Offshore: Deals Q1 2012

There have been a host of big deals this year, including the largest offering to come from Brazil and an RBS asset sale

Julian Black
Julian Black

Cayman Islands

Petrobras Pifco bond issue (February 2012)

Brazilian oil giant Petrobras and its ­finance subsidiary Pifco issued an ­aggregate of $7bn (£4.36bn) of notes in February 2012, having previously issued bonds of €1.85bn (£1.51bn) and £700m in December 2011. The February offering was the largest ever to come out of Brazil.

For Petrobras: Walkers partner Nicole Pineda and associates Nicholas Pattman and Shamar Ennis; Cleary Gottlieb Steen & Hamilton partner Francesca Odell, attorney Carla ­Passos, associate Carolina Barbeiro and international lawyer Indira Kurokawa

For underwriters and bookrunners BB Securities, Citigroup Global ­Markets, Itaú BBA USA Securities, JPMorgan Securities, Morgan Stanley & Co, Santander Investment Securities, Banco Votorantim Nassau Branch, Mitsubishi UFJ Securities (USA): Mattos Filho Veiga Filho Marrey Jr e Quiroga Advogados partners Renato Ximenes and Giovani Loss and associates Gustavo Gonzalez and William Cortês; Shearman & Sterling partners Stuart Fleischmann and Mathias von Bernuth and ­associates Fernanda Iacia and Ivana Martins

Schahin II Finance Company (March 2012)

Brazilian offshore oil exploration company Schahin Engenarhia recently commissioned the construction of the Marshall Islands-flagged drillship Sertão, to be financed through the issue of a $750m bond. A Cayman Islands special purpose ­vehicle was set up for the purpose.

For issuer Schahin II Finance ­Company: Conyers Dill & Pearman partner Alan Dickson, associate David Pytches and consultant Gabriela ­Romano; Linklaters; Lafosse Avogados (Brazilian advice); Holland & Knight (Marshall Islands advice)

For the note purchasers/ underwriters, including Nomura Securities International, Morgan Stanley & Co, Deutsche Bank Securities and Mizuho Securities USA: Hogan Lovells; Souza Cescon ­Barrieu & Flesch Advogados

China Investment Corporation’s/ Global Logistic Properties’ acquisition from Japanese Warehouse Properties (December 2011)

Global Logistic Properties formed a Cayman-domiciled joint venture with China Investment Corporation to acquire 15 storage facilities in Japan from Japanese Warehouse Properties with a value of $1.6bn. The deal was one of 2011’s largest Japanese real estate transactions.

For China Investment Corporation: Milbank Tweed Hadley & McCloy of counsel Li Chen

For Global Logistics Properties: Walkers partner Thomas Granger; Morrison Foerster partner Eric Piesner

Apollo Global Management collateralised loan obligation (February 2012)

Citigroup raised $436.7m for Apollo through a ­collateralised loan obligation. Two Delaware limited-liability companies were merged into the surviving Cayman issuer, with one entity merging via an equity purchase agreement.

For the issuer Citigroup: Appleby partner Julian Black; Cleary Gottlieb Steen & Hamilton counsel Joyce McCarty

For Apollo Global Management: Dechert partner John Timperio

Irish legal advice for the Irish Stock Exchange listing: McCann FitzGerald partner Tony Spratt


RBS – Project Isobel (December 2011)

A joint venture between RBS and Blackstone saw the sale of £1.36bn in property assets. RBS sold 25 per cent of the portfolio to Blackstone, which financed the acquisition through three-year senior debt of £550m. A junior loan agreement brought the total to over £927m.

