UK trio dominate on £8.4bn RWE-Essent deal

It was one of the biggest deals of the past 12 months and, excluding the banking mergers hastily agreed last autumn, one of the largest since the credit crunch began in 2007.

RWE’s ;E9.3bn ;(£8.4bn) takeover of Dutch power company Essent last week is all the more remarkable given the amount of credit involved.

German energy giant RWE managed to persuade 10 banks to cough up virtually the entire ­asking price in debt.

Despite the Eurozone focus of the deal, the legal involvement was dominated by three UK firms – Freshfields Bruckhaus Deringer for Essent, Norton Rose for RWE and Simmons & Simmons for the selling shareholders of Essent.

Allen & Overy (A&O) was also involved for the banks and ­Hengeler Mueller provided ­German law counsel for RWE.

The Norton Rose instruction is a significant one, given RWE’s choice of advisers over the past few years. It called on Slaughter and May in 2006 while selling Thames Water to Macquarie Bank for £8bn – and Slaughters’ ­German best friend Hengeler is a longstanding adviser.

Also in 2006, RWE used Lovells on the E1bn (£903.66m) sale of its energy services subsidiary to US private equity house Advent.

Why did Norton Rose get the mandate? Because of the close relationship Dutch energy partner Weero Koster enjoys with RWE. He first advised the company back in 2002 on its bid for Intergas and has provided corporate and ­projects advice ever since.

Freshfields’ role for Essent was more clear-cut. The firm advised Essent on the proposed merger with Dutch rival Nuon in 2007, led by corporate partner Steven Perrick.

Amsterdam-based corporate partner Shawn der Kinderen led on the RWE merger. He also advised Essent on the E2.6bn (£2.35bn) sale of Essent Kabelcom to private equity buyers in 2006.

Simmons’ inclusion will raise eyebrows ;given ;the ;firm’s ­problems in the Netherlands. Corporate partner Willem de Nijs Bik advised the Essent shareholders, a number of Dutch municipalities and local authorities.

Simmons ;is ;currently ;in ­consultation as to whether to close its Rotterdam office, where de Nijs Bik is based, having lost a number of partners.

Bagging one of the largest deals of the year should not affect this process and it looks increasingly likely that Simmons will move all of its Netherlands-based lawyers to Amsterdam – its second Dutch office.

The firm landed its place to ­represent the Essent shareholders after winning a tender. De Nijs Bik says Simmons was chosen because of its energy sector expertise and its track record advising Dutch municipality shareholders.

In 2006 the firm advised the Municipality of Rotterdam on selling its stake in waste management company AVR for E1.4bn (£1.27bn). Such expertise will prove valuable as the Dutch energy market moves further away from public sector ownership over the next few years.