3 September 2012 | By Joshua Freedman
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Our list of the summer’s big deals shows how London law firms kept busy with work from Asia as well as more familiar sources
It has been a long and eventful summer – turmoil in Syria and South Africa, haggling between Germany and Greece, a US election campaign and two glorious weeks of sport in east London. But away from all the hullaballoo there has been a surprising amount of business going on in boardrooms in the City and worldwide.
Eurocrisis or no eurocrisis, a handy pipeline of M&A was available for corporate lawyers to get their teeth into. As in recent years, energy and infrastructure offered the shiniest prospects for fee-hungry firms, while the private equity industry has been relatively busy, unhampered by the scrutiny given to it thanks to Bain Capital co-founder Mitt Romney’s time in the limelight as a US presidential candidate.
One theme that does emerge from a glance at this summer’s deal list is the importance of garnering contacts in emerging markets to win outbound work. Linklaters and CMS Cameron McKenna in particular benefited from links with Asian clients, taking major transactional roles for Japan’s Dentsu and Hong Kong’s Cheung Kong Infrastructure respectively.
The smaller, specialist outfits have been kept busy too: French advertiser Publicis Groupe’s buyout of rival Bartle Bogle Hegarty gave roles to Osborne Clarke and Lewis Silkin, while Lawrence Graham punched above its weight to complete Cove Energy’s £1.22bn takeover by PTTEP Africa Investment opposite Slaughter and May.
Closer to home, the Co-operative Group has given transactional instructions to Clifford Chance and Reed Smith, hiring the magic circle firm for its acquisition of 632 branches from Lloyds Banking Group. And Cinven has become the latest private equity house to board the bandwagon of making totally unpredictable decisions about which external firm to hire.
In case you missed these when they were reported throughout July and August on TheLawyer.com, here is The Lawyer’s guide to the ten standout deals of the summer just gone.
1. Publicis Groupe’s buyout of Bartle Bogle Hegarty (BBH)
Transaction value: €100m (£79m) (reported estimate)
Date announced: 5 July
Lawyers for Publicis: Lewis Silkin (lead corporate partner Paul Rajput; corporate tax partner Sharon Brennan; corporate associates Helen Ewing and Stephen O’Mahony)
Lawyers for BBH: Osborne Clarke (lead corporate partner Tim Birt; tax partner Philip Moss; corporate associate Frank Riley; corporate solicitor Helen Reed)
Interesting fact: London advertising agency BBH is famous for its campaigns for Levi Strauss and Johnnie Walker. France’s Publicis already owned 49 per cent of the UK rival.
2. Dentsu’s acquisition of Aegis Group
Date announced: 12 July
Dentsu: Linklaters, London (lead corporate partner David Holdsworth; corporate partner Shane Griffin; corporate associate Lorna Tennent); Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma Law Office, Tokyo (corporate partner Hideo Norikoshi)
Aegis: Slaughter and May (lead corporate partner Roland Turnill)
Aegis shareholder Vincent Bolloré: Sullivan & Cromwell, London (corporate partner Dominique Bompoint)
Morgan Stanley, Dentsu’s financial adviser: White & Case, London (corporate partner Gavin Weir)
Interesting fact: Connections were helpful for this deal. Holdsworth spent time in the firm’s Tokyo office in 2010 and now runs the Japanese outbound practice, while Bakers Japan partner Norikoshi joined from the magic circle firm earlier this year.
3. Co-operative Group’s acquisition of 632 branches from Lloyds Banking Group
Value: Up to £750m
Date announced: 19 July
Co-operative Group: Clifford Chance, London (lead corporate partners Hilary Evenett and Mark Poulton; senior associate Dan Royle; antitrust partner Alex Nourry; antitrust senior associate Richard Blewett; services arrangements partner André Duminy; services arrangements senior associate Richard Jones; regulatory partner Simon Crown; regulatory senior associate Charles Morris)
Lloyds Banking Group: Linklaters, London (lead corporate partners Jeremy Parr and Matthew Bland; capital markets partner Carson Welsh)
Interesting fact: Both magic circle firms were well acquainted with the respective clients. Clifford Chance advised the Co-op on its £9.5bn merger with United Co-operatives in 2007 despite not being on the company’s panel. Linklaters’ Parr and Bland led for Lloyds Banking Group on its £13.5bn rights issue and £9bn issue of contingent convertible notes in 2009.
