Legal Intelligence

City report

City report

Freshfields Bruckhaus Deringer‘s corporate practice, which has been motoring in recent months, topped the May rankings (by value) after advising on four deals totalling $6.19bn (£3.29bn).

The protracted battle for the exchanges continued to rage throughout May, with the New York Stock Exchange (NYSE) and Euronext agreeing to tie the knot at the start of June. The question now is whether or not Deutsche Börse can come up with an offer attractive enough for Euronext, which might see the NYSE jilted at the alter. The two-way tussle for Euronext is also being watched closely by Nasdaq and the London Stock Exchange (LSE) camps. Nasdaq, which is being advised by Skadden Arps Slate Meagher & Flom partners Eric Friedman and Michael Hatchard, owns a strategically significant 25.1 per stake in Freshfields client the LSE. In light of the NYSE/Euronext nuptials a potential tie-up between Nasdaq and the LSE may have come a step closer.

Meanwhile, the battle to take over Skadden client Arcelor also continued to rage. Steelmaker Arcelor, which has been fending off rival Mittal’s unwanted advances since January, has agreed to merge with Russia’s Servastal in a deal that will create the world’s largest steelmaker. Servastal is being advised by Allen & Overy partner Alistair Asher, while Cleary Gottlieb Steen & Hamilton is acting for Mittal.

Another deal that seems to be going on forever is the Eurotunnel restructuring, which has proven to be a feeding frenzy for insolvency lawyers in both the City and Paris. Clifford Chance in particular deserves a mention because, after a two-year absence, it has landed a plum role advising Goldman Sachs and Macquarie Bank. The two banks have proposed a refinancing package, backed by Eurotunnel chief Jacques Gounon, which will reduce the Channel Tunnel operator’s debt from £6.2bn to £2.9bn. Meanwhile, Freshfields delivered a severe blow to Herbert Smith, historically Eurotunnel’s sole legal adviser, after securing the role advising Eurotunnel.

Equity capital markets lawyers also experienced a busy May thanks to the steady stream of Russian companies, including the likes of Vneshtorgbank and Gazprombank, seeking to float on the LSE. But the boom in Russian companies listing in London has caused concerns among some in the City (The Lawyer, 15 May). Some fund managers have expressed fears about the legal and political risk to the assets behind the floats. For instance, the forthcoming float of the Russian state-owned oil and gas giant Rosneft has got critics’ tongues wagging. Cleary is advising Rosneft, while Linklaters is understood to have scooped the mandate to act for the underwriters.

As we enter the summer months the flow of deals looks as if it is going to be just as balmy as the weather.

Regulatory roundup

It seems that City competition lawyers are the only ones benefiting from the Competition Commission’s investigation into the grocery sector.

The UK’s big four supermarket chains are bracing themselves for astronomical legal fees following the Office of Fair Trading’s referral to the commission – six months after the regulator declared that no inquiry was necessary.

Asda, J Sainsbury, Tesco and Wm Morrison are expecting a combined legal bill in excess of £25m in the wake of the market-wide investigation. The law firms expected to benefit from the giant cheques include Slaughter and May, acting for Asda, Linklaters, advising Sainsbury’s, Freshfields Bruckhaus Deringer, which is representing Tesco, and Ashurst, acting for Morrisons.

Asda UK legal director Ellie Doohan told The Lawyer that the supermarket chain was concerned about its legal bill.

“As we’ve been through a number of [Competition Commission] inquiries, we’ve not been shy in asking our advisers for a ‘buy one, get one free’ deal on their fees,” she said.

In other regulatory news, Ofcom chief executive Stephen Carter has mysteriously stepped down from his role. Carter, who left the then debt-crippled NTL in 2003 to join the new regulator, has resigned from the position, effective from 15 October.

He will continue to lead on all operational and financial matters until his leaving date, but from 1 August will not be involved in Ofcom’s economic, competition and policy decisions.

Carter will be on gardening leave for the next 12 months.

An Ofcom spokesman said Carter was restricted from speaking to the media due to contractual obligations, adding that his reason for leaving was because he had “completed the initiatives he set out to do”.

Ofcom’s search to recruit Carter’s successor is already underway, with an appointment expected to be made by the autumn. The post will be advertised nationally and will be open to both internal and external candidates.

Partner of the month

Firm: Latham & Watkins
Partner since: 1998

University of California, Berkeley, 1990
BA, University of California, Berkeley, 1987
Key clients: AFK Sistema, Comstar, Novatek, Mobile TeleSystems

When it comes to Russian companies looking to float on the London Stock Exchange (LSE), Anya Goldin takes gold, silver and bronze in the race to represent the issuers. Goldin most recently listed a Russian company by leading the advice for Comstar on its $1.07bn (£570m) IPO in February, while she has also advised on Novatek’s $940m (£499.54m) IPO and the largest Russian listing to date, the $1.27bn (£670m) IPO of AFK Sistema during 2005.

