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Dealwatch: Golden ticket for Skadden and Taylor Wessing as they lead on Netflix’s Roald Dahl acquisition

Pundits on the apparently unceasingly bullish deal markets have become well-versed in pointing to sectors that have particularly been stoked by altered habits wrought by the coronavirus pandemic, with varying degrees of credibility. Nevertheless, scrolling through the mass of deals announced in the past week or so, one in particular stands out as indubitably part of that trend – the acquisition by Netflix of The Roald Dahl Story Company Limited – which manages the literary works, copyrights and trade marks of the internationally renowned author.

Indeed, the rationale (and value) of the transaction is plain to see in a world where complaints of having run out of things to watch on the now-ubiquitous television and film streaming giant has become a common refrain among peers and clients alike.

The transaction entitles Netflix rights to the entire literary estate of Dahl, which includes iconic novels and short stories for children and adults, including Charlie and the Chocolate Factory, Esio Trot, Fantastic Mr Fox, The BFG, James and the Giant Peach, Matilda, The Twits and The Witches.

For Netflix, which has an existing relationship with The Roald Dahl Story Company on certain licensing agreements, the acquisition is a logical next step as it strives to have a steady stream of new and refreshed content on its platform to meet heightened demand and attract a wider audience.

Skadden advised Netflix on the deal with a team led out of London by Simon Toms and including tax partner Alex Jupp, IP, IT, data protection & cybersecurity counsel Eve-Christie Vermynck and banking partner Clive Wells. The team also included Brussels antitrust partner Bill Batchelor and IP & tech partner Ken Kumayama in Palo Alto.

Taylor Wessing advised the Roald Dahl Story Company with a team led by James Goold while US advice was provided by Wilson Sonsini, led by Mark Holloway.

Elsewhere, Bain Capital Private Equity’s €1.7bn acquisition from Rolls-Royce of ITP Aero, an engine and gas turbine manufacturer, proved a complex mandate for Kirkland & Ellis, Latham & Watkins and Eversheds Sutherland.

The deal saw Bain lead a consortium of Spanish and Basque companies, including SAPA and JB Capital, to acquire the asset, requiring buy-in from a number of stakeholders, including the Spanish government.

The sale is part of Rolls-Royce’s disposal programme announced in August 2020 to raise proceeds of at least £2bn, and is consistent with the company’s strategy of reducing capital intensity while maintaining a key long-term strategic supply relationship. The €1.7bn proceeds will be used to rebuild the Rolls-Royce balance sheet in line with its medium-term ambition to return to an investment grade credit profile. The transaction has been approved by the board of Rolls-Royce and is expected to close in the first half of 2022. Bain also said it was open to offers from further Spanish and Basque industrial partners to join the consortium with 30% of the equity until mid-2022.

Advising Bain was longstanding adviser Kirkland, with a London team led by corporate partners Rory Mullarkey and Jacob Traff and including debt finance partners Neel Sachdev and Eric Wedel, as well as capital markets partner Tim Cruickshank.

Latham & Watkins advised the banks with a team headed by Mo Nurmohamed, the firm’s co-chair of the London finance department.

Another notable transaction saw the £1.1bn acquisition of Blue Prism Group by Bali Bidco, a newly-created investment vehicle indirectly owned by funds managed by Vista Equity Partners.

Blue Prism is a robotic process automation provider with users globally in around 2,000 businesses, including Fortune 500 companies. The platform provides systems, cognitive tools, applications and technologies, including AI, machine learning, OCR and the Blue Prism Digital Exchange, a set of automation components available to business users.

Vista invests exclusively in enterprise software, data and technology-enabled organisations. The buyer plans to transfer Bidco to TIBