Together with

Table of Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• IN OTHER NEWS 🗞

• AROUND THE WEB 🌐

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

Super excited to be partnering with Clifford Chance this year (and on today’s newsletter!)

Together, we’re answering the question:

What kind of work do Clifford Chance lawyers actually do?

If you’re applying to commercial law firms, you’ll know the struggle — law firm websites can sounds the same. That makes it hard to picture what trainees and lawyers actually work on day to day.

Clifford Chance is working with us to solve that.

So, in today’s newsletter, we’re breaking down a real-life Clifford Chance finance transaction so you can see what the job looks like in practice.

Once you’ve read it, tell me:

– Idin

P.S. Their TC application is open right now (apply here)

FEATURED REPORT 📰

💷 Behind the scenes of a £750 million refinancing (with Clifford Chance)

What’s going on here?

Earlier this year, Clifford Chance advised wealth manager True Potential (and its private equity owner Cinven) on a £750 million refinancing.

Clifford Chance’s London Financial Markets team led the work, advising on capital markets regulation, debt structuring, and the execution of the refinancing — all under tight timelines.

Why would a company refinance?

Companies do this when they want to change the terms of their borrowing. For example, they might want a lower interest rate or more time to repay.

In this case, True Potential is owned by a private equity firm called Cinven. Private equity deals usually involve “leverage”. That means the firm uses borrowed money as well as its investors’ capital to fund the purchase of a company. The interest on the debt is then paid using the earnings by the company they bought, in this case, True Potential.

Paying back this debt ends up being one of the company’s biggest costs. So refinancing is a way to bring those costs down.

Aside from lowering costs, refinancing can help:

• 💷 Raise new capital: To fund growth or acquisitions

• 📤 Return cash to investors: Sometimes, the company takes on new debt and uses the money to pay out cash to its owner (the private equity fund). This is called a dividend recapitalisation.

How was this refinancing set up?

True Potential raised new debt in three parts:

• €400 million in euro-denominated bonds

• £405 million in sterling bonds

• An extension of a £120 million revolving credit facility

Each of these three played a specific role in the refinancing.

💶 Euro-denominated bonds: These are bonds sold in euros to investors in international markets.

By issuing euro-denominated bonds, True Potential could raise money from a wider group of investors – not just those in the UK with pounds to invest, but also investors in Europe and globally with euros to deploy.

At the time of the deal, more investors were active in the euro bond market. That meant a bigger supply of potential lenders, which can help a company (like True Potential) borrow on better terms.

💷 Sterling bonds: These are just like euro-denominated bonds, but sold in pounds.

True Potential earns most of its money in pounds, so borrowing in the same currency made sense – it meant the company doesn’t have to worry about exchange rates changing and making repayments more expensive.

Having debt in the same currency as your cash flow helps keep costs predictable.

🔁 Revolving credit facility (RCF): An RCF works a bit like a company-sized credit card. It lets the business borrow up to a set limit, repay what it’s used, and borrow again when needed (only paying interest on what it uses).

It’s usually used for short-term costs, like small acquisitions or day-to-day spending.

Private equity-backed companies usually use a mix of term debt (like bonds) and RCFs. This gives them flexibility while managing long-term costs.

What do lawyers do in a refinancing like this?

When a company refinances, timing is crucial. Market conditions change quickly, so lawyers need to act fast to get all the legal work done while borrowing conditions are still good.

📃 Preparing the offering memorandum: The key document in a bond refinancing is the offering memorandum.

It explains the company in enough detail for investors to decide whether to lend money.

It covers:

• The company’s financial results

• The business model and operations

  Strategic strengths and growth plans

• Key risks investors should be aware of

For True Potential, the offering memorandum ran to more than 500 pages.

Clifford Chance’s financial markets team led the drafting, but lawyers from other teams (including tax, insolvency, and litigation) contributed for the specialist sections.

🖋️ Drafting the debt documents: In addition to the offering memorandum, the legal team negotiated and prepared the documents that actually created the new debt.

This included:

• The bond terms for both the sterling and euro-denominated bonds (documented in an “indenture”)

• The terms of the revolving credit facility (called the “RCF agreement”)

• The security documents that protect lenders’ interests if the borrower defaults (for example, a “debenture”, “charge”, or “security agreement”).

These contracts had to reflect the commercial terms of the deal and comply with relevant regulations.

☑️ Approvals and execution: The lawyers also checked that the deal was properly approved.

They confirmed that True Potential and any guarantors had passed the right board resolutions and had the legal power to enter into the new debt structure.

Interested in applying to Clifford Chance?

Why is New York law involved in a UK deal?

True Potential is a UK company, owned by a UK private equity firm. Most of the lawyers were also based in the UK.

So why did New York matter here?

Well, the bonds in this refinancing were governed by New York law. This is very common in large bond deals around the world.

And that’s because investors trust New York law.

• The legal rules are well-developed

• New York courts regularly handle complex financial contracts

• Investors feel more confident about how disputes will be decided

To deal with this, Clifford Chance made use of its London-based US securities team.

They worked with the English-qualified lawyers to make sure the deal met both sets of legal requirements.

So even though True Potential only operates in the UK, the legal work still crossed borders — which is normal for international debt transactions.

What can aspiring lawyers learn from this deal?

This deal shows what refinancing looks like in practice — and how lawyers help make it happen.

It’s not just about drafting the documents. It’s about understanding timing, markets, and what the client needs.

Here are three key takeaways:

1. 🕒 Speed is crucial: The deal had to move fast to take advantage of a narrow market window. That meant working quickly without sacrificing accuracy. Lawyers had to get everything signed and ready before market conditions changed.
   

2. 🧠 Teamwork matters: This was a cross-practice deal. Clifford Chance used its specialist lawyers from capital markets, tax, litigation, and insolvency — including its US securities team in London. That kind of coordination is common in international finance deals.
   

3. 🧾 Details are important: The offering memorandum was over 500 pages long. Every number, statement, and risk disclosure had to be correct. Junior lawyers helped review and update the document to make sure investors got a clear, accurate picture of the business.

Trainees and junior associates were given real responsibility in this transaction — from drafting updates to managing the signing process.

That hands-on work helped build confidence and develop key skills: attention to detail, organisation, and clear communication.

This is what Clifford Chance aims to do — give trainees meaningful experience to help them grow quickly.

Want to apply to Clifford Chance?

IN OTHER NEWS 🗞

• 🖼️ The High Court has rejected Getty Images’ main claim that Stability AI illegally copied its photos to train an AI model. In this landmark case, judges said the AI model isn’t an infringing copy under UK law. Getty only won a small trademark point involving older models showing watermarks. Lawyers say it’s a big win for Stability AI, but it leaves a gap in the law. The creative sector is now pushing for clearer rules on how copyright should work with AI.

• 🚕 London could be the first European city to allow fully driverless taxis, but lawyers say the law isn’t ready. The Automated Vehicles Act has passed, yet key rules on safety, liability, and data are still missing. Waymo and UK start-up Wayve plan trials with a safety driver next year, though some lawyers say 2027 is more realistic. The government is keen, but there are worries about data access, training cars for London’s chaotic roads, and how crashes will be handled.

• 🇸🇦 More UK law firms are still opening offices in Saudi Arabia. This week, Gowling WLG has opened in Riyadh via a joint venture with a local lawyer, while Stephenson Harwood plans offices in Riyadh and Al Khobar next year. Saudi’s legal market is growing fast, and firms like Reed Smith have already made the move. Gowling will focus on areas like IP, tech, and energy, and Stephenson Harwood will launch with a new corporate team.

AROUND THE WEB 🌐

• 🧵 Handy: This site lets you compare clothing sizes across brands

• 📚 Language: The 2025 Word of the Year has been decided (teachers will hate it)

• 🎧 Music: A live dashboard tracking the top 500 artists in real time across different platforms

STUFF THAT MIGHT HELP YOU 👌

• 💻️ Free application advice: Check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.

• 📁 Law firm application bank: A growing library of real, verified successful applications for training contracts and vacation schemes. Helpful if you want to learn from others who answered the same questions you’re stuck on.

• 📝 Write winning law firm applications: A practical course to help you write clearer applications, faster. Avoid common mistakes, learn how to structure answers properly, and get lifetime access to future updates. Try it for 14 days, risk-free.