Legal Intelligence

November witnessed unprecedented M&A activity on both sides of the Atlantic, gifting some of the world’s top law firms a number of big-ticket mandates. US heavyweights Sidley Austin, Cahill Gordon & Reindel and Cravath Swaine & Moore profited from the boom, each scoring a place on at least two of the five most high-profile deals announced last month.

City report

Tis the season awash with lolly

November witnessed unprecedented M&A activity on both sides of the Atlantic, gifting some of the world’s top law firms a number of big-ticket mandates. US heavyweights Sidley Austin, Cahill Gordon & Reindel and Cravath Swaine & Moore profited from the boom, each scoring a place on at least two of the five most high-profile deals announced last month.

Sidley chairman Tom Cole was on both the deals that his firm handled – a private equity consortium’s £14bn buyout of Clear Channel and the $36bn (£18.22bn) take-private of Equity Office Properties Trust (EOP), dubbed the world’s largest buyout. The firm acted for the special advisory committee and EOP on the respective deals.

Akin Gump Strauss Hauer & Feld advised Clear Channel, while Ropes & Gray and Dow Lohnes advised the private equity consortium led by Thomas H Lee Partners and Bain Capital. Cahill and Wachtell Lipton Rosen & Katz advised the banks. On the EOP deal, Simpson Thacher & Bartlett advised longstanding client Blackstone, while Cleary Gottlieb Steen & Hamilton represented the banks.

Meanwhile, Nasdaq’s much-anticipated £2.7bn bid for the London Stock Exchange (LSE) gifted work to six firms in both London and New York, including Freshfields Bruckhaus Deringer and Skadden Arps Slate Meagher & Flom, which reprised their roles acting for the LSE and Nasdaq respectively. The surprise firm on the guest list, however, was Allen & Overy (A&O), which scooped a role to advise Nasdaq. A&O is a regular adviser to Nasdaq in the UK, but it is understood that that the magic circle firm was previously ruled out of advising the US bourse because of a conflict with another client aiming to bid for the LSE. Corporate partners Alan Paul and Ian Lopez are leading the A&O team.

Elsewhere the takeover of Anglo-Dutch steel giant Corus by Herbert Smith client Tata got more interesting last month after Brazil’s CSN made a £4.3bn counter-bid. The multibillion-pound deal has handed another chunky mandate to Slaughter and May, which is acting for regular client Corus, alongside Shearman & Sterling and De Brauw Blackstone Westbroek. Slaughters’ role is clearly not one to be sniffed at, but is yet another sell-side mandate for the M&A powerhouse.

As first reported by The Lawyer last week (4 December), Slaughters’ recent string of sell-side mandates has seen its FTSE100 client list continue to shrink. According to Hemscott’s fourth-quarter rankings, Slaughters’ FTSE100 client list shrunk to 25 following the takeover of BOC Group by Germany’s Linde and with Schroders dropping out of the FTSE100.

The mining sector also remained buoyant during November, with US mining giant Freeport-McMoRan Copper & Gold (FCX) making a £13.7bn offer for rival Phelps Dodge, represented by longstanding counsel Debevoise & Plimpton. Davis Polk & Wardwell and New Orleans firm Jones Walker Waechter Poitevent Carrère & Denègre are advising FCX.

November’s deal frenzy has continued well into December with corporate lawyers reporting a very busy period.

It looks like it’s going to a merry Christmas all round.

Regulatory roundup

The Financial Services Authority (FSA) has enjoyed peaks and troughs this month. In mid-November the FSA published its first discussion paper into private equity. The paper announced that the 14 largest UK-based funds would face increased scrutiny given that a future default of a private equity-backed company was “inevitable”.

There were particular concerns about potential conflicts of interest, excessive amounts of available leveraged debt, insider trading and unclear ownership. The aim of the study was to determine how much regulation private equity needed. The FSA concluded: not too much, as burdensome regulation would drive funds to less-scrutinised jurisdictions. But the study did call for more openness and disclosure at the largest funds and banks. However, the FSA’s enforcement was recently called into question with the ‘The Plumber’ case.

The Financial Services and Markets Tribunal overturned an FSA markets abuse case and awarded costs against the regulator, the first time the FSA has been landed a bill by a tribunal. In the case of Paul Davidson & Ashley Tatham v the FSA, the three-strong tribunal found that the FSA had acted unreasonably when it ruled that Davidson – known as ‘The Plumber’ – and Tatham were guilty of market abuse, a decision the tribunal overturned. The decision prompted City commentators to speculate that the FSA would be more likely to settle cases in the future. The judgment was also seen as a rebuke to the FSA to the way it investigates and gathers evidence.

Meanwhile, November ended with the Competition Commission publishing its final report into the home credit market, which it had been investigating for two years. It will introduce measures such as making lenders share data and provide on websites clear information on lending rates so that customers can shop around. But the commission stopped short of putting price caps on lending rates, a decision widely welcomed by City lawyers.

Lawyer of the month

Firm: Baker & McKenzie Partner since:: 1 July 2006
Key clients: Dresdner Kleinwort, ABN Amro, city of Kiev

Carter Brod, a London-based debt capital markets and international securities partner, has made a specialism out of advising on foreign issuings out of emerging economies, especially Central and Eastern Europe. In the past month Brod has closed deals for a Georgian bank, the first foreign issuing out of that member of the Commonwealth of Independent States, and advised a leading Ukrainian poultry producer on its high-yield issuing – the first such issuing from that country. Brod led the advice to Bank of Georgia on its $139m (£70.29m) listing, opposite Clifford Chance, and the $250m (£126.43m) offering from Myronivsky Hliboproduct, opposite Freshfields Bruckhaus Deringer. The transactions were complex, involving offshore jurisdictions, a mixture of new and old share offerings and depository receipts. What is more, Brod and his colleagues were able to advise on US, English and local law, while his counterparts used local counsel.

M&A highlights (any European involvement) November 2006

Target name: ScottishPower
Bidder: Iberdrola
Legal adviser(s):
ScottishPower – Linklaters (David Cheyne, Dominic Welham); Garayar Asociados (Emiliano
Garayar); Shepherd & Wedderburn (Alan Wilson); Sullivan & Cromwell (Richard
Morrissey). Iberdrola – Allen & Overy (Richard Browne, Inigo Gomez-Jordana); CMS
Albiñana & Suárez de Lezo; Dickson Minto; Latham & Watkins (Michael Immordino, Juan
Manuel de Remedios, Jeff Lawlis, Javier Ruiz Calzado, Michael Egge); Lovells (Gary Hamp,
Joaquin Sales); Milbank Tweed Hadley & McCloy; Uría Menéndez (Rafael Sebastian).
Description:Iberdrola’s offer, recommended by ScottishPower’s board, will see ScottishPower shareholders receive 400p in cash and
0.1646 of a new Iberdrola share for every ScottishPower share. The acquisition will create the third-largest European
utility company by market capitalisation at £43.2bn.
Value(€): 17.2bn
Value(£): 11.6bn
Target name: ITV
Bidder: NTL
Legal adviser(s):
ITV – Freshfields Bruckhaus Deringer (Simon Marchant); Lovells (Hugh Nineham).
NTL – Ashurst (Robert Ogilvy Watson); Fried Frank Shriver Harris & Jacobson
(Robert Mollen).
Satellite broadcaster NTL offered a cash-and-shares bid worth 120.4p a share, which ITV had rejected as “derisory”.
Originally the bid comprised 105p in cash and new NTL shares initially worth 17p, but when NTL shares fell it reduced the
overall value to 120.4p. NTL pulled out of the deal last week.
Value(€): 6.97bn
Value(£): 4.7bn
Target name: Corus
Bidder: Companhia Siderúrgica Nacional (CSN) Legal adviser(s):
Corus – Slaughter and May (Anthony Newhouse, Andrew Balfour); De Brauw Blackstone
Westbroek; Shearman & Sterling.
CSN – Macfarlanes (Charles Martin, Tim Lewis, Graham Gibb, Julian Howard); Cravath
Swaine & Moore (David Mercado, Peter Wilson).Description:
Brazilian group Companhia Siderúrgica Nacional (CSN) made a last-minute offer to trump that of Indian giant Tata in
October. CSN and Corus held failed talks in 2002. Tata made a 455p-a-share cash tender for Corus, while CSN is looking at
a possible 475p-a-share cash offer.
Value(€): 6.38bn
Value(£): 4.3bn
Target name: Banca Lombarda
Bidder: Banche Popolari Unite
Legal adviser(s):
Lombarda – Studio Legale Gitti Pavesi Verzoni (Gregorio Gitti, Andrea Guerra,
Camillo Ferrari).
Popolari Unite – Studio Pedersoli e Associati (Alessandro Pedersoli, Alessandro Dubini,
Piero Albertario).
In the latest consolidation of the Italian banking sector, Banche Popolari Unite agreed to buy Banca Lombarda for £4.1bn
in stock. The tie-up will form a bank with Italy’s fourth-largest branch network. Under the offer’s terms, Banca Lombarda
investors will receive 0.83 Popolari Unite share for each of their shares.
Value(€): 6.08bn
Value(£): 4.1bn
Target name: Sampo Bank
Bidder: Danske Bank
Legal adviser(s):
Sampo – Roschier (Tomas Lindholm, Jan-Anders Wik, Sakari Aalto).
Danske – White & Case (Risto Ojantakanen, Timo Airisto, Petri Haussila).
Danske Bank signed an agreement to purchase all the shares of Sampo Bank, Finland’s third-largest bank, for cash. Danske
said acquiring Sampo will strengthen its position as a significant player in the Nordic financial services market.
Value(€): 4.0bn
Value(£): 2.7bn
Target name: London Stock Exchange (LSE)
Bidder: Nasdaq
Legal adviser(s):
LSE – Cravath Swaine & Moore (Philip Gelston, Sarkis Jebejian); Freshfields Bruckhaus
Deringer (David Higgins, Graham Nicholson, Andrew Hutchings, Deirdre Trapp).
Nasdaq – Allen & Overy (Alan Paul, Ian Lopez); Skadden Arps Slate Meagher & Flom
(Michael Hatchard, Eric Friedman).
Greenhill – Baker & McKenzie (Helen Bradley).
Bank of America and Dresdner Kleinwort Securities – Cahill Gordon & Reindel (Jim Clark,
Luis Penalver).
Nasdaq made its second long-anticipated run at the LSE in November, seven months after making its first unsuccessful
bid. Since making its offer on 20 November, Nasdaq bought another seven-million shares, raising its stake to 28.75 per
cent of LSE shares. Nasdaq’s bid is financed by $3.32bn (£1.74bn) of credit agreements, a $1.75bn (£920m) bridge loan and
$775m (£407m) purchase of preferred stock from Nasdaq.
Value(€): 4.0bn
Value(£): 2.7bn
Target name: Kion Group
Bidder: Goldman Sachs and
Kolberg Kravis Roberts (KKR)
Legal adviser(s):
Kion – Hengeler Mueller (Matthias Hentzen, Daniela Favoccia, Jochen Vetter, Wolfgang
Gross, Alf-Henrik Bischke).
Goldman/KKR – Freshfields Bruckhaus Deringer (Laurie McFadden, Bertrand Pellet,
Thomas Wessely).
Linde sold Kion Group to a consortium comprising KKR and Goldman Sachs Capital Partners in order to concentrate on
gas and engineering. The proceeds will go towards reducing debt incurred on the acquisition of BOC Group in early 2006.
Value(€): 3.56bn
Value(£): 2.4bn
Target name: Quest International
Legal adviser(s):
Quest – Freshfields Bruckhaus Deringer (Martin Taylor).
Givaudan – Herbert Smith (Michael Shaw); Davis Polk & Wardwell (Peter Douglas,
Barbara Nims, Gail Flesher); Stibbe (Derk Lemstra).
Swiss company Givaudan acquired chemical group ICI’s flavours and fragrance business Quest. The deal involves a
SFr2.8bn (£1.2bn) term loan facility provided by Citibank. ICI received £300m more than expected for the Dutch-based
fragrance business, leaving the company debt free. ICI said it would use £900m of the sale price to pay off its debts and
£230m to narrow its pensions deficit.
Value(£): 1.2bn
Target name: ITV
Bidder: BSkyB
Legal adviser(s):
ITV – Freshfields Bruckhaus Deringer (Simon Marchant); Lovells (Hugh Nineham).
BSkyB – Allen & Overy (Richard Hough, John Wotton).
Satellite broadcaster BSkyB bought the equivalent of a 17.9 per cent stake in ITV after rival NTL had made a hostile bid for
the independent broadcaster.
Value(€): 1.39bn
Value(£): 940m
Target name: Peel Ports
Bidder: RREEF
Legal adviser(s):Peel Ports – Travers Smith (Spencer Summerfield, Philip Cheveley).

RREEF – Linklaters (Ian Andrews, Richard Youle). Description:Peel Ports, owner of Mersey Docks and the Manchester Ship Canal, sold off a 49 per cent stake to RREEF, an

infrastructure fund controlled by Deutsche Bank. Peel Ports is owned by property magnate John Whittaker through

his business conglomerate Peel Holdings. Value(€): 1.19bn
Value(£): 800m

Deals volume

Acquisition finance update

The most iconic deal of the month was arguably the £400m sale of London landmark Battersea Power Station, which saw DLA Piper land a lead role advising the lender, Bank of Scotland.

The purchaser, Real Estate Opportunities (REO), will part-finance the acquisition with a loan from Bank of Scotland, paying the seller, Oriental Property, £250m in cash and issuing £150m in convertible loan notes. The DLA Piper team was led by banking partners John Cutler and Helen Dyer.

Spanish power group Iberdrola’s £12bn offer for ScottishPower will be funded by credit worth up to £7.96bn, backed by ABN Amro, Barclays and Royal Bank of Scotland. The banks were represented by Lovells and the team was led by finance partners Gary Hamp and Joaquin Sales. The acquisition will create the third-largest European utility by market capitalisation, at £43.2bn. Linklaters advised on Givaudan’s £1.2bn acquisition of Quest International, the flavours and fragrances business of ICI.

The deal will make Switzerland’s Givaudan the world’s largest supplier of scents used in perfumes.

Linklaters advised on the SFr2.8bn (£1.18bn) term loan facility provided by Citibank and represented Citigroup Global Markets as the arranger. The deal was led by banking partner Phil Spittal.

Top international deals

United States
It has been proclaimed as the largest buyout in history. Blackstone took the crown by bidding $36bn (£18.22bn) for the US’s biggest landlord Equity Office Properties Trust (EOP). Its bid outstripped Kohlberg Kravis Roberts’ buyout of hospital chain HCA this summer for $33bn (£16.7bn). Simpson Thacher & Bartlett and Sidley Austin landed roles on this private equity-backed mega-deal. Corporate partner Brian Stadler and real estate head Greg Ressa led for Simpson Thacher, with the acquisition financing being led by Goldman Sachs, Bank of America and Bear Stearns. Cleary Gottlieb Steen & Hamilton advised Goldman Sachs.

The Netherlands
Innovation was the buzz word for Allen & Overy (A&O), Herbert Smith, alliance firm Stibbe and Simmons & Simmons after all secured positions on a landmark Euronext listing of MW Tops, a new closed-end company. The listing of the new Guernsey-based fund, to be created by Marshall Wace, the hedge fund manager, hopes to raise ?1.5bn (£1.01bn), making it the largest IPO of a hedge fund on the Dutch bourse. Herbert Smith and Stibbe are advising MW Tops, with corporate partners Nigel Farr and Greg Mulley leading the Herbert Smith team, and Stibbe’s London-based corporate partner Derk Lemstra advising on theDutch aspects. Simmons is advising Marshall Wace, with finance partner Steven Whittaker leading, while corporate finance partner Mark Dighero is leading the A&O team advising underwriters Deutsche Bank, Merrill Lynch and UBS.

United States
Barclays Capital’s (BarCap) first major foray into the US market, through a 40 per cent stake in Texas-based NGP Energy Capital Management, a $2.9bn (£1.52bn) private equity house focused on oil and gas production, saw Sullivan & Cromwell profit handsomely. Sullivan’s team was led by BarCap relationship partner David Hariton and corporate partner Richard Pollack, with partner Don Tourney providing banking and regulatory advice. Corporate partner Jeffrey Zlotky at Thompson & Knight in Dallas led the advice for NGP.

Matheson Ormsby Prentice (MOP) won a role on what is thought to be the largest-ever acquisition by an Irish company. The $5bn (£2.53bn) purchase of US textbook publisher Houghton Mifflin and the related acquisition of Irish interactive educational software publisher Riverdeep by HM Rivergroup closed on 29 November. MOP partner Ed Miller led on the deal, on which the firm acted as local counsel to Weil Gotshal & Manges. The Irish firm won Riverdeep as a client from local rival William Fry in 2003 when it advised it on its take private.