Derivatives & Structured Products
Energy & Commodities
Energy & Commodities Transactions
College of Law - London - PgDL / LPC, 2003
University of Manchester - B.A., 2000
Adam Topping is an associate in the Energy and Commodities Group in Cadwalader's London office.
Adam advises financial institutions, hedge funds, energy companies, utility groups, corporates and high-net-worth individuals on a variety of corporate and finance matters with a particular focus on the commodities sector (including energy, agricultural, shipping and freight, metals and mining). Adam has extensive experience in structured transactions, cross-border finance and security arrangements (including pre-export and receivables finance), general trading matters, financial services and EU and US derivatives reform and related regulatory and compliance matters.
Before joining Cadwalader, Adam spent five and a half years in the Energy Group of another US firm, focusing primarily on the energy and commodities space. He also has spent six months on secondment at two major international investment banks, during which time he advised on a range of structured commodity derivative transactions, assisted with the negotiation of energy trading documentation, advised in relation to the entry into new markets, product areas and cross-border regulatory issues affecting the EU and international energy markets. Adam spent an additional five months on secondment in Washington, D.C., where he assisted on a range of commodity transactions across different product areas.
Before moving to private practice, Adam spent 18 months in-house at BG Group plc working on a variety of international oil, gas and LNG projects, as well as assisting with the negotiation of energy documentation across the supply chain.
Adam has authored a number of articles focusing on a range of legal and regulatory issues affecting the energy and derivatives markets in the UK and EU, including EMIR, MiFID/MiFIR, REMIT and MAD/MAR. He has also written and advised upon the UK Bribery Act.
Adam graduated from the University of Manchester in 2000 and The College of Law, London in 2003.
Representative engagements include:
- Assisting with the UK elements of a number of high profile cross-border CFTC enforcement matters across a number of wholesale commodity and derivatives markets, including allegations of market manipulation of the London Metal Exchange warehousing sector, and allegations of collusion in respect of oil price formation in the Platts Window.
- Advising a major French bank in connection with a US$500 million (with an accordion feature up to an additional 500 million) syndicated secured multicurrency working capital facility for a start-up energy and commodities trading venture. The financing included both U.K. and U.S. borrowers with security being taken in the United Kingdom, the United States, Australia, Canada, Peru, Indonesia, Czech Republic, Slovakia and other jurisdictions.
- Assisting a German bank in connection with its accession as consignor to a €150 million precious metals consignment facility for use by a leading "electrical contacts" producer.
- Advising a German bank in respect of a US$25 million convertible loan extended to a Canadian-mining company for use in respect of the financing of its Malaysian gold exploration and production operations.
- Advising a German bank in connection with a secured, prepaid swap (notional value €65 million) entered into with a French company to finance the exploration and production of onshore oil and gas acreage.
- Representing the arranger in connection with the establishment of a multi-country, multi-currency structured note programme, utilising a Luxembourg SPV which will issue multiple tranches of listed notes backed by tariff receivables arising in connection with electricity generated by solar photovoltaic panels in the United Kingdom.
- Advising a range of UK financial institutions and energy companies in respect of the implementation, interrelationship between, and extraterritorial aspects of, EU and US derivatives reform, in particular, the European Markets Infrastructure Regulation, the revised Markets in Financial Instruments Regulation and Market Abuse Regulation, and the Dodd-Frank Act.
- Advising a consortium of "special situation" investment funds in respect of investments in distressed energy assets, including UK North Sea assets, Scandinavian mining assets, and deep-water heavy-lift vessels for use in oil and gas exploration.
- Advising a FTSE-20 oil and gas multinational in respect of the application of UK derivatives reform and related compliance issues.
- Advising Goldman Sachs in relation to the acquisition of the international energy business of Constellation Energy (with a portfolio including power, gas, coal, carbon and uranium).
- Advising a US investment bank and related parties in relation to the development of a market for the trading of cloud computing capacity as a commodity.
- Advising a UK investment bank in relation to the multi-billion dollar restructuring and close-out of secured derivative transactions used to hedge forward gold price risk.
- Advising on the banking, finance and security issues applicable to the multi-billion dollar restructuring of a UK-based hedge fund.
- Advising energy market participants in relation to the licensing, regulatory and financial services law applicable to their proposed energy sector activities.
- Advising investment banks, hedge funds and energy and commodity companies in developing their templates and further negotiating a wide range of energy commodity trading documentation (including ISDAs, EFETs, NBPs, ZBTs, GTMAs, IETAs and master netting agreements).
- Assisting a range of clients in relation to the formulation of compliance handbooks and training materials, including EU derivatives and UK Bribery Act issues.
- Advising a US-based global retailer in relation to its trading and supply activities in the UK wholesale power market, including related regulatory issues.
- Advising a US-based private equity fund in connection with the UK and US financing and acquisition of a global packaging company.
- Coordinating, reviewing and managing a multi-sector due diligence process across 80 jurisdictions for a leading US investment bank, covering a range of commodities, including power and gas, carbon, financial derivatives, LNG, oil and coal.