Deals round-up, June: Good call
15 July 2013 | By Natalie Stanton
18 November 2013
11 December 2013
11 November 2013
10 February 2014
3 February 2014
Linklaters led the charge in June, becoming worldwide M&A top dog by advising on deals such as Vodafone’s multibillion-euro Kabel takeover. By Natalie Stanton
June was a stellar month for Linklaters, whose work on a number of flagship deals helped propel it into the top spot for M&A deals worldwide. The firm took home 12.4 per cent of total market share among the firms in the top 20, according to Thomson Reuters.
This was partly thanks to advising Vodafone on its €7.7bn (£6.6bn) takeover of German telecoms and media group Kabel Deutschland. Linklaters was also one of the eight firms advising on the high-profile bidding to take Eurasian Natural
Resources Corporation (ENRC) private after a consortium announced a £3bn offer, supported in a response by major shareholder Kazakhmys.
Linklaters played a role advising the Co-operative Bank on its £1.5bn debt restructuring, led by banking and restructuring partner David Ereira. Allen & Overy (A&O) took the lead role for the Co-op, fielding a team led by partners including financial institutions head Alistair Asher (who has since taken up the role of general counsel at the Co-op), global restructuring chief Mark Sterling, corporate partner David Broadley and capital markets partner Matthew Hartley. Brown Rudnick restructuring partner Louise Verrill is advising a campaign representing up to 15,000 retail bondholders raising concerns about the lender’s restructuring.
The Silk Street firm also advised underwriters Goldman Sachs and UBS on the IPO of Royal Mail. Freshfields Bruckhaus Deringer corporate partner Tim Jones is leading for the Department for Business, Innovation and Skills, while Slaughter & May corporate partner John Papanichola is advising Royal Mail.
CMS corporate partner Charles Currier advised Cheung Kong Infrastructure on its €940m acquisition of Dutch energy-from-waste company AVR Afvalverwerking, whose owner Van Gansewinkel Groep, controlled by CVC Capital Partners and Kohlberg Kravis Roberts, was advised by Bas Vletter of Loyens & Loeff (see Deal of the Month).
Debevoise & Plimpton and Hogan Lovells advised on a $64bn (£41.7bn) joint venture between US financial services provider Teachers Insurance and Annuity Associate – College Retirement Equities Fund (TIAA-CREF) and Henderson Global Investors. Debevoise corporate partner Jeremy Hill led for TIAA-CREF, Hogan Lovells corporate partner Guy Potel for Henderson.
Phoenix Equity Partners invested £50m in budget gym operator The Gym. Addleshaw Goddard private equity partner Mike Hinchliffe led for previous owners Bridges, while Eversheds private equity partner James Trevis and tax partner
Russell Warren at Travers Smith advised Phoenix. Hogan Lovells advised Phoenix’s two separate lenders, led by banking partners Stuart Brinkworth and Paul Mullen.
Addleshaws, Freshfields and White & Case had roles in Chinese property developer Dalian Wanda’s first two big investments in the UK. On one of them, corporate partners Alan Wang in Beijing, Simon Weller in Hong Kong and Paddy Ko and Adrian Maguire in London led on the purchase of yacht maker Sunseeker International. White & Case advised Sunseeker and its private equity owners FL Partners, led by Gavin Weir.
Doughty Hanson sold cinema operator Vue Entertainment to Canadian buyers OMERS Private Equity and Alberta Investment Management Corporation (AIMCo) for £935m.
A&O private equity partner Gordon Milne advised OMERS, Ashurst global corporate head Stephen Lloyd led for AIMco and Debevoise corporate partner David Innes advised Vue, while Skadden Arps Slate Meagher & Flom corporate partner Allan Murray-Jones guided Doughty Hanson.
June deals with UK involvement
Hengeler Mueller pinches the top spot this month, after advising on Thomson Reuters’ two highest value M&A deals – Vodafone’s €7.7bn takeover of Kabel Deutschland opposite Linklaters, and private equity house BC Partners’ purchase of Germany’s Springer Science+Business Media for €3.3bn (£2.8bn) across the table from Freshfields and Davis Polk & Wardwell.
For Kabel Deutschland, the firm fielded corporate partners Maximilian Schiessl in Düsseldorf and Achim Herfs in Munich, alongside Berlin regulatory partner Wolfgang Spoerr and Düsseldorf competition partner Christoph Stadler.
Meanwhile, corporate partners Ian Fenn in London, Klaus Hoenig in Düsseldorf and Stephan Oppenhoff in Frankfurt led Linklaters’ advice to Vodafone.
The Vue cinema deal came in as the third biggest of June, with OMERS and AIMCo acquiring the chain from Doughty Hanson. The transaction gave A&O and Skadden a leg-up, enabling them to finish joint ninth in the deal value table.
Deal of the Month: CKI-led consortium’s acquisition of AVR. By Charles Currier, corporate partner, CMS Cameron McKenna
On 17 June a consortium led by Li Ka-Shing’s Cheung Kong Infrastructure (CKI) group entered into an agreement to acquire AVR-Afvalverwerking (AVR) from Van Gansewinkel Groep (VGG) for around HK$9.7bn (£800m). The consortium comprised Cheung Kong Holdings and CKI, each taking a 35 per cent stake, Power Assets Holdings taking a 20 per cent stake and the Li Ka Shing Foundation holding 10 per cent.
AVR is the largest energy-from-waste company in the Netherlands. It is the country’s market leader, commanding a hefty 23 per cent market share of the waste processing industry.
VGG ran a competitive auction for AVR, with a number of financial and strategic bidders rumoured to have submitted bids. The acquisition of AVR was the consortium’s first in Continental Europe, following their purchase of a number of infrastructure assets in the UK including Wales & West Utilities, UK Power Networks and Northumbrian Water.
The AVR deal represented a further investment in the waste sector following the acquisition of EnviroWaste in New Zealand at the beginning of the year.
AVR has many of the characteristics of a utility asset, generating stable cashflows through long-term waste feedstock contracts with municipalities and commercial customers, as well as offtake contracts for steam, district heating and electricity generated at its two waste treatment plants in Rozenburg and Duiven.
The acquisition transaction is subject to customary approvals, including a Central Works Council consultation process as well as approval pursuant to the EU Merger Regulation. Completion of the transaction is expected to take place in Q3 2013.
The legal line-up
For the CKI-led consortium: CMS Cameron McKenna, London (lead corporate partner Charles Currier; corporate associates Rowley Higgs, Michelle Kirkland and Sania Stojanovic; energy partner Robert Lane and associate Hamish McKinnons; banking partners Nancy Eller and Patrick Donegan, senior associate Katie Duffield and associate Mike Marston; competition partner Susan Hankey and associate Christine Graham; IP/IT partners Juan Crosby, senior associate Helen Lou and associate James Besley); CMS Derks Star Busmann, Amsterdam (corporate partner Martika Jonk; energy partner Cecilia van der Weijden; advocaats Jacqueline Feld, Suzanne Reintjes and Dominique Van Voorst tot Voorst; banking partner Eduard Scheenstra; employment and pensions partners Katja van Kranenburg and advocaat Paulus van den Bos; IP and IT advocaat Wouter Seinen)
For VGG: Loyens & Loeff (lead corporate partner Bas Vletter; senior associate Pien van Veersen)
Partner of the Month: Tim Lewis
Firm: Clifford Chance
Position: Partner, corporate
Tim Lewis led a team advising Eurasian Resources Group, a newly incorporated company formed by a consortium of ENRC founders, on its bid to take ENRC private. He was assisted by corporate partners Lee Coney and Mark Carroll and senior associates Amanda Keelan and Katherine Moir. Karen Hodson led on the finance side.
What was your role on this deal?
With the close support of my partners, my role was to co-ordinate the Clifford Chance team’s contribution.
Who assisted you at the firm and in-house?
The project has required quite a large team at Clifford Chance, with particular emphasis on corporate and finance.
I would particularly pick out
partner Karen Hodson, who ran the challenging debt financing for the project and was outstanding.
How did you win the mandate?
The opportunity for the firm to become involved came through
an existing relationship.
What was unique about the structuring of the deal?
The essence of the structuring challenge was to use the shares of Kazakhmys, a London-listed company and independent of the bidder, as part of the consideration to be offered by the bidder, requiring a prospectus in relation to Kazakhmys.
What is the most memorable moment on a deal you’ve worked on?
Every deal has its moments, but sadly none of the better ones can be relayed in these august columns.
Associate of the Month: Joanna Elvidge
Firm: Allen & Overy
Position: Senior associate
Elvidge assisted private equity partner Gordon Milne for OMERS Private Equity in its £935m purchase, alongside Alberta Investment Management Corporation (AIMCo), of cinema operator Vue.
What was your role on the Vue deal?
I was the lead corporate associate and advised OMERS and AIMCo on the M&A, equity funding and legal due diligence aspects.
Who assisted you?
The A&O team is being led by private equity partner Gordon Milne, with additional support from M&A associates Tom Jokelson and Chris Sabine.
Advice on financing is being provided by teams led by partners Jonathan Brownson, Kevin Muzilla and Adam Wells. The A&O team is working closely with in-house counsel Chantal Thibault at OPE and Rod Girard at AIMCo.
What was unique about the structuring of the deal?
The deal involved two Canadian pension funds in equal partnership, providing patient capital and potential funding
for future acquisitions to a business that has recently grown significantly, doubling the number of cinemas under its ownership in the past three years.
Which other deals have you taken the lead on?
I’ve advised consortia bidding for Edinburgh and Stansted airports.
What was the first deal you worked on?
As an NQ the first deals I worked on were the acquisitions of portfolios of cinemas for Empire Cinemas, so the Vue deal brought back memories.