Lawyers used up their minutes on the latest instalment of the Vodafone/Liberty telecoms struggle in January, while football deals also featured strongly
It may be chilly outside, but things certainly hotted up in January between old telecoms rivals Liberty Global and Vodafone. The pair, which have been gradually buying their way across the European telecoms market, wasted no time crossing swords in 2014.
While Vodafone won the last battle – ultimately placing the winning $7.7bn (£6.6bn) bid for Kabel Deutschland last June – Liberty had the last laugh this time around, snapping up Dutch cable operator Ziggo for $6.9bn.
Freshfields Bruckhaus Deringer advised Ziggo on corporate matters, while Shearman & Sterling dealt with the target’s financing. Benelux firm Stibbe and Dutch firm Nauta Dutilh were instructed by Ziggo’s supervisory board and its financial advisers respectively.
Allen & Overy scooped the lead role for Liberty, while Ropes & Gray was approached by its long-standing client to advise on the deal’s substantial financing elements. The offeror turned to Loyens & Loeff on Dutch law aspects. Meanwhile, Clifford Chance acted as Dutch legal counsel to the lenders, and Latham & Watkins advised a consortium of banks on bondholder matters.
The Liberty/Vodafone transaction was not the only media deal Freshfields was involved in last month. It also advised the Guardian Media Group on its £600m sale of a 50.1 per cent stake in Trader Media Group – owner of Auto Trader – to private equity house Apax Partners. Simpson Thacher & Bartlett took the lead role for regular client Apax.
The oil and gas sector also had a strong start to the year, as Total became the first non-UK company to invest in the country’s shale gas sector. Dentons was instructed on its $1.6bn acquisition of a 40 per cent interest in two shale gas exploration licences in the UK.
ATP Oil & Gas kept Mayer Brown busy thanks to its $1.2bn restructuring and $133m sale to Alpha Petroleum, the UK subsidiary of private equity house Petroleum Equity.
From oil fields to football field, footie fans had plenty to cheer about last month, with a couple of big stadium deals. Queens Park Rangers FC turned to Macfarlanes and Lawrence Graham (LG) to advise on a 40,000-capacity stadium as part of a regeneration programme lined up for West London’s Old Oak district. Macfarlanes led on commercial matters, while LG dealt with planning.
Still footie-related, but this time on the other side of London, Balfour Beatty kept it in the family. The construction giant has dealt with all the legal work on its £145m mandate to transform the London 2012 Olympic stadium into West Ham FC’s home ground in-house.
A few firms made a splash in January for innovative finance deals, including Ashurst and Hogan Lovells for their roles advising Barclays and BlueBay respectively on their novel tie-up – the first between a traditional bank and a so-called ‘shadow bank’.
Linklaters also exercised its creative flair, advising on the Government’s first-ever sukuk issue – part of prime minister David Cameron’s bid to position London as a leading hub for Islamic finance.
Also on the home front, Burges Salmon advised Crown Estates on the £31m sale of Honda’s biggest storage depot in Avonmouth to BlackRock UK Property Fund and Canmoor, which instructed Berwin Leighton Paisner on the acquisition.
Further afield, two US giants advised on Japanese drinks maker Suntory’s biggest-ever overseas transaction – the $16bn acquisition of US spirits group Beam, maker of Jim Beam. Cleary Gottlieb Steen & Hamilton led for Suntory, while Sidley Austin lined up for Beam.
January deals with UK involvement
The five firms to scoop a mandate to advise on the enormous Liberty/Ziggo deal sit atop last month’s M&A rankings. Of the cohort, Freshfields Bruckhaus Deringer takes top spot thanks to also working on January’s second biggest deal by value – Foster Wheeler’s $2.7bn takeover by oil services rival Amec, on which it advised the target.
Norton Rose Fulbright comes sixth in the rankings, having advised F&C Asset Management on its acquisition by Canadian firm BMO Global Asset Management via a scheme of arrangement.
Meanwhile, Slaughter and May, Jones Day and De Brauw Blackstone Westbroek took supporting roles in the top 10 thanks to working on Cineworld’s $828.6m combination with Cinema City, to create the second largest cinema operator in Europe.
Deal of the Month: Liberty Global’s acquisition of Ziggo
By Maurice Allen, finance partner, Ropes & Gray
Ropes & Gray acted for Liberty Global plc in connection with the financing of their proposed €9bn public offering of Ziggo N.V. As is often the case with Liberty financings and given this involved a listed company the deal was compressed into an extraordinarily short timetable.
The transaction relied on a complex financing structure involving both bank loans and bonds. It is a real strength of Liberty that they can readily access both the bank and bond markets depending on the liquidity in the market at any given time. This transaction was notable for the fact that the acquisition was funded principally through the loan markets with ‘covenant lite’ or perhaps more ‘covenant loose’ features giving the flexibility that is one of the attractions of the bond market.
