US and UK firms advise as Liberty Global buys Virgin Media in $23bn deal
6 February 2013 | By Joshua Freedman
11 February 2013
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US firms Fried Frank Harris Shriver & Jacobson and Shearman & Sterling have joined a host of firms including Allen & Overy (A&O) advising on the $23.3bn (£14.9bn) takeover of Virgin Media by US group Liberty Global.
The deal also gave roles to Milbank Tweed Hadley & McCloy, Latham & Watkins and a London team from US outfit Ropes & Gray.
Shearman won a first-time role for new client Liberty following a successful pitch by a team led by New York corporate partners George Casey and Eliza Swann. Casey and Swann led for the buyer on the deal alongside a London team headed by corporate partner Jeremy Kutner. Simon Little was the lead corporate associate in London.
Fried Frank senior counsel Arthur Fleischer led on the corporate side for longstanding client Virgin Media, with assistance from London corporate partner Richard May.
Meanwhile, Fried Frank London corporate partner Robert Mollen, a US-qualified lawyer, advised Virgin Media as its acting general counsel following the exit of former legal chief Scott Dresser last year.
Milbank advised Virgin Media on the bonds used to finance the deal, fielding London finance partner Timothy Peterson and corporate partner Mark Stamp, who recently joined the City base from Linklaters.
Virgin Media’s in-house legal team on the deal included director of corporate development and governance and assistant general counsel Caroline Withers as the lead alongside director of commercial Pam Claridge, director of regulatory affairs Hugo Lindsay, director and assistant general counsel Catherine Moroz, senior counsel Greg Nardini and Liz Pierson and group tax director Jeni Sarson.
Ropes acted for Liberty, also an established client, out of London in relation to financing matters, putting forward lead finance partner Jane Rogers, who advised alongside fellow City finance partners Maurice Allen, Mike Goetz and Matthew Cox, corporate partner Kiran Sharma and tax partner John Baldry.
A&O and Latham both advised the consortium of arranging banks led by Credit Suisse and including BNP Paribas, Deutsche Bank, Barclays and Bank of America Merrill Lynch.
The A&O London team on the banking side included partners Philip Bowden, Robin Harvey, Jonathan Brownson and Greg Brown, as well as capital markets partner Daniel Shurman, high-yield partner Kevin Muzilla and partner Daniel Shurman, who provided derivates advice.
Latham advised the banks on bond matters with a team including City corporate partners Scott Colwell and Tracy Edmonson, with assistance from London corporate co-chair Richard Trobman. Ropes’ role for Liberty was on both lending and bonds.
Hogan Lovells advised Liberty on European competition, pensions and share schemes matters, fielding London partners Suyong Kim, Duncan Buchanan and Louise Whitewright respectively. The firm’s relationship partner for the client is London private equity partner Alan Greenough.
Liberty was advised in-house by general counsel Bryan Hall on the M&A side and deputy general counsel Jeremy Evans, who was in the overall lead role on M&A and finance matters. Others in the in-house team were Ruchi Kaushal and Sasha McFarquhar, as well as Henry Harris and Justin Wolfe in Evans’ team. Both Hall and Kaushal were formally at Virgin Media, with Hall previously its general counsel in London.
The deal was signed at midnight last night (5 February) following three weeks of intense negotiations.
Ropes partner Rogers commented: “To close a transaction of this size in three weeks, working on both the bank and bond side, has been a phenomenal effort by the Ropes London team.”
Background to this deal:
Fried Frank and Milbank were both appointed to Virgin Media’s inaugural legal panel in 2011, Fried Frank for corporate, finance, M&A and competition, Milbank for capital markets and financing (7 November 2011). Both have longstanding relationships with the company.
The panel was established by former general counsel Dresser, who left the group last year “for personal reasons” (2 August 2012). Not replacement has been appointed, with the Liberty deal understood to have been a block to any recruitment into the role.
Liberty is one of Ropes’ major clients, advising it on finance matters related to its acquisition of German cable TV operator Kabel Baden-Württemberg in 2011 (28 March 2011). The corporate role on the latest deal represents a new client win for Shearman.