Herbert Smith joins KKR banks on Alliance Boots bid

Herbert Smith is advising the syndicate of banks providing the finance for Kohlberg Kravis Roberts’ (KKR) proposed takeover of Alliance Boots, The Lawyer understands.
The US private equity house, alongside Alliance Boots deputy chairman Stefano Pessina, is receiving financial advice mainly from UniCredit Markets & Investment Banking, JPMorgan Cazenove and Merrill Lynch.

However, JPMorgan Cazenove, Citigroup, Deutsche Bank, RBS, Barclays Capital, Bank of America and HVB are collectively providing the equity for the buyout, with Herbert Smith acting for the collective. The firm has acted for a number of the banks individually in the past.

While Herbert Smith refused to comment, The Lawyer understands that the firm has not acted on this kind of deal in the past, with the concept of banks syndicating the equity for a private equity buyout quite unusual.

In general, private equity houses are expected to partner other private equity firms to raise capital for such deals. For example, KKR was part of the CVC-led consortium, which was advised by Clifford Chance and included Blackstone and Texas Pacific Group, looking to bid for J Sainsbury earlier this year. KKR pulled put of the consortium earlier this month.

Herbert Smith’s relationship with KKR began in January 2003 when it was instructed on the private equity firm’s abortive bid for Safeway. This also represented the law firm’s first foray into the private equity arena. KKR’s main legal adviser on that deal, as with the current Alliance Boots bid, was Simpson Thacher & Bartlett, which is said to have a close relationship with Herbert Smith in terms of referral work.

Among others, KKR also has a relationship with Clifford Chance and Slaughter and May, which acted on its £1.6bn shared bid for UK pharmaceuticals group Warner Chilcott in 2004.