Footie and telecoms dominate our regular round-up of recent M&A activity, as the threat of rising interest rates kick-started activity among organisations.
After a slow start to the summer, telecoms-mania and football-mania – or Gareth Bale-mania, anyway (see Deal of the Month) – hit the M&A markets. Hefty deals took place as the threat of rising interest rates spurred action.
The looming end to the era of cheap borrowing had a hand in Vodafone’s sale of its 45 per cent stake in mobile phone business Verizon Wireless. The deal was advised by Macfarlanes, Simpson Thacher & Bartlett, Slaughter and May and Wachtell Lipton Rosen & Katz (see Partner of the Month).
Microsoft followed Vodafone, with Covington & Burling and Simpson Thacher advising it on its £4.6bn takeover of Nokia’s mobile operations. Corporate partners Ingrid Rechtin, Brad Chernin and IP partner Evan Cox led, working with antitrust partner Miranda Cole, corporate partner Louise Nash and litigation partner Peter Swanson. Corporate partner Alan Klein advised from Simpson Thacher.
Meanwhile, Skadden Arps Meagher & Flom fielded corporate partners Ken King, Mike Mies and Danny Tricot, IP partner David Hansen and tax partners Paul Oosterhuis and Eric Sensenbrenner. Employment partner Joe Yaffe was also instructed alongside competition partners Frederic Depoortere, Steven Sunshine and Alec Chang, and counsel Giorgio Motta. Finland’s Roschier provided Finnish advice (for the full list of lawyers involved, see TheLawyer.com).
European deals were the order of the month in August, kicking off with Clifford Chance advising Montagu on the sale of web service Host Europe Group to Cinven. Led by partner Chris Kellet, the £438m deal was assisted by fellow Montagu relationship partner Simon Tinkler, senior associate Dan Royle and associate Patrick Lloyd. Freshfields Bruckhaus Deringer represented Cinven, led by corporate partners David Higgins and Adrian Maguire, and senior associates James Scott and Victoria Sigeti.
Next up was Irwin Mitchell, acting alongside Allen & Overy (A&O), Ashurst and Dechert on the largest sale of property loans since the
financial crash, with Wells Fargo’s £4bn acquisition of a chunk of real estate bank Hypothekenbank Frankfurt’s loan book (see Associate of the Month).
From property to soup – Cleary Gottlieb Steen & Hamilton advised private equity house CVC on its purchase of the European arm of Campbell Soup Company. The Cleary team included Brussels partners Laurent Legein and Jacques Reding, Paris-based Jean-Marie Ambrosi and London finance partner David Billington. A&O acted for Brussels-based Campbell, led by Belgian corporate partner Pierre-Olivier Mahieu alongside employment partner Pieter De Koster, tax partner Patrick Smet and environmental law partner Gauthier van Thuyne. Meanwhile Linklaters partner David Ballegeer led a team advising joint bookrunners and underwriters to CVC’s senior debt financing, Rabobank, ING and BNP Paribas Fortis.
The mood wasn’t all acquisitive in the eurozone, as Cleary and Cadwalader acted in a competition commission ruling against Ryanair, which was told to slash its stake in Aer Lingus to 5 per cent. Cleary competition partner Nicholas Levy advised Ryanair with associates Paul Gilbert and Ricardo Zimbron. The firm instructed Blackstone Chambers’ David Pannick QC and Brian Kennelly. Acting for Aer Lingus was Cadwalader managing partner Alec Burnside.
Finally, Dickson Minto advised client BC Partners on the flotation of estate agency Foxtons, predicted to generate up to £400m.
Deal of the Month
Gareth Bale’s record-breaking transfer to Real Madrid. By Grant Gordon, head of corporate at Fladgate
Fladgate acted for Gareth Bale in relation to his transfer from Tottenham Hotspur FC to Real Madrid. The team was led by Grant Gordon, head of corporate, who was assisted by Alan Wetterhahn, sports partner and Huw Witty, tax partner.
The transfer was a protracted affair, which is to be expected in the transfer of a high-profile player between leading football clubs, but our role intensified in the weeks leading up to the close of the transfer window on 2 September. The arrangements themselves were, at times, delicate and required advice in various areas including regulatory, tax and commercial matters including IP and image rights in particular.
Liaising with Spanish lawyers and tax advisers was a key aspect of the deal, not only in understanding and accommodating how Real Madrid structured matters, but in also conveying and emphasising how Bale wished to take things forward.
Details of the arrangements are, of course, confidential.
In deals such as this one needs to carefully navigate the player’s existing contractual arrangements and how these interact with those of the new club. Existing sponsorship deals may be competitive with official club sponsors and these issues need to be resolved before signature, particularly where image rights are an important aspect.
The deal required a cross-dep-artmental team working to an immovable timeline against the backdrop of intense media interest and, as is often the case with football transfers, was dependent on other transfers. The elements of the deal required detailed review and negotiation in the context of a constantly changing bigger picture (and the close of the transfer window).