The trio of high-profile and highly lucrative mandates gives Goldin the three largest IPO-to-LSE mandates so far and makes her Moscow’s undisputed corporate tsar of the Russian IPO.

Latham & Watkins’ Moscow managing partner has already secured the mandate on the forthcoming $2bn (£1.06bn) Vneshtorgbank float, and with several other Russian bank floats in the pipeline for 2006, is there even any other firm in the race?

Latham is traditionally an issuer stronghold. Goldin has even secured for Latham the underwriter’s role on the mammoth, but highly contentious, $10bn-$20bn (£5.31bn-£10.62bn) float of Russian state-owned oil and gas giant Rosneft. And that’s not counting her work for companies headed for the New York Stock Exchange.

Mergers & acquisitions highlights (any European involvement) April 2006

Target name: Arcelor
Bidder: Serverstal
Legal adviser(s):
Serverstal – Allen & Overy (Alistair Asher).
Arcelor – Skadden Arps Slate Meagher & Flom (Scott Simpson).
Russian steelmaker Arcelor has agreed to merge with Serverstal. The French group’s €44 (£30.31)-per-share offer thwarts a rival offer from Mittal Steel, advised by Cleary Gottlieb Steen & Hamilton, that valued Arcelor at €25.8bn (£17.78bn).
Value(€): 28.1bn
Value(£): 19.36bn

Target name: Euronext
Bidder: New York Stock Exchange NYSE)
Legal adviser(s):
NYSE – Darrois Villey Maillot Brochier, Loyens & Loeff, Wachtell Lipton Rosen & Katz (David Karp).
NYSE Board – O’Melveny & Myers (Walter Dellinger).
Euronext – Bredin Prat, Cleary Gottlieb Steen & Hamilton (Victor Lewkow), Slaughter and May (Frances Murphy, Nilufer von Bismarck), Stibbe (Jaap Willeumier).
The NYSE has signed a merger agreement with Paris-based pan-European bourse Euronext to create the world’s largest stock exchange. The move followed a rival bid from Deutsche Börse, which was rejected by Euronext’s shareholders last month.
Value(€): 15.6bn
Value(£): 10.75bn

Target name: Falconbridge
Bidder: Xstrata
Legal adviser(s):
Xstrata – Freshfields Bruckhaus Deringer (Julian Makin), Davies Ward Phillips & Vineberg (William Ainley).
Xstrata’s funding banks: Barclays, Deutsche Bank, JPMorgan Chase and Royal Bank of Scotland – Clifford Chance.
Falconbridge – McCarthy Tetrault.
UK-listed Swiss mining group Xstrata has launched an unsolicited bid for Canadian mining giant Falconbridge. The bid trumps the £7.7bn offer tabled by rival bidder Inco.
Value(€): 13.93bn
Value(£): 9.6bn

Target name: Eircom Group
Bidder: BCMIH (acquisition vehicle created by BCM, Babcock & Brown and ESOT)
Legal adviser(s):
Eircom – Freshfields Bruckhaus Deringer (David Sonter, Stephen Hewes, Don Guiney).
Babcock & Brown – Linklaters (Nick Rees), Matheson Ormsby Prentice (Tim Scanlon).
Australian investment group Babock & Brown has made a recommended €2.20 (£1.52)-per-share cash offer by means of a scheme of arrangement for Irish telecoms company Eircom.
Value(€): 2.4bn
Value(£): 1.65bn

Target name: Associated British Ports (ABP)
Bidder: Goldman Sachs-led consortium
Legal adviser(s):
Goldman Sachs – Freshfields Bruckhaus Deringer (Edward Braham, David Higgins).
ABP – Slaughter and May (Richard de Carle).
GIC Special Investments – O’Melveny & Myers (Chris Ashworth).
Borealis – Torys.
A consortium including Goldman Sachs, Borealis Infrastructure Management and GIC Special Investments has made an 810p-per-share offer for the UK ports operator.The ABP board has granted the consortium time to undertake confirmatory due diligence.
Value(€): 2.4bn
Value(£): 1.65bn

Target name: Amec SPIE
Bidder: PAI Partners
Legal adviser(s):
PAI Parners – Willkie Farr & Gallagher (Daniel Payan, Christope Garaud, Eduardo Fernandez).
Amec – Lovells (Monique Sentiles-Dupont).
Amec and French private equity house PAI have agreed terms for the sale of the French electrical engineering business to a new company controlled by PAI-managed funds. The deal is expected to close around the middle of the third quarter.
Value(€): 1.04bn
Value(£): 720m

Target name: Gartmore Investment
Bidder: Hellmann & Friedman
Legal adviser(s):
Hellmann & Friedman – Cleary Gottlieb Steen & Hamilton (Simon Jay, Christopher Austin, Nikhil Meta), Pinsent Masons, Ogier & Le Masurier, Allen & Overy.
Gartmore – Freshfields Bruckhaus Deringer (Robert Stirling, David Rouch, David Winfield), SJ Berwin.
Nationwide Mutual Insurance Company has agreed to sell fund manager Gartmore to Oxford Acquisition III, a company formed by US private equity fund Hellman & Friedman.
Value(€): 732m
Value(£): 504.33m

Deals volume

Acquisition finance update

The pipeline for deals may have slowed, if the City’s leveraged finance partners are to be believed, but there was still plenty of work around in May, including some 10-figure deals.

Clifford Chance partner James Johnson scooped a place on one of the biggest deals, advising Credit Suisse, Barclays Capital, Deutsche Bank, Dresdner Kleinwort Wasserstein and JPMorgan on the €2.4bn (£1.65bn) financing for Babcock & Brown’s bid for Eircom.

Shearman & Sterling showed its strength in the Italian market by acting on the landmark financing for Lottomatica by Credit Suisse and Goldman Sachs. The €4bn (£2.76bn) deal included the first hybrid issued by an Italian corporate and was led by Romebased partner Rob Ellison.

It may have suffered from a few upheavals of late, but Allen & Overy’s banking team has kept the deals coming. Partner Paul Flanagan was instructed by an HSBC-led syndicate on the $800m (£429.09m) facility for the merger between Pyaterochka Holdings and Perekrestok Holdings, while partner Stephen Kensell advised Goldman Sachs and HSBC on the financing for Hellman & Friedman’s purchase of Gartmore Group. White & Case partner Mike Goetz, meanwhile, acted for Deutsche Bank in connection with the €355m (£244.59m) senior and €50m (£34.45m) second lien financing for Oaktree Capital’s acquisition of Richmond Foods.

Top international deals

May was a busy month for Freshfields Bruckhaus Deringer, which scooped a role advising on the $9.7bn (£5.15bn) Bank of China IPO – the world’s biggest share listing for six years. The magic circle firm won the work after participating in a beauty parade and it is the first time that it has advised the bank. Hong Kong corporate partner Kay Ian Ng
led. New York’s Sullivan & Cromwell advised Bank of China on US aspects of the IPO, while Shearman & Sterling acted for the underwriters, Goldman Sachs and UBS.

Freshfields also won a big-ticket instruction from US private equity house Advent, advising on its E1.7bn (£1.17bn) acquisition of RWE Solutions Group, a subsidiary of German utilities giant RWE. The Freshfields team was led by Berlin corporate partner Stephanie Hundertmark, while Lovells acted for RWE, led by Frankfurt corporate partner Patrick Kaffine.

New York’s Simpson Thacher & Bartlett and Cleary Gottlieb Steen & Hamilton advised in the belated MasterCard IPO on the New York Stock Exchange – the biggest US stock market float in two years. The world’s second-largest credit card company is owned by more than 1,400 banks, which issue its cards. The partial float raised $2.4bn (£1.28bn). The company had originally been expected to go public by the end of March 2006, but delayed the float after chief executive officer Bob Selander was diagnosed with prostate cancer in February. The Simpson Thacher team was led by New York capital markets partner Vince Pagano, while New York-based securities and capital markets partner David Lopez led the Cleary team.

From the second-largest credit card company to the second-largest burger chain, New York rivals Davis Polk & Wardwell, Fried Frank Harris Shriver & Jacobson and Cleary advised on the $425m (£227.96m) Burger King IPO. Based in Miami, Burger King owns or franchises approximately 11,100 restaurants across 65 countries. Formerly owned by UK drinks giant Diageo, it was bought by private equity groups Texas Pacific Group and Bain Capital, with its $1.5bn (£800m) funds being managed by Goldman Sachs, in 2002. Davis Polk advised Burger King, led by New York capital markets partner Jeffrey Small. Fried Frank advised the sellers, led by New York corporate partner Robert Schwenkel. Meanwhile, Cleary acted for underwriters JPMorgan, Citigroup, Goldman Sachs and Morgan Stanley, led by corporate partner William Gorin.