Legal Business Blogs

Deal Watch: activity powers on as Latham and A&O lead on $19bn energy joint venture

Despite the inevitable slowdown in the spring following Russia’s invasion of Ukraine, deal activity rebounded over the summer with an unusually busy August. Latham & Watkins, Kirkland & Ellis and the magic circle were among the firms taking the lead on billion-pound private equity, energy and tech deals.

Latham advised EIG on its $4.8bn acquisition of a 25% stake in Repsol Upstream, a newly formed global exploration and production company comprising the entire global upstream oil and gas business of Spanish energy company Repsol.

London corporate partners Sam Newhouse and Simon Tysoe, and London associate George Venables led the Latham team that included London associates Emily Smith and Saavan Shah, and Madrid associates Marta Portuondo and Carmen Esteban.

Repsol instructed an Allen & Overy (A&O) team led by Madrid partners Iñigo del Val, Ignacio Ruiz-Camara and Tom Wilkinson, and London partner John Geraghty.

Tysoe told Legal Business: ‘It’s a great opportunity for Repsol to monetise its existing upstream assets and be able to prioritise the cash for the development of non-oil and gas energy in its portfolio. At the same time, EIG has a great track record of optimising the performance of portfolios, bringing cutting-edge, ESG-focused techniques to them and successfully getting them to a point where it can exit, such as through an IPO. It is a great combination of talents and shows there are still really good opportunities out there for private investment in oil and gas on a big scale.’

Staying on the theme of ESG, Macfarlanes and Sidley landed roles on MetLife Investment Management’s acquisition of specialist ESG investment manager Affirmative Investment Management (AIM).

Macfarlanes’ Tim Redman, who acted for AIM on its strategic investment from Sumitomo Mitsui in 2020, led on the sale. He noted: ‘We’re seeing ESG as an increased focus for all of our clients, regardless of what sector they are operating in, and this is a great example of a global institution strengthening their offering. In this case MetLife will be doing so by combining AIM’s expertise in ESG with its existing commitment to sustainable investing.’

Redman was assisted by corporate and M&A associate Luis Soares de Sousa, while senior counsel Sarah Shucksmith and associate Beth Leggate advised on tax aspects. MetLife instructed a Sidley team led by partners Jonathan Kelly, James Wood and Eleanor Shanks.

Elsewhere, Simpson Thacher, Kirkland and Eversheds Sutherland advised on Oakley Capital’s £1bn acquisition of testing, inspection, certification and compliance sector company Phenna Group.

Eversheds global corporate co-head Richard Moulton led on the matter for Phenna and said: ‘The business has grown significantly with Inflexion’s ownership and support. With a lot of acquisitions around the globe, it has been turned into a truly global testing, inspection and certification business. For Inflexion, it is a significant sale as the company has attained a value of over a billion under its stewardship, meaning a 5.5 times return on its money.

‘What we are seeing is that for very good assets – and this is one of them – there’s still appetite to invest with plenty of liquidity and private equity dry powder in the market. There has, however, been broader caution in the PE market, certainly across consumer-facing sectors.’

Moulton was assisted by tax and banking partners Colin Askew and Christopher Akinrele, principal associates Russell Naglis in corporate and Charlie Markillie in competition as well as tax senior associate Matthew Cummings and corporate associates Megan Irons and Philip Smith.

On the buy side, Simpson Thacher’s corporate partners James Howe and Ben Spiers led the M&A team, which included associates Chris Vallance, Jenny Leung, Nishita Vasan, Alex Ward, Jewel Zhu, Beanka Chiang and Oliver Heighton. Funds partners Jason Glover and Robert Lee; antitrust partner Étienne Renaudeau; Washington DC-based national security regulatory practice head Mick Tuesley, and head of UK tax Yash Rupal also advised.

A Kirkland team led by debt finance partners Neel Sachdev and Kanesh Balasubramaniam advised Oakley Capital on banking aspects. On tax matters, partners Peter Abbott and Gal Shemer assisted.

Meanwhile, Cleary Gottlieb and Jones Day acted on Macquarie’s €2.4bn acquisition of Vigie’s (formerly Suez) UK waste business from Veolia Environnement. The transaction was part of an antitrust divestment program following the 2021 merger of Veolia and Vigie.

A Cleary team led by partners Pierre-Yves Chabert in Paris and Nallini Puri in London represented Veolia Environnement on the sale. Also in London, partners Jackie Holland and Paul Gilbert, senior attorney John Messent and associates Courtney Olden and Fay Davies advised on competition aspects. Jones Day’s Vica Irani and Ben Larkin led on the acquisition for Macquarie.

Finally, A&O and Cleary are advising Canadian software company OpenText on its $6bn offer for Micro Focus, the UK-based enterprise software provider. Partners Seth Jones and Annabelle Croker are leading for A&O, while Cleary’s M&A team includes Jim Langston, Chris Moore, Dan Tierney, Andrew Wood and Sam Connor.

For Microfocus, a Slaughter and May team is being led by partners Paul Dickson, Harry Hecht and David Johnson, and includes associates Warwick Brennand, Thomas Fletcher, Thomas Whitney, Matthew Atkinson and Emily Galvin.