Freshfields and Schoenherr log in for Carlyle’s software sale

Clifford Chance, Duane Morris and Freshfields Bruckhaus Deringer joined Austrian firm Schoenherr advising on Swedish private equity outfit EQT Partners’ $270m (£172m) acquisition of IT company UC4 Software from the Carlyle Group.

The deal, signed late last week, sees EQT VI purchase the Austria-based IT process automation software company, six years after Carlyle Europe Technology Partners I acquired it in 2006.

Freshfields advised Carlyle on the latest transaction, with the team led by Vienna corporate partner Konrad Gröller. Freshfields Austria-based corporate principal associate Alexander Operenyi also advised alongside competition partner Axel Reidlinger and competition associate Maria Dreher.

Schoenherr was the lead adviser to EQT, fielding Christian Herbst, a corporate partner based at the firm’s Vienna headquarters. Other members of the Austrian firm’s team were attorney Wendelin Ettmayer, senior associate Katharina Oberhofer and competition partner Volker Weiss.

Clifford Chance and a New York team from US firm Duane Morris were also instructed by EQT in a smaller role advising on due diligence, with the magic circle firm fielding both London and Frankfurt teams.

The Clifford Chance team comprised London banking partner Taner Hassan, Frankfurt corporate partner Christopher Kellett and London corporate partner Amy Mahon.

The deal is subject to regulatory go-ahead, which is expected in the fourth quarter of this year.

UC4 said its software licence revenue had grown 21 per cent in the past financial year to $67m (£48.4m), with the company expanding during that period through office openings in Poland and Singapore.

Background to this deal:

The transaction follows a flurry of activity in the European software sector in the past twelve months, with US private equity group Vista Equity Partners buying banking software company Misys, a deal that gave roles to Allen & Overy and Kirkland & Ellis (20 February 2012), and a string of US and UK firms advising on Hewlett-Packard’s acquisition of Autonomy (19 August 2011).

EQT’s takeover of UC4 sees Freshfields leverage its relationship with Carlyle, although the private equity giant has hired a range of firms in the past, notably Clifford Chance, where London-based global private equity head David Walker has advised it on several deals including the £650m sale of Talaris to Glory earlier this year (14 February 2012) and the acquisition of RAC from Aviva last year (23 June 2011).

Gröller and Freshfields’ Austrian team has longstanding ties to Carlyle. The latest line-up mirrors that of the original private equity acquisition of UC4 in 2006, when the company’s founders hired Schoenherr’s Herbst for the sale, while Gröller advised Carlyle.

EQT has a close relationship with White & Case’s Swedish office, with a Stockholm team advising it on its sale of security products maker Securitas Direct to Bain Capital and Hellman & Friedman last year (4 July 2011). Outside Sweden, however, EQT instructs relatively broadly, with decisions on hiring law firms usually taken by the individual EQT partner managing the deal. It brought in Lena Almefelt as its Stockholm-based general counsel in April this year; Almefelt was previously a partner at Swedish independent Vinge, the same firm from which the company’s White & Case relationship contact Tuula-Anneli Tallavaara joined.