For RBS: Collas Crill group partner Paul Wilkes and associate Kit Hobbs; Berwin Leighton Paisner partners Paul Severs, Michael Wistow, Emma Howdle-Fuller, Tom Church, Jayne Black, Trevor Wood, James Duncan and senior associates Hugh Mildred and Andrzej Janiszewski; Clifford Chance partner Andrew Forryan

Better Capital protected cell company (January 2012)

London-listed closed-ended fund Better Capital was converted into a protected cell company (PCC) in 2009. This year the fund launched a second cell in the first example of a closed-ended PCC, with more than one cell having a full London Stock Exchange listing. The 2012 cell has raised £169.9m of new money to invest in Better Capital’s second fund. The new money was raised under a placing and an open offer to existing shareholders. Like the 2009 cell, the 2012 cell will invest principally in UK and Irish turnaround opportunities.

For Better Capital: Carey Olsen partner Tom Carey, senior associate Tony Lane, associate Alex Mauger; DLA Piper partners Jon Hayes and David Williams


Cinven’s acquisition of CPA Global (January 2012)

Private equity house Cinven ­acquired Jersey-headquartered patent annuity business CPA Global in early 2012. The deal ­proceeded by way of a Jersey scheme of arrangement and has ­received regulatory ­approvals and the sanction of the ­Jersey Royal Court. It is valued at around £950m. Cinven acquired CPA from its previous shareholders, including Intermediate Capital Group and the founder shareholders (patent ­attorneys in the UK and Australia) for an undisclosed sum.

For Cinven: Mourant Ozannes partners James Hill and Joel Hernandez, leading managing associate Matt Shaxson, senior associates Paul Martin, John Rochester and Alistair Horn, associate Jonathon MacFeeters and paralegal Mathew Du Val; Freshfields Bruckhaus Deringer partners David Higgins, Adrian Maguire and Sean Pierce

For CPA Global: Carey Olsen partners Guy Coltman and Peter German; Travers Smith partner Chris Hale

For CPA Global’s management: DLA Piper partners David Raff and Charles Cook

Mattel’s acquisition of HIT Entertainment (February 2012)

Global entertainment brand Mattel bought HIT Entertainment for $680m in cash from a consortium led by Apax Partners in February 2012. HIT is the owner of brands including Thomas & Friends, Bob the Builder and Fireman Sam.

For Mattel: Bedell Cristin partner Peter Byrne and associates Malcolm Ellis and Anthony Clerehugh; Latham & Watkins partner Nick Kline

For HIT Entertainment: Weil Gotshal & Manges partners Michael Aiello, Mark Soundy, Jackie Cohen, Peter King, Ken Heitner, Michael Kam, Michael Nissan, Sarah Priestley, Annemargaret Connolly and Joe Verdesca, counsel Arlene Hahn, Paul Ferrillo, John Sipple and Ivor Gwilliams, and associates Vaughan Petherbridge, Kathleen Clark, Paul Carbonelli, Mark Schwed, Tara Lancaster, Dan Stanton, Stephen Edwards, Joshua Gelfand, Daniel Birnhak, Dean O’Connell, Elizabeth Martialay, Tom Goslin, ­Geoffrey West and Oliver Walker

Colfax UK Holdings’ acquisition of Charter International (January 2012)

The UK subsidiary of pumping and fluid-handling systems giant Colfax Corporation acquired Charter International through a Jersey scheme of arrangement. The deal was valued at an estimated $2.4bn.

For Colfax: Carey Olsen partners Guy Coltman and Robert MacRae, senior associates David Allen and Andreas Kistler and associate Kate McCaffrey; Skadden Arps Slate Meagher & Flom

For Charter International: Mourant Ozannes partner Robert Hickling and senior associate Paul Martin; Slaughter and May partners Andy Ryde, Robin Ogle, Sarah Lee, Jonathan Cotton, Richard Swallow, Robert Byk, Bertrand Louveaux, Jonathan Fenn, Sandeep Maudgil, Sara Luder and associates Chris Bulger, Connor Cahalane, Emma Whyte, Andrew Stevens, Simon Osborn-King, Alexandra Harvey, Paul Walter, Peter Rowland, Adam Taylor, Edward Smith, John Meehan

Source: Appleby Global Group Services

Source: Appleby Global Group Services