The Ropes’ and Liberty lawyers therefore needed to be au fait both with the loan and bond markets and the interplay between the two.
Perhaps even more important is the fact that there is an extremely good dynamic between the in-house team and Ropes and amongst all the professionals involved on all sides of the transaction. These are relationships that Liberty has cultivated over many years and means the process is very much a collaborative one.
Liberty’s in-house legal team is high-quality and very much plugged in to the business side of the organisation. Jeremy Evans led the team and was supported by Nina Alitalo, Ruchi Kaushal and Sasha McFarquhar on the finance side and Henry Harris on the M&A. The Ropes’ team was led as ever by Tania Bedi on the bank side and Jane Rogers on the bond side.
One of the things that really hit me about the Ropes’ transaction team was looking around a conference room where we were meeting and realising that amongst the 20 or so lawyers present there were more than a dozen different nationalities. It is not only the pace of deals that is changing in the City.
The legal line-up:
For Liberty Global: Allen & Overy (corporate partner Annelies van der Pauw, competition partner Paul Glazener), Ropes & Gray (banking partner Tania Bedi, high yield partner Jane Rogers and finance partner Maurice Allen, and associates Gavin Green, Rob Haak, Haden Henderson, Chris Hastings, Alex Robb and Fergus Wheeler), Clifford Chance as Dutch counsel to the lenders (finance partners Mark Huddlestone, Titus De Vries and Tinkeke Kohe), Latham & Watkins for banks on bondholder matters (capital markets partners Tracy Edmonson and Scott Colwell, finance partner Dan Maze and associates Alyssa Simon, Philip Stoup, Katherine DeWitt, Shahid Jamil and Andrea Hutchinson), Loyens & Loeff on Dutch law aspects.
For Ziggo: Freshfields Bruckhaus Deringer (corporate partner Jan Willem van der Staay), Shearman & Sterling on financing (capital markets partner Apostollos Gkoutznis, finance partner Peter Hayes and senior associate Marwa Elborai), Stibbe for Ziggo’s supervisory board and Nauta Dutilh by financial advisers.
Partner of the Month: Danielle Beggs
Position: Partner, energy and infrastructure
Beggs led Dentons’ advice for French energy giant Total on its $1.6m acquisition of a 40 per cent interest in two shale gas exploration licenses in the UK’s Gainsborough Trough. She was assisted by senior energy associate John Stockdale and planning associate Roy Pinnock.
What was your role on this deal?
I led the team which advised French energy giant Total as the first major oil company to invest in two shale gas exploration licences in the UK, in the Gainsborough Trough area of the East Midlands.
How did you win the mandate?
Total is a longstanding client of the firm, going back at least 80 years. I am very fortunate to follow in the footsteps of the various partners who built up the relationship with Total over those years. We won this work as a direct result of our relationship with this very important client.
What was unique about the structuring or nature of the deal?
The fact that it is onshore rather than offshore. Whilst there are similarities with previous offshore deals I have worked on, there are also significant differences, most notably the interplay with the planning regime and the different environmental regime. This was a great opportunity to work with my colleagues in our planning and environmental departments.
What was the first deal you worked on as a trainee or lawyer?
As a relatively junior in house lawyer at British Gas, I helped BG buy two LNG tankers. I was amazed to be given such an interesting and complicated piece of work at such an early stage in my career.
What’s your most memorable moment on a deal?
I’m lucky to work in a sector where most of the deals are memorable so it’s difficult to pick one. Completing this deal for Total though was pretty special given that it is a groundbreaking deal in every sense.
Associate of the Month: Matthew Sims
Firm: Burges Salmon
Position: Senior associate, real estate
Sims led for The Crown Estate on the sale of Honda’s storage depot in Cabot Park, Avonmouth, to the BlackRock UK Property Fund and Canmoor for £31m. Berwin Leighton Paisner partner Simon Kenley advised BlackRock UK.
What was unusual about the structure or nature of the deal?
I was part of the Burges Salmon team that acted for The Crown Estate in its purchase of Honda’s site in Avonmouth in 2005 and so it was particularly satisfying to also act on its disposal.
What other deals have you taken the lead on?
I am very fortunate to act for The Crown Estate on its St James’s portfolio which is currently the focus of a £500m investment plan. I have led on high-profile restaurant and retail lettings to international occupiers that will help transform the area’s reputation as a stimulating and eclectic shopping and dining destination, the most recent of which was the fantastic Villandry restaurant which opened in November.
What was the first deal you worked on as a trainee or lawyer?
As a fresh-faced trainee at Burges Salmon, I assisted our transport team on a rail franchise bid by a train operator. It was certainly an eye opener on the great quality of work that was to follow.