A&O and Freshfields scoop lead roles on Liberty Global’s €6.9bn Ziggo takeover

Freshfields Bruckhaus Deringer, Allen & Overy (A&O) and Clifford Chance are among the firms advising on Liberty Global’s £5.7bn acquisition of Dutch cable operator Ziggo.

The bidder has been increasing its stake in Liberty Global over a number of months – raising its 12.65 per cent stake to 15 per cent in April 2013. It increased this to 28.5 per cent three months later, and has been in acquisition talks with the target since August.

The cash and shares deal valued the target at €6.9bn (£5.7bn), soaring to about €10bn (£8.3bn) including debt.

The combined operations will reach more than 90 per cent of all Dutch households.

It’s the second big purchase over the past year for acquisitional Liberty Global, which acquired Virgin Media for $23.3bn in February 2013 (6 February 2013). That deal allowed the group to expand in the UK, positioned to rival BSkyB.

Freshfields, Ziggo’s chosen advisers on its 2012 IPO, was once again instructed on its latest move. Corporate partner Jan Willem van der Staay led for the cable operator from the firm’s Amsterdam office.

Shearman & Sterling advised Ziggo on its financing, led by London-based capital markets partner Apostollos Gkoutznis. Finance partner Peter Hayes and senior associate Marwa Elborai assisted. The firm is Ziggo’s go-to adviser on financing, having issued the company’s first high yield bond in 2010.

Benelux firm Stibbe also landed a role advising Ziggo’s supervisory board, while Dutch firm Nauta Dutilh was instructed by JP Morgan and Perella Weinberg Partners as financial advisers to Ziggo.

A&O scooped the key role for Liberty Global, with Amsterdam-based partner Annelies van der Pauw leading on corporate aspects. Competition partner Paul Glazener advised on the substantial antitrust aspects of the transaction. The firm has worked in conjunction with the bidder in the past, having advised the underwriters arranging the financing for its bumper Virgin Media deal last year. 

Ropes & Gray advised Liberty Global on the substantial financing elements of the deal, led by London banking partner Tania Bedi, high yield partner Jane Rogers and finance partner Maurice Allen. The team also featured associates Gavin Green, Rob Haak, Haden Henderson, Chris Hastings, Alex Robb and Fergus Wheeler. The firm has a close relationship with the client, having also advised on the finance side of its Virgin Media acquisition.

Clifford Chance acted as Dutch legal counsel to the lenders, led by Amsterdam-based finance partners Mark Huddlestone, Titus De Vries and Tinkeke Kohe.

Meanwhile, Latham & Watkins acted for a consortium of banks on bondholder matters. London-based capital markets partners Tracy Edmonson and Scott Colwell led, alongside finance partner Dan Maze. Capital markets associates Alyssa Simon, Philip Stoup and Katherine DeWitt assisted, with finance associates Shahid Jamil and Andrea Hutchinson.

Latham was also involved in last year’s mammoth Virgin Media deal, with a team from its City office advising the initial purchasers on financing, and a Chicago-led team representing the financial adviser to Liberty Global.

Background to this deal:

This deal is the latest move in an ongoing saga between two of the world’s cable giants – Liberty Global and Vodafone.

Both have been gradually swallowing chunks of Europe’s broadband infrastructure over the past few years. In February 2013, Liberty Global acquired Virgin Media that made it the largest broadband company in the world (6 February 2013).

Meanwhile, Vodafone snapped up Kabel Deutschland last year in a €7.7bn (£6.6bn) deal (24 June 2013). Liberty Global reportedly put its own bid on the table for the German cable group, forcing UK-based Vodafone to increase its ultimately winning offer.

The two giants also cross paths on this latest deal, as Vodafone was linked with Ziggo over the past year. The rivalry looks set to continue, as the pair are thought to have locked horns over the potential takeover of Spanish operator Ono, which recently began preparations for a flotation.