Ten firms get teeth into United Biscuits break-up

Ten major law firms in London and Paris have been brought together on the £1.26bn offer for United Biscuits – believed to be the biggest public to private buyout ever.

Last week, the Burlington and Finalrealm consortia declared a truce in their bidding war for the snack food conglomerate when they settled on a joint bid that will see United Biscuits partly broken up and massively restructured.

The bid brought together an unprecedented combination of private equity and industrial might. Should the offer go unconditional – which City-watchers expect could happen sooner rather than later – the lawyers expect several more months of complicated manoeuvring.

“We are past the fireworks stage but there is still a lot of work to be done,” says Stephen Mostyn-Williams, finance par-tner at Shearman & Sterling.

The Burlington consortium was made up of US-based Nabisco and Hicks Muse Tate & Furst, a Texas-based private equity firm.

Nabisco was advised by a team at Ashurst Morris Crisp led by Paul Gadd and assisted by Nigel Stacey, and leading US white shoe firm Davis Polk & Wardwell, headed by corporate partner Jack McCarthy.

Hicks Muse Tate & Furst was advised by Weil Gotshal & Manges‘ head of corporate Michael Francies, assisted by Bill Hutchings and Doug Nave on competition matters. Jeff Eldredge, mergers and acquisitions partner at Vinson & Elkins, also acted for Hicks Muse. Eldredge was assisted by Andy Wright.

The Finalrealm consortium comprised Paribas Affaires Industrielles, the private equity arm of the French bank, UK leveraged buyout firm Cinven Group and DB Capita, a unit of Germany’s Deutsche Bank AG. The bid received financial backing from Groupe Danone SA of France.

The list of financial advisers for Finalrealm reads like a Who’s Who of City lawyers. Advising Parisbas was a team at Norton Rose, headed by Philip Rhodes. Norton Rose also advised Cinven. Freshfields manager in finance Presley Warner, assisted by Sean Pierce, advised Danone in the UK. In Paris, Danone was advised by a team from US firm Willkie Farr & Gallagher led by Daniel Payen.

Deutsche Bank, which provided about £1bn in debt, was advised by Mostyn-Williams at Shearman & Sterling. Caroline Leeds assisted. Shearman & Sterling also advised DB Capital Partners, which provided a small chunk of finance.

SJ Berwin and Travers Smith Braithwaite were part of a supporting cast of firms and advisers on the banking side.

Weil Gotshal’s Hutchings says: “The number of banks taking part and the sheer volume of advisers is quite staggering.”