capital adequacy purposes under the UK Capital Requirements Regulation.