Freshfields, Slaughters secure roles on Warner Chilcott buyout

Freshfields Bruckhaus Deringer

and Slaughter and May, two firms heavily targeting private equity, have secured vital new instructions on the £1.62bn buyout of UK pharmaceutical company Warner Chilcott.

Last week JPMorgan’s bidding vehicle Warren won the auction for the Northern Irish pharmaceuticals company, a victory for a trio of new Freshfields clients – Bain Capital, Thomas H Lee and Carlyle Group. The first two private equity firms bought into the Warren vehicle after tabling an earlier bid on their own account; Carlyle dropped out at the last minute.

Freshfields corporate partners Edward Braham and Patrick Gaynor were recommended by the private equity firms’ financial adviser Morgan Stanley, which Freshfields worked with on the similarly structured Debenhams auction last year.

Freshfields has never worked with Thomas H Lee before and has had only minimal contact with Bain Capital, which is often advised by Dickson Minto. This is also the first time Freshfields’ corporate group has worked with Carlyle, although the firm has previously advised on finance issues. Weil Gotshal & Manges London managing partner Mike Francies and corporate partner Ian Rob-inson advised Warren.

The auction was Slaughters’ first significant deal for US private equity giant KKR. Slaughters has been gunning for the US private equity firms in the last six months and has particularly targeted KKR.

The private equity fund has previously instructed Herbert Smith on UK deals thanks to the City firm’s strong relationship with KKR’s US adviser Simpson Thacher & Bartlett. Herbert Smith has prioritised KKR in the past. The firm had no public role on this year’s Marks & Spencer (M&S) bid, but it was rumoured to be on standby to advise KKR on a possible white knight bid for the retailer.

Slaughters’ instruction came courtesy of Goldman Sachs, the investment bank it was at loggerheads with on the acrimonious M&S bid. Goldman advised the bidder Philip Green and Slaughters M&S, where chief executive Stuart Rose was contemplating legal action against Goldman Sachs. In a somewhat more friendly deal, Slaughters advised the losing consortium, of which Goldman Sachs was a member, on the Debenhams bid.

The deal was also a first for the London office of O’Melveny & Myers, which advised JPMorgan, another member of the winning Warren syndicate, although O’Melveny advises JPMorgan in the US.

Warner Chilcott’s management is being advised by its usual law firm Ashurst, but the pharmaceutical company also called in Allen & Overy (A&O) because of fears that Ashurst could be conflicted once the bidding commences.

A&O’s former Ashurst partner Mark Wippell got the nod after working with Warner Chilcott during his Ashurst days, although

A&O has never advised the company before.

Slaughters and Freshfields declined to comment.