The award for Corporate Team of the Year, sponsored by Howden, features a diverse selection of deals. The shortlist includes public and private acquisitions, transatlantic deals, attempted hostile takeovers and restructurings, and involves clients across a range of industries.
In a high-profile boardroom tussle, Clifford Chance advised Provident Financial on its successful 14-week defence against an unsolicited offer by Non-Standard Finance (NSF). The surprise takeover was supported at the outset by shareholders with over 50 per cent of the total shares, and the only warning was a voicemail to Provident’s Chairman minutes before the offer. Clifford Chance had to act quickly, and a forensic analysis of NSF’s accounts found that some of its dividends and buy-backs were unlawful. This allowed Provident to delay the timetable and slowly turn the institutional shareholders to their side.
Another deal that received lot of media attention, King & Spalding advised on the restructuring of Eddie Stobart after it suspended trading in August 2019. With Eddie Stobart being a much-loved British brand, this was splashed across the national newspapers. Under this media scrutiny, King & Spalding negotiated a debt restructuring and the sale of the trading entity to private equity investor DBAY, which acquired 51 per cent of the business without ESL changing hands from its existing public shareholders.
One of the private equity deals involved Macfarlanes advising Exponent Private Equity on the purchase of KPMGs pensions advisory service. This occurred after KPMG were pressured by the government into splitting their consultancy business from their audit business. The deal will see all 20 pensions partners and 500 staff transferred to special purpose vehicle owned by Exponent.
The next PE deal was led by Taylor Wessing. Their team helped Affirma Capital in the buyout of Standard Chartered Bank’s private equity business in July 2019 for £790m. Taylor Wessing had to bring together both its private equity transaction and fund formation experience, with the result being that Affirma Capital now has over £3bn of assets under its management.
An international public M&A deal, Pinsent Masons advised US-based Nasdaq listed company CommScope, a leader in communication infrastructure, on the $7.4bn transatlantic acquisition of ARRIS. The merger will create a company with $11.3bn in revenue and adjusted EBITDA of $1.8bn. The team had to manage the web of legal challenges created by the interplay between US and UK securities law. The number of English incorporated Nasdaq companies is limited, meaning this deal is one of the first of its kind and provides a good blueprint for other firms to follow in the future.
In December 2019, Skadden aided Phoenix Holdings Group in its expansion in the insurance market by advising on the £3.2bn acquisition of ReAssure Group from private equity firm Swiss Re. This deal propelled Phoenix into the FTSE 100 and provided Swiss Re and its partner, MS&AD Insurance Group, who owned 25 per cent of ReAssure, with an exit from its position after it cancelled a planned IPO in July 2019.
Simmons & Simmons advised Growthpoint Properties, the largest South African Real Estate Investment Trust on the Johannesburg Stock Exchange, on its majority investment in Capital & Regional, a UK focused REIT. The transaction included an offer to acquire 220 million shares for approximately £72.5m and a subscription for approximately 311m new shares, resulting in Growthpoint holding 51.2 per cent of Capital and Regional. Partial offers under UK Takeover Code are extremely rare, with this being on of the first where the partial offer and share subscription elements were conditional on each other.
The full shortlist
|King & Spalding|
|Simmons & Simmons|
|Skadden, Arps, Slate, Meagher & Flom (UK)|
A message from our sponsor, Howden Legal Services Practices Group
2020 has introduced many risk issues for law firms. The PII market is one of those with conditions the most challenging for many years.
Actuarial pressure to increase rates combined with the reduction in capacity has led to increases in rates. Many have seen increases of 20 per cent; some insurers are requiring much more. The excess layer market is where we have seen the highest increases, with rates on some layers increasing to unprecedented levels.
Insurers are also requiring considerably more information than ever before. As a consequence, turnaround times are slower than usual, made all the more complicated by remote working conditions. We have seen less discretion given to front line underwriters and their levels of participation on programmes have generally reduced. For this reason, brokers are requiring more time than ever to finalise placements.
The Howden Legal Services Practices Group is a leading insurance broker for law firms. Our growing portfolio of UK 200 clients is firmly establishing Howden as the “go-to broker” in this sector.
- We understand our clients and the information we provide to insurers is market leading; speeding up the process ensuring we negotiate terms that are both competitive and timely.
- Designing the PII programme is extremely important. Utilising insurer capacity in the most optimum manner has never been more important. The experience of our team enables us to optimise placements to protect our clients in the most effective and efficient manner.
- We benchmark the pricing/rates applied to other firms with similar characteristics. Through our own clients and market knowledge we are fully aware of the rates being applied to other firms’ programmes – we know what “good” looks like!
We work to agreed timeframes and communicate with our clients throughout the phases of negotiation and placement.
The Lawyer Awards is going virtual for 2020! The ceremony, in association with Travelers, will take place online on the afternoon of 3 November. Visit the awards website to register.