Image of Sara Couling

Sara Couling

Partner

Email

sara.couling@aoshearman.com

Phone

+44 20 7655 5133

Offices

London

V-CARD
Sara is a derivatives and structured finance specialist. 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, infrastructure and project financing transactions, equity-linked derivatives (including strategic positions, TRSs, prepaid variable forwards, funded collar structures and structured share buybacks), ISDA Master Agreements and collateral and security arrangements, credit default swaps, stock lending and repos, margin lending involving a wide range of institutions, corporates and sponsors and jurisdictions, secured borrowing base facilities and investment structures and securitisations, clearing documentation, clearing house documentation and associated liquidity arrangements, prime brokerage arrangements, debt trading and regulatory requirements relating to over-the-counter and exchange-traded derivatives transactions.

Sara advises corporates, financial institutions, funds, a clearing house, asset managers, private equity firms, sovereigns and hedge fund investors in Europe and the Middle East.

Experience

Representative matters

  • A consortium of international and local banks, as lenders, on 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. 
  • Mubadala Capital, the financial investment arm of Mubadala Investment Company, a sovereign investor owned by the Government of Abu Dhabi, in connection with the establishment of an evergreen origination platform with Barings, one of the world’s leading financial services firms, to provide financing solutions to European middle-market businesses, demonstrating the continuing evolution of Mubadala's investment strategy. 
  • The note purchasers, lenders and various agents and account banks and hedging banks on a tiered refinancing comprising a project financing to Shuaibah Two Water Development Project Company (STPC) and a private placement notes issuance by a DIFC issuer at a different level in the corporate structure.
  • 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.
  • GE on 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.
  • 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.
  • Lenders and hedging banks on the $652.3 million financing of the Central Termica de Temane power project in Mozambique, which was awarded “Africa Power Deal of the Year” in the prestigious PFI Awards.  Lenders in the project included international development funds and the project was expected to provide electricity to meet the demand of 1.5 million households and contribute about 14 percent of the electricity supply capacity available to meet demand in Mozambique.
  • HSBC, as mandated lead arranger, agent and security agent, on the financing of TPG Growth’s acquisition of Frank Recruitment Group from Livingbridge.
  • Swap providers on the documentation for hedging the interest rate risk on certain infrastructure project financings in the Middle East and Egypt.
  • Anglo American plc on 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.
  • 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.

Pro bono

  • Viacom International Media Networks (VIMN) and Lawyers Without Borders on a ground-breaking multimedia campaign to maximise public awareness of the rights and obligations of Kenyans under the Kenya Sexual Offences Act, providing pro bono guidance.

Leadership Positions And Professional Affiliations

Member, Advisory Board of the Women in Law Empowerment Forum

Recognition

“Sara Couling is delightful to work with and a great problem solver.”
Legal 500 UK, 2024
“Sara Couling knew the structure of the facility and the issues we were facing when comments came back from the borrower. [She] made good suggestions on how to work around certain issues. […] Amazing to work with and explained the consequences […] of the inserts included in the documents.”
Legal 500 UK, 2022

Awards

  • Next Generation Partner for Derivatives and Structured Products, Legal 500 UK, 2023 - 2024 
  • Rising Star for Derivatives (including Commodities), Legal 500 UK, 2022

Qualifications

Admissions

England & Wales, 2011

Academic

LL.B., Law, Exeter University, 2007
LPC (Distinction), The College of Law, Guildford, 2008

Languages

English
Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.