Freshfields and Linklaters lead on Glencore’s $82bn Xstrata merger

Freshfields Bruckhaus Deringer and Linklaters have won lead roles on the potential $82bn (£51.8bn) merger of mining giants Glencore and Xstrata, a groundbreaking transaction in the resources industry.

Charlie Jacobs
Charlie Jacobs

Freshfields partner Julian Makin is understood to be advising Xstrata on the deal, while Glencore is understood to have turned to Linklaters partner Charlie Jacobs, its longstanding adviser.

The  deal, which is reported to be close to finalising, would see Glencore, the world’s largest commodities trader, combine with the fourth largest mining company globally.

Xstrata has confirmed the approach from Glencore, but said the deal was not yet certain.

Julian Makin
Julian Makin

Both companies are established clients for the respective law firms. Jacobs advised Glencore on its IPO last year (12 April 2011), while Makin advised Xstrata on its bid for Falconbridge in 2006 (17 May 2006) and its 2009 rights issue, in which Jacobs advised the banks.

Linklaters corporate partner David Avery-Gee, who also advised on the Glencore IPO, and associate Kay Moon are also advising on the proposed merger.

Freshfields senior associates Richard Thexton and Richard Blair were also in the team acting for Xstrata, whose in-house team on the deal was led by general counsel Benny Levene.

General counsel Richard Marshall and company secretary John Burton led Glencore’s in-house team. Glencore brought in Burton from Informa, also a Switzerland-based company, in September following its listing, which created additional corporate law needs.

Meanwhile, Ashurst, Cleary Gottlieb Steen & Hamilton, Linklaters and Travers Smith won advisory roles on US private equity group TPG Capital’s £508m takeover of UK financial services company GlobeOp.

The deals Geo3, a partnership owned by TPG, acquire the UK-listed hedge fund administrator, which will continue to be run by its existing senior management team, which will reinvest 70 per cent of the proceeds from the deal into the company. Geo3 is offering 435p per share for the target.

Ashurst corporate partners Stephen Lloyd and Jonathan Earle and corporate associate Kate Gritten advised GlobeOp, with chief economist Matt Hughes and financial regulatory partner Rob Moulton advising on regulatory matters.

Corporate partner Isabelle Lentz advised on the Luxembourg-related aspects and corporate associate Louise Batty advised on incentives. GlobeOp was founded in Luxembourg in 2000.

The mandate came following a competitive pitch process two years ago to find a corporate adviser for the company.

Lloyd and Earle successfully won the bid to act for the GlobeOp, which had previously used Weil Gotshal & Manges but was looking new lawyers. Weil had advised on the its London IPO in 2007. Weil did not immediately respond to a request for comment.

Lloyd and Earle were an obvious pair for the deal, with global corporate head Lloyd focusing on private equity and Earle on the financial institutions sector. Earle advised financial information services company Markit on its failed bid to acquire clearing house LCH.Clearnet (3 October 2011) and on its acquisition of QuIC Financial Technologies last year.

Linklaters private equity partner Carlton Evans advised TPG, working alongside Jacobs.

Travers Smith acted for the management of GlobeOp, fielding corporate partner Paul Dolman as the lead adviser. Corporate partner Neal Watson, corporate head Chris Hale, tax partner Russell Warren and senior corporate associate Adam Orr were also in the team.

Cleary advised TPG on financing, UK regulatory and competition issues, with the team including New York finance partner Duane McLaughlin, London finance partner David Billington and Brussels competition partner James Modrall. New York partner James Duncan advised on tax matters.

Cleary has an established relationship with TPG, which it advised on the £1.3bn sale of Turkish spirits producer Mey Icki to Diageo last year (28 February 2011).