4. China National Offshore Oil Company’s (CNOOC) acquisition of Nexen
Sector: Oil and gas
Value: $15.1bn (£12bn)
Date announced: 23 July
CNOOC: Stikeman Elliott, Toronto (lead corporate partner William Braithwaite); Davis Polk & Wardwell (New York corporate partner George Bason; Beijing corporate partner Howard Zhang; New York corporate partner Leonard Kreynin; Hong Kong corporate partner Kirtee Kapoor; Washington DC corporate partner John Reynolds; New York antitrust partner Ronan Harty; Hong Kong corporate partners Paul Chow and Antony Dapiran); Herbert Smith, London (competition partner James Quinney; energy partner Simon Tysoe)
Nexen: Blake Cassels & Graydon, Calgary (lead corporate partner Pat Finnerty); Paul Weiss Rifkind Wharton & Garrison (Hong Kong corporate partner Jeanette Chan; New York corporate partners Andrew Foley and Edwin Maynard); Nexen general counsel Alan O’Brien; Norton Rose (London competition partner Mark Jones); chief counsel Rick Beingessner
Board of Nexen: Richard A Shaw Professional Corporation; Burnet Duckworth & Palmer, Calgary
BMO Nesbitt Burns (CNOOC’s financial adviser): Morrison & Foerster (New York lead corporate partners Jonathan Melmed and Spencer Klein; Hong Kong lead corporate partner Venantius Tan)
Interesting fact: CNOOC dropped a similar bid for US energy group Unocal in 2005 after political opposition from the US Congress. The Chinese oil and gas producer sweetened its latest bid by promising to list its shares in Toronto and focus its North American business on Calgary, in what theFinancial Times described as “accompanying love-bombs”.
5. Cheung Kong Infrastructure’s acquisition of Wales & West Utilities from a consortium including Macquarie Global Infrastructure Funds
Date announced: 25 July
Cheung Kong: CMS Cameron McKenna, London (lead corporate partner Charles Currier and energy partner Robert Lane; competition partner Susan Hankey; tax partner Aaron Fairhurst; and finance partner Nancy Eller)
Sellers’ consortium: Linklaters, London (lead corporate partner Jessamy Gallagher; corporate associate Derek Tong)
Interesting fact: Cheung Kong Infrastructure is owned by Hong Kong billionaire Li Ka-shing, who last year instructed Freshfields Bruckhaus Deringer to advise on the acquisition of the UK’s Northumbrian Water Group for £2.4bn through Cheung Kong Infrastructure.
6. Julius Baer Group’s acquisition of BoA Merrill Lynch’s non-US wealth management business
Sector: Banks/wealth management
Value: Up toSFr860m (£567m)
Date announced: 13 August
Julius Baer: Linklaters (lead corporate partners Dan Schuster-Woldan and Matthew Bland, London, and Casper Lawson, New York; London corporate associate Emma Clark); Lenz & Staehelin, Zurich (corporate partners Rudolf Tschäni and Tino Gaberthüel); Julius Baer general counsel Christoph Hiestand; in-house counsel Nina Epper
BoA: Cleary Gottlieb Steen & Hamilton (lead corporate partners Paul Shim, New York, and Simon Jay, London; Washington DC corporate senior attorney John McGill; London associates Gabriele Antonazzo and Aaron Espin); BoA assistant general counsel George Wall
Interesting fact: Bland won the buy-side mandate for Linklaters after taking part in a competitive pitch process, following the firm’s role for underwriters Goldman Sachs and UBS on Julius Baer’s 2005 rights issue.
