Freshfields and Hengeler lead as CVC seals €3.1bn German buyout

Freshfields Bruckhaus Deringer and German independent Hengeler Mueller have taken lead roles on CVC Capital Partners’ €3.1bn (£2bn) acquisition of energy metering group Ista from private equity rival Charterhouse Capital Partners.

Ludwig Leyendecker
Ludwig Leyendecker

The mandate marks Hengeler’s first major announced deal for CVC, which has previously turned to Clifford Chance and Freshfields for advice on the majority of its investments.

The agreement, signed on Wednesday (17 April), sees CVC acquire a majority stake after holding an interest in the Essen-based company since 2003. It is said to be Germany’s largest buyout since PAI partners and Goldman Sachs Capital Partners acquired materials group Xella in 2008.

CVC was advised by Hans-Jörg Ziegenhain, who acts as the London private equity group’s relationship partner. He was joined by fellow Munich corporate partner Emanuel Strehle and Düsseldorf corporate partner Christian Schwandtner, as well as Munich-based counsel Attila Oldag.

Freshfields’ team acting for Charterhouse was led out of Cologne by corporate partners Oliver von Rosenberg and Ludwig Leyendecker alongside London finance partner Simone Bono and Cologne-based associates Martin Kleppe and Christiane Fabel.

Allen & Overy (A&O) advised CVC’s lender Deutsche Bank, with its team including Frankfurt counsel Mark Hallett.

Kirkland & Ellis advised CVC on the €2.3bn (£1.97bn) financing to fund the acquisition, which is expected to include senior secured bank debt, senior secured high-yield bonds and senior unsecured high-yield bonds. The US firm’s team was led by London partners Ward McKimm and Neel Sachdev and associate James Crooks.

P+P Pöllath + Partners Munich corporate partner Otto Haberstock advised Ista’s management.

Background to this deal:

CVC bought a majority stake in Ista in 2003 and reduced this to 24 per cent in 2007 by selling the bulk of the company to Charterhouse. The 2007 deal gave advisory roles to A&O Hamburg corporate partner Helge Schäfer for Charterhouse and Freshfields for CVC, with Freshfields’ lead duo reported by German legal website JuVe to be Rosenberg and Leyendecker.

Hengeler’s Ziegenhain has previously advised CVC on unsuccessful bids. Its ties to the group date back to Ziegenhain’s role leading for Deutsche Bahn on its sale of chemicals distribution company Brenntag, in which CVC lost out to eventual buyer Bain Capital. Ziegenhain was at Freshfields at the time and switched to Hengeler, Slaughter and May’s German best friend, in a shock move in 2006 (30 January 2006).

CVC has been a client of Freshfields in London since 2003, when London partners Edward Braham and Patrick Gaynor advised it on its takeover of department store chain Debenhams. The account is handled by City corporate partner Christopher Bown. The firm is also an established adviser to Charterhouse in Germany and last year advised it on its acquisition of technology safety group Bartec from Capvis, fielding a team including Frankfurt corporate partner Andreas von Werder.

Clifford Chance is traditionally CVC’s main external law firm, with JuVe reporting that Frankfurt private equity partner Christopher Kellett led on its unsuccessful bid for tableware manufacturer Württembergische Metallwarenfabrik in 2012. However, Freshfields – which was conflicted on the latest deal due to its role for Charterhouse – has made major inroads in recents years.

Kirkland’s London office advised CVC and Cerved Technologies on Cerved’s €780m high-yield offering and €75m super senior revolving credit facility in January this year. The proceeds of the transaction were used to finance CVC’s acquisition of Italy’s Cerved.

For more on CVC’s relationship with Clifford Chance and Freshfields, as well as an in-depth analysis of Clifford Chance’s private equity practice in light of practice head David Walker’s imminent exit, see The Lawyer on Monday.