Freshfields and Mayer Brown win top roles on HMV flotation

Freshfields Bruckhaus Deringer and Mayer Brown Rowe & Maw have scooped the main advisory roles on the £1bn initial public offering of HMV.
Freshfields is advising the banks underwriting the flotation and Mayer Brown Rowe & Maw is advising HMV. Denton Wilde Sapte is advising EMI, which owns a 43 per cent stake in HMV. Ashurst Morris Crisp is advising private equity house Advent, which has a similar sized stake in HMV.
HMV is expected to float in May. The banks instructed Freshfields in February.
Freshfields is also EMI's main corporate adviser and has taken a lead role on many of the music company's mergers and acquisitions in the past. Freshfields' joint lead partner on the deal Tim Jones said that the firm was approached by UBS Warburg, one of the lead underwriters, and did not receive an instruction from EMI.
Freshfields' strength in acting for banks in flotations was underlined by The Lawyer IPO 2001 Survey (The Lawyer, 22 April), where Freshfields acted for six banks but no issuers.
Freshfields is advising all four banks. UBS Warburg and Schroder Salomon Smith Barney have the lead roles, while Credit Suisse First Boston and Dresdner Kleinwort Wasserstein are also underwriting the deal.
UBS and Schroders are also coordinating a tender offer for bonds issued by HMV in 1998. That year, HMV, which was then a subsidiary of EMI, performed a leveraged management buyout and bought Waterstones. It was at this point that EMI and Advent took the 85 per cent share in HMV that they own today.
As part of the leveraged management buyout, HMV issued bonds redeemable after five years. As HMV is floating before the five-year period is up, the company has decided it will buy back notes from the bondholders rather than redeem the bonds, with UBS and Shroders coordinating the tender offer. Don Guiney, Freshfields's other lead partner on the deal, said: “This is a very interesting twist in an equity offer.”
Dentons' appointment as lead corporate adviser to EMI on the HMV float is a real coup for the firm.
Dentons has worked for EMI since 1988, but has only performed due diligence on the media giant's big-ticket deals. Traditionally, the lead roles on corporate work have gone to Freshfields and Mayer Brown.
Dentons' EMI relationship partner Robert Allan said that the firm was “tickled pink” to be asked to advise EMI on this deal. But he said it is not uncommon for media clients to eventually turn to the firm for high level corporate advice.
“It is a reasonably common occurrence that clients who first approach us for media or due diligence work then start using us for big-ticket corporate advice. That's what we set out to achieve and our corporate department is as good as any magic circle firm's,” he said.