Finance roundup

Review of the year


Bradford & Bingley sets up commercial law panel
Bradford & Bingley set up its first ever formal legal panel for corporate and commercial work. The bank used a number of firms on an ad hoc basis but its plan was to instruct only those firms that made it on to the panel (12 February).

ABN Amro shake-up sees panel come under review
ABN Amro shook up its legal panel as part of a global rationalisation and reorganisation drive. The in-house legal department wanted to reduce legal fees and began conducting informal interviews with each of its firms. The move coincided with the arrival of Laurie Adams, former general counsel at Citigroup, who joined the bank in September 2000 as head of legal for its wholesale banking unit. Among others, the bank used Clifford Chance, Allen & Overy and Linklaters & Alliance (26 February).

RBS puts squeeze on as it shakes up legal panel
The Royal Bank of Scotland (RBS) set the wheels in motion for its biggest legal shake-up since its merger with NatWest. Around 15 firms were asked to pitch for a place on the bank’s corporate banking and financial markets panel. Firms invited to tender were believed to include Allen & Overy, Ashurst Morris Crisp, Berwin Leighton Paisner, Clifford Chance, CMS Cameron McKenna, Denton Wilde Sapte, DLA, Eversheds, Freshfields Bruckhaus Deringer, Herbert Smith, Linklaters & Alliance, Lovells, Macfarlanes, Norton Rose, Slaughter and May and Theodore Goddard (22 October).

Lovells wins Commerzbank after panel firms conflicted
Lovells acted for Commerzbank for the first time, after the bank’s main corporate advisers were conflicted out on German-based Vaillant’s £692m bid for engineering group Hepworth. Commerzbank, which was acting as arranger and underwriter on the debt package financing of Vaillant’s offer, usually turned to Allen & Overy, Linklaters & Alliance or Clifford Chance for corporate advice. In this case, all three were unable to act (8 January).

HSBC demands global discount from City firms
Firms on the panel of HSBC Holdings looked likely to scoop a huge influx of international work after being accepted as the client’s preferred global advisers. The panel consisted of Allen & Overy, Clifford Chance, Eversheds, Freshfields Bruckhaus Deringer, Linklaters & Alliance, Nabarro Nathanson, Norton Rose and Stephenson Harwood. Until then, the firm’s practices outside of the UK were not automatically members of HSBC panels in those countries (22 January).

Citibank shaken by new top departure
Citibank’s in-house legal department underwent a major shake-up as its senior counsel John Collins quit to join Dutch rival ABN Amro. His move came only months after head of legal Laurie Adams had also left for ABN Amro. His departure also coincided with the appointment of six City firms to Citibank’s project finance panel, ahead of the general overhaul of all the company’s panels. Denton Wilde Sapte and the City office of US firm Milbank Tweed Hadley & McCloy were understood to have been appointed (5 March).

ING hacks in-house team
ING Barings radically restructured its legal department and made a raft of redundancies, which included laying off the head of legal and compliance. Managing director and general counsel Ian Kellow was out of a job from April. As many as eight other roles in the 25-strong London legal and compliance team were understood to be being axed, although it was unclear whether the lawyers would leave the company (12 February).

JP Morgan capital markets panel overhaul snubs Slaughters and Herbert Smith
JP Morgan carried out a massive overhaul of its advisers to set up its first UK-specialised capital markets panel. A number of top City firms failed to make the grade. Weil Gotshal & Manges and Ashurst Morris Crisp were sidelined following a 10-firm beauty parade. Other firms, including Herbert Smith, Norton Rose, Slaughter and May and Sidley Austin Brown & Wood, were excluded from the pitch despite having existing links with the bank. Firms on the panel included Allen & Overy, Clifford Chance, Freshfields Bruckhaus Deringer, Linklaters & Alliance and White & Case (30 July).

Barclays slashes law panel from 100 to 25
Barclays Group announced the results of the second phase of the review of its external legal function. The business banking lending panel was to be cut from 100 firms to around 25. Only 10 of the 11 firms on the bank’s pre-review non-statutory ‘Matrix’ panel made the new selection (2 July).

Top finance deals for 2001

December: Goldman Sachs International, JP Morgan, HypoVereinsbank and Salomon Brothers International were the lead arrangers on this year’s second largest European industrial leveraged buyout, which involved k1.6bn (£991m) senior debt financing for the acquisition of Cognis Group from Henkel. Clifford Chance finance partner Alan Inglis and senior associate Stephen Lucas led the team advising the arrangers. Freshfields Bruckhaus Deringer German partner Andreas von Werder and Milbank Tweed Hadley & McCloy advised the equity sponsors Permira and Goldman Sachs Capital Partners. Henkel advised by Hengeler Müller Weitzel Wirtz.

May: UBS Warburg and Dresdner Kleinwort Wasserstein were the arrangers on the largest ever non-US public to private deal which involved the provision of $4.550bn (£3.153bn) term and revolving facilities to fund special purpose vehicle DB Investments’ acquisition of diamond miner De Beers. Clifford Chance (banking partner Malcolm Sweeting, senior associate Stephen Lucas and corporate finance partners Iain Hunter and Nick Watson) advised the banks. De Beers was advised by Linklaters & Alliance on the debt financing side and Maitland & Co on the corporate finance side. SPV advised by Freshfields Bruckhaus Deringer and Ashurst Morris Crisp.

May: Goldman Sachs was coordinator and JP Morgan, HypoVereinsbank and the Royal Bank of Scotland were lead arrangers on the largest ever European leveraged buyout. The n1.65bn (£1.14bn) facilities funded equity sponsors Goldman Sachs Private Equity and Allianz Capital Partners’ acquisition of industrial gases group Messer Griesheim. The banks were advised by Clifford Chance on the senior debt (Malcolm Sweeting, Charles Cochrane, Bettina Steinhauer) and Allen & Overy on the mezzanine financing (Thomas Abbondante). Equity sponsors were advised by Milbank Tweed Hadley & McCloy (Tom Siebens).

Merrill Lynch International and CIBC arranged £1bn senior debt and senior mezzanine debt to fund Nomura International’s acquisition of the international hotel chain Le Meridien. The banks were advised by Allen & Overy (David Morley, Cindy Cook). Nomura was advised by Clifford Chance (Richard Pettit, Arthur Dyson) on the financing side and CMS Cameron McKenna (Richard Price, Louise Wallace) on the corporate side.