Clifford Chance and Simpson Thacher & Bartlett are among the firms advising on the Carlyle Group’s $1.93bn buyout of Tyco International’s South Korean fire protection and security unit.
Clifford Chance’s instruction for Carlyle is significant given the departure of one of its remaining contacts at the firm, in the form of corporate partner Kem Ihenacho’s move to Latham & Watkins last month (18 February 2014).
Ihenacho was widely regarded as one of the firm’s remaining contacts for the private equity giant, following the exit of former private equity head David Walker and Tom Evans who both quit for Latham & Watkins in 2013 (9 October 2013).
The trio’s exit led to questions over whether Clifford Chance could retain the private equity client, which turned to Latham for its acquisition of global packaging supplier Chesapeake last July (8 July 2013).
Ihenacho previously worked closely on Carlyle’s African deals for Clifford Chance, having led on its $210m (£132m) investment in Tanzania-based agricultural company Export Trading Group (ETG) in 2012 (26 November 2012). In Hong Kong, however, corporate partner Simon Cooke remains the key Asia contact for the private equity house.
Cooke led on Carlyle’s latest transaction. Clifford Chance’s Seoul managing partner Hyuan Kim and corporate senior associate Satbir Walia in the jurisdiction also played key roles.
Hong Kong partners Anthony Wang and Matthew Truman advised on financing aspects, support by Singapore counsel Yemi Tepe and Hong Kong consultant Andrew Kelly, Seoul senior associate Bong-Sang Cho and Hong Kong associates Chris Psathas and Elizabeth Schultz.
Cooke has existing ties with Carlyle having led for the private equity giant, alongside Walker, in 2008 when it acquired the cash systems business of De La Rue for £360m. He relocated from the firm’s City base to its Hong Kong office the following year.
US-listed Tyco turned to longstanding adviser Simpson Thacher and South Korean firm Kim & Chang for advice on the deal. New York corporate partner Alan Klein led a team from the US firm, which included IP partner Lori Lesser and tax partner Robert Holo. Corporate partners Jin Park and Sinead O’Shea in Hong Kong also scored roles on the transaction.
Clifford Chance is the first UK firm to open an office in Seoul in 2012 (16 July 2012). Its Seoul office is only permitted to provide UK law advice. In this transaction, Korean firm Lee & Ko acted as Korean legal counsel to Carlyle.
The deal, which is expected to close in the second quarter of 2014, marks the largest private equity buyout deal in US dollar value in Korea since 2008.
Since Tyco put ADT Korea on the market last year, the business also attracted bids from Affinity Equity Partners, Bain Capital, KKR, and South Korea’s MBK Partners.
It’s the second large private equity transaction in South Korea so far in 2014, following KKR and Affinity Equity Partners disposal of Oriental Brewery to Anheuser-Busch InBev in January for $5.8bn.
Simpson Thacher advised KKR on that deal, while Sullivan & Cromwell was instructed by Anheuser-Busch InBev.