HSF and A&O among firms involved in BSkyB’s £4.9bn Sky Europe deal

Herbert Smith Freehills and Allen & Overy are among the firms to advise on BSkyB’s £4.9bn takeover of Rupert Murdoch’s pay TV companies in Germany and Italy.

The acquisitions mark a strategic change for BSkyB, which is hoping to become a pan-European pay-TV giant with customers spread across Germany, Italy, Austria, the UK and Ireland.

BSkyB is set to buy 21st Century Fox’s entire 100 per cent stake in Sky Italia for £2.45bn – the majority of which will be in cash, with a further £380m paid by transferring its stake in National Geographic Channel to the target.

The company will also acquire 21st Century Fox’s 57.4 per cent stake in Sky Deutschland for £2.9bn in cash, offering to buy the shares of the target’s minority shareholders according to Germany’s takeover rules.

Herbert Smith Freehills took the lead for longstanding client BSkyB on the game-changing deal, fielding a team featuring global M&A chief and relationship partner Stephen Wilkinson and M&A partner Malcolm Lombers. Capital markets partner Chris Haynes, competition partner Kyriakos Fontounkakis and IP patner Joel Smith also played key roles.

The firm turned to Hengeler Mueller and Legance for advice on German and Italian matters respectively. The former fielded partners Klaus-Dieter Stephan and Georg Growien, while the Italian firm turned to corporate and capital markets partner Bruno Bartocci.

Meanwhile, Allen & Overy advised 21st Century Fox, led by M&A partner Simon Toms and associate Lee Noyek. Global corporate chief Andrew Ballheimer also played a role in the early stages of the deal.

Clifford Chance won a spot on the deal roster advising BSkyB on the new debt facilities, led by banking and finance partner Rob Lee anlongside associate Julia Chase.

Background to this deal:

Herbert Smith Freehills has been BSkyB’s go-to adviser since 1989, and the media giant has been keeping the firm busy this year. Just last week, it advised on the sale of BSkyB’s minority stake in ITV to Liberty Global for £481m (21 July 2014), as well as on its subsequent acquisition of a 70 per cent stake in Love Productions – the company behind The Great British Bake Off.

Herbert Smith Freehills has previously teamed up with Legance on Italian legal matters. Its alliance with German firm Gleiss and Benelux outfit Stibbe collapsed in 2012, and the firm temporarily turned to Hengeller Mueller before launching its own bases in Frankfurt and Berlin in 2013.

Allen & Overy has an existing relationship with 21st Century Fox, having acted regularly for News Corp before the spin-off of its media outlets in 2013.

Rupert Murdoch’s 21st Century Fox currently owns 39 per cent of BSkyB, as well as 57 per cent of Sky Deutschland and the totality of Sky Italia. It has been reported that Murdoch is selling the European businesses to free up cash to invest in media giant Time Warner – the company behind CNN and HBO.