There were essentially two deals happening simultaneously – between Real Madrid and Spurs and between Real Madrid and Bale. As a result of his higher profile in
recent years, issues related to Bale’s image rights took centre stage. From Real Madrid’s perspective the perceived value to the club of Bale’s image rights was a key driver of the deal and underpinned certain monetary aspects.
By and large, the structure of these deals is dictated by the clubs as the deals and players’ structures and arrangements need to fit in with the clubs’ established corporate structures and working practices. We have, however, seen a shift towards clubs taking more interest in players’ image rights and commercial pulling power, and we expect this trend to continue.
The most difficult aspect? Without a doubt, not letting anyone in the firm know that the team was working on the deal until the end.
The legal line-up:
For Gareth Bale: Berwin Leighton Paisner partner Graham Shear, Fladgate partners Grant Gordon, Alan Wetterhahn, Huw Witty and Spanish sports lawyer Iñigo Landa Aguirre, and Melvyn Grantz.
For Tottenham Hotspur: Tottenham Hotspur director of football administration Darren Eales is understood to have advised Tottenham on the transfer.
August deals with UK involvement
Cleary Gottlieb Steen & Hamilton is top of the table based on its work for Ryanair after the airline was told to slash its stake in rival Aer Lingus by the Competition Commission. Cleary competition partner Nicholas Levy led with associates Paul Gilbert and Ricardo Zimbron, instructing Blackstone Chambers’ David Pannick QC and Brian Kennell.
August’s top M&A deal was the buy-out of British industrial technology company Edwards Group by Swedish engineering group Atlas Copco. The Edwards team was led by Weil, Gotshal & Manges’ London-based corporate partner Peter King, assisted by New York corporate partners David Blittner and Jackie Cohen. Working alongside them was the Davis Polk team, led by London-based corporate partner Simon Witty and corporate partner John Banes. Cleary acted as counsel to Lazard, the financial advisers, with a team comprising partner Victor Lewkow and associate Emily Tvetenstrand, both based in New York. Atlas Copco was represented by Pillsbury Winthrop Shaw Pittman partners Stephen Rusmisel and Don Kilpatrick (M&A), Scott Landau (executive compensation), Jim Chudy and Harsha Reddy (tax), Chuca Meyer (environmental), and James Campbell and Samuel Pearse (securities).
Partner of the Month
Firm: Slaughter and May
Turnhill advised Vodafone on the English law aspects of the sale of its 45 per cent stake in Verizon Wireless with partner Craig Cleaver. Macfarlanes senior partner Charles Martin and partner Graham Gibb advised Verizon with Wachtell partners Daniel Neff and Steven Rosenblum. Simpson Thacher corporate partner William Curbow also advised on US aspects of the deal and De Brauw Blackstone Westbroek acted for Vodafone on Dutch issues, led by partner Paul Sleurink.
What was your role on this deal?
We advised Vodafone on English law, with Simpson Thacher advising on US law. Our main areas of responsibility relate to the terms of the stock purchase agreement and the proposed return of value.
How did you win the mandate?
We are on Vodafone’s panel, with previous mandates including advising on the acquisition of Essar’s minority shareholding in Vodafone India.
What was unique about the nature of the deal?
The scale of the proposed return of value and its potential impact on the broader economy made this deal stand out.
What was the first deal you worked on?
The defence of a hostile bid for Hall Engineering, subsequently trumped by a recommended MBO. It was all a bit complicated and fast-moving for a fresh-faced NQ. It was memorable for many reasons, including the fact that Rupert Beaumont was the partner – a wonderful lawyer and a wonderful man who will be missed.
What’s your most memorable moment on a deal?
My ability to remember transactions is almost non-existent. All relevant information tends to leave my mind shortly after closing. However, the announcement of this deal will stick in my mind for quite a while – I think.
Associate of the Month
Firm: Irwin Mitchell
Position: Real estate associate
Cartwright worked for Wells Fargo on the acquisition of a £4bn commercial real estate loan book from Hypothenbank Frankfurt – one of the largest ever European commercial real estate deals. She managed a team reviewing the security of a portfolio of more than 1,000 properties.
What was unique about the nature of this deal?
The sheer number of properties we were looking at. The deadline for completion of due diligence was less than three weeks.
What other deals have you taken the lead on?
I’ve had a busy time recently and in the space of one week completed two deals worth over £110m. The first was the sale of a portfolio of 10 properties for an investor client for over £40m and the second was advising Gazeley on the forward funding of a unit at Magna Park in Milton Keynes to Aviva’s Lime Property Fund.
What was the first deal you worked on?
Not long after I qualified I helped acquire an industrial estate in Wembley which involved a visit to a bikers’ cafe, being almost eaten by Alsatians at a car workshop, investigating a dark tunnel where a Prime Suspect murder had been filmed and nearly falling in a river. I work on cleaner deals now.