7. Coller Capital’s acquisition of Lloyds Banking Group’s portfolio of £1.05bn private equity assets
Sector: Private equity
Value: Approx £1.03bn
Date announced: 15 August
Coller: O’Melveny & Myers, London (lead funds partner Solomon Wifa; funds partner John Daghlian; tax partner Jan Birtwell; corporate finance partner Sherri Snelson; disputes partner David Foster; Washington DC regulatory partner Heather Traeger); in-house lawyers Paul Koffel and Amyn Hassanally (both execution partners)
Lloyds Banking Group: SJ Berwin (lead corporate finance partner Jonathan Pittal; funds partner Warren Allan; corporate partner Andrew Wingfield; financial markets partner Tamasin Little; tax partner Stephen Pevsner; associates Delphine Jaugey, Jonty Warner, Leanne Moezi and Adam Creed; Burness, Edinburgh (corporate partner Alan Soppitt; funds director Paula Kennedy; funds senior solicitor Ruaridh Cole)
Interesting fact: O’Melveny London office head Wifa and funds partner Daghlian were both reunited with their former firm SJ Berwin, from whom the latter took Coller as a client when he joined the US firm in 2004.
8. Cinven’s acquisition of Mercury Pharma from HgCapital
Sector: Private equity/generic pharmaceuticals
Date announced:17 August
Cinven: Clifford Chance, London (lead corporate partners Brendan Moylan and Jonny Myers; finance partner Roderick McGillivray; corporate associates Toby Parkinson and Mark Storrie)
HgCapital: Linklaters, London (lead private equity partners Alex Woodward and Richard Youle)
Mercury Pharma management: Berwin Leighton Paisner (lead corporate finance partners Michael Weir and Raymond McKeeve; corporate finance associate Simon Arlington)
Interesting fact: Private equity group Cinven, once an established Ashurst client, has used Freshfields, Kirkland & Ellis and now Clifford Chance for separate deals since the start of the year.
9. The Hain Celestial Group’s acquisition of Premier Foods’ sweet spreads and jellies business
Date announced: 23 August
Hain Celestial: DLA Piper, Sheffield (lead corporate partner Jon Kenworthy)
Premier Foods: Slaughter and May (lead corporate partner Michael Corbett)
Interesting fact: DLA Piper corporate and finance global chair Roger Meltzer serves on Hain Celestial’s board of directors.
10. Diageo’s proposed acquisition of Jose Cuervo from Mexico’s Beckmann family
Value: $3bn (£1.9bn) (reported estimate)
Date announced: Still at negotiation stage
Diageo: Slaughter and May (lead corporate partner Tim Pharoah; tax partners Steve Edge and Sara Luder); Sullivan & Cromwell
Beckmann family: Cravath Swaine & Moore
Interesting fact: Slaughters corporate partner Kathy Hughes, who led for Diageo on its recent acquisition of Turkey’s Mey Icki, was on a six-week sabbatical during the Cuervo deal, with Pharoah taking the key role.
In what could just about be called the ‘fee-earners’ summer’ plenty of lawyers have found work advising on the less optimistic side of the transactional coin: restructuring.
The deal to slash Travelodge’s debt by £235m to £329m through a sale from Dubai International Capital (DIC) to Goldman Sachs, GoldenTree Asset Management and Avenue Capital Group gained wide ackowledgement. Clifford Chance partner Mark Hyde led for Travelodge, Kirkland & Ellis’ Kon Asimacopoulos represented the new owners and Freshfields partner Ryan Beckwith advised the hotel chain’s main lenders, Barclays Bank, Babson Capital, Investec and RBS.
Travelodge will hope it does not meet the same fate as clothing chain Ethel Austin, which filed for administration in July for the fourth time since 2008. Ashley Katz advised administrators Philip Duffy and Sarah Bell of Duff & Phelps. The company was later bought by Manchester entrepreneur Mike Basso.
In early August The Lawyer revealed that the senior lenders to debt-ridden waste management company Biffa had switched advisers from Hogan Lovells to Freshfields partner Adam Gallagher when it became clear it was likely to breach its covenants. Linklaters partners Bruce Bell, Adam Freeman, Richard Youle and Nick Rees advised the company, while Latham & Watkins partners Dominic Newcomb and John Houghton have been acting for the mezzanine lenders headed by Intermediate Capital Group and Babson Capital.
Reed Smith also snatched a new mandate, with partners Phillip Slater and Lucy Newcomb bringing the Co-operative Group as a client over from their former firm, Addleshaw Goddard, to advise it on its £950m debt refinancing. Linklaters partner Jeremy Stokeld advised the consortium of lenders.