A&O, Linklaters and Slaughters lead as RBS floats Direct Line

Allen & Overy (A&O), Linklaters and Slaughter and May are advising as the Royal Bank of Scotland (RBS) plans to float Direct Line Insurance in one of the biggest IPOs of the year.

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A&O, which is on RBS’s panel, is advising RBS, which has historically used Linklaters for its biggest deals. Linklaters is advising the banks.

A&O’s team advising both RBS and Direct Line is led by London corporate partner David Broadley. He is being assisted by US corporate finance associates Joel Tashjian and Carolyn Tan, and UK corporate associates Anna Crompton, Vinesh Sharma and Michael Bloch, as well as insurance partners Philip Jarvis and Kate McInerney and employee incentives partner Sylvie Watts.

Slaughters corporate partners Andy Ryde, Jeff Twentyman and Robert Chaplin are also advising Direct Line. The Slaughters team also comprises corporate associate Lauren Fahy, IP/IT partner David Ives, IP/IT associate Duncan Blaikie, tax partner Mike Lane and tax associate James Wood.

Linklaters partner Dan Schuster-Woldan has taken the role for joint global co-ordinators Goldman Sachs and Morgan Stanley and joint bookrunner UBS.

RBS said today (14 September) that it would sell at least 25 per cent of the company in the IPO, with no new shares issued.

Background to this deal:

RBS’s decision to instruct A&O appears a noteworthy move by the bank, which has a longstanding relationship with Linklaters. Linklaters has advised it a string of major M&A and equity capital markets (ECM) deals, including its 2007 takeover of ABN Amro (16 April 2007) and its £12bn rights issue in 2008 (23 April 2008). However, almost as established are Linklaters’ ties with Goldman Sachs, which is leading the Direct Line IPO alongside Morgan Stanley. Linklaters has been in a prolonged tussle with Freshfields Bruckhaus Deringer for Goldman Sachs’ ECM mandates, with the magic circle rivals frequently locking horns on deals where the US investment bank is involved (2 January 2012).

A&O and Linklaters are both on RBS’ legal panel, which is currently the subject of a review.

RBS originally instructed A&O for the float but Direct Line, part of RBS, decided in February this year that it needed an independent adviser to guide Direct Line and its directors through the IPO, including preparing the float and advising on the split-off from RBS. A team comprising Direct Line chairman Mike Biggs, finance director John Reizenstein, general counsel Humphrey Tomlinson and CEO Paul Geddes gave an additional role to Slaughters, which advised both the group and its directors, with A&O continuing to advise RBS and Direct Line. Slaughters first spoke to Direct Line in the autumn last year, carring out work for the first time in February,

For more on RBS’s law firm choices, see City analysis