Herbert Smith Freehills and Gilbert + Tobin advise on sale of DTZ

Herbert Smith Freehills (HSF) has advised UGL Group on the A$1.215bn (£672m) sale of DTZ, its property services business, to a consortium of TPG Asia, PAG Asia Capital and Ontario Teachers’ Pension Plan (TPG and Partners).

Subject to approval by regulators the deal is expected to complete in September after which UGL will enter into a transition services agreement to help business continuity and the transfer of DTZ to the TPG consortium until August 2015.

The team from HSF was led by Sydney-based partners Philippa Stone and Philip Hart, alongside associates Adrian Amer, Hayden Guthrie, Tom Cooper, John Blake and Charlotte Cameron.

The cross-border nature of the transaction meant that HSF drew on 12 offices in total: Beijing, Belfast, Hong Kong, London, Madrid, Melbourne, New York, Paris, Qatar, Singapore and Tokyo.

M&A partner Stephen Wilkinson and senior associate Nancy Roberts acted on the deal from the London office.

UGL general counsel Murray McArdle was heavily involved with the transaction but little of the work is thought to have been done by the in-house teams.

TPG executive director Simon Harle was lead negotiator for TPG and Partners, alongside managing partner Ben Gray. They were advised by Sydney-based Gilbert + Tobin (G+T), alongside Cleary Gottlieb as international counsel. The team was led by New York finance partner Duane McLaughlin and corporate partners Michael Preston in Hong Kong and Paul Shim in New York. Washington DC regulatory partner Paul Marquardt and New York-based tax partner Jason Factor and real estate partner Steve Horowitz were also involved.

Neil Pathak led for G+T alongside associates Nick Li and Joshua Fast. TPG were also advised by Cleary Gottlieb Steen & Hamilton, Chinese firm Fangda Partners and UBS.

Background to the deal:

Goldman Sachs acted exclusively as financial adviser to UGL. The firm has been reviewing UGL’s business since last year and initially mulled a demerger of DTZ rather than a sale.

It is thought that HSF would have been the preferred choice of adviser for TPG had it not already been instructed by the vendor.

Legacy Freehills had a longstanding preferred advisor status with TPG in Australia. Gilbert + Tobin finance partner John Schembri worked for the group for a number of years while he was at Freehills, introducing the client to his new firm after the move.

G +T has done most of TPG’s finance work since Schembri joined the firm five years ago.

G+T lead partner Neil Pathak has not acted for TPG previously but was also at Freehills before joining his current firm.