Liberty Global head counsel Jeremy Evans was the man behind the groundbreaking acquisition of Unitymedia. He tells Andrew Pugh about overcoming the deal’s challenges in record time
When Liberty Group acquired Unitymedia last year it was widely regarded as one of 2009’s standout deals.
Jeremy Evans was the man tasked with overseeing the e3.5bn (£3.12bn) acquisition from private equity owners BC Partners and Apollo Management in a deal that required an almost unprecedented e2.5bn of high-yield financing.
To describe the deal as groundbreaking is no hyperbole. It was the largest secured bond in European high-yield history and the largest ever undertaken in the cable industry.
It was also the largest private equity exit in Europe in 2009 and the first major European deal in which high-yield bonds outweighed bank loans to fund an acquisition.
Perhaps most impressive, however, was that the deal was closed in just under two weeks. For Evans, Liberty Global head counsel of global finance and general counsel of subsidiary Chellomedia, the deal presented many challenges.
“I’ve worked on a number of extremely large transactions in my time, but I don’t think I’ve ever been involved in one that was so dynamic and [completed] in such a short timescale,” he says. “With all the documentation, legal opinions and aligning the various work streams and teams of lawyers, it was extremely challenging.”
Evans was advised by renowned banking and finance partners Maurice Allen and Mike Goetz in what was their first mandate since leaving Freshfields Bruckhaus Deringer to spearhead Ropes & Gray’s London office launch last autumn.
Evans has worked with the pair for 10 years and had no qualms about instructing them after their move to the Boston-based firm.
“There was no reason to stop backing a winning horse simply because they moved firms,” he explains. “They’ve consistently proved their worth and there was no reason for me not to use them, even though Ropes & Gray was fairly unknown to me.”
Liberty Global does not have a formal panel. Evans instead prefers to work with lawyers with whom he has forged tried-and-tested relationships.
“From our perspective, there’s no need for a panel,” he says. “I regularly meet with the relationship partners at the firms we use because it’s essential I have one or two senior contacts.
“Transactions are becoming increasingly complex and you can get some surprises lurking around the corner – that’s when experience and pragmatism are indispensable.”
Evans began his career at Slaughter and May and later moved to Clifford Chance’s Amsterdam office, where he worked in the banking and finance team, specialising in senior bank lending and high-yield issuance.
After five years at the firm he took an in-house role at UPC Broadband, now a subsidiary of Liberty Global, when he was approached with an “offer I couldn’t refuse”.
He was originally taken on by his current employer to build up the legal department at Liberty Global’s treasury and finance team. He later became head of the finance and M&A legal teams before taking up his current role, in which he juggles his time between Chellomedia and the global finance team at Liberty Global.
The company is, as Evans describes it, a “behemoth institution”. The Fortune 500 firm is now the third-largest cable operator in the world and the largest outside the US, with 20,000 employees worldwide and a revenue of $9bn (£6.18bn) last year.
Chellomedia is the international content division of Liberty Global, with a revenue of e450m and a portfolio of 35 TV channels. Considering the size of the teams Evans has headed in the past, his legal team at Liberty Global is relatively small: there are three lawyers in the global finance team and 15 in Chellomedia. The latter is broken down into four divisions across Europe: the UK, Spain, the Netherlands and CEE.
Evans describes the legal team as “efficient and streamlined” and is keen to stress the relationship between legal and commercial.
“Without exception the lawyers on my team have an extremely close involvement with the commercial side,” he explains. “There’s no way you can operate effectively without that close liaison.
“I insist that all divisional general counsel have direct access to the divisional CEOs – it sends the right message about the importance of the legal function and that we’re all working towards a common goal.”