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Davis Polk and Cleary advise on RBS float of Citizens as Alibaba US IPO generates $15.8m in legal fees

US firms Davis Polk & Wardwell and Cleary Gottlieb Steen & Hamilton are advising on Royal Bank of Scotland’s sale of its US subsidiary Citizens Financial Group.

RBS is floating 25% of its holding in Citizens in a bid to raise $3.5bn. The sale involves 140 million shares in its US retail bank with an expected price of between $23 and $25 each, the lender has also been granted a 30-day over-allotment option of up to an additional 21 million shares.

Davis Polk’s corporate partners Nicholas Kronfeld and Luigi De Ghenghi are advising Citizens Financial, while Cleary Gottlieb partners Leslie Silverman and Derek Bush are representing the underwriters which include Morgan Stanley, Goldman Sachs and JPMorgan.

The bank’s decision to float comes as RBS plans to sell its non-core assets in a bid to increase finances as UK regulators increasingly press the bank to re-focus its domestic operations. Last year, RBS said it would sell up to a quarter of Citizens by the end of 2014.

The legal fees for the initial public offering (IPO) were revealed in US Securities and Exchange Commission filings as being $6.7m, considerably lower than the legal fees of Chinese e-commerce giant Alibaba’s IPO, published on 5 September, which have totalled $15.8m.

US firm Simpson Thacher & Bartlett advised Alibaba on US federal securities and New York State law with China head Leiming Chen and partners Daniel Fertig and William Hinman advising, while Sullivan & Cromwell partners William Chua, Jay Clayton and Sarah Payne are advising the underwriters. Maples and Calder advised on Cayman Islands law while Chinese law was covered by Fangda Partners for Alibaba and King & Wood Mallesons for the underwriters.

Amid much market speculation over roles and particularly the levels of fees that will be commanded, the US firms won lead roles to advise on the deal after Magic Circle firm Freshfields Bruckhaus Deringer was understood to be advising the China e-commerce giant on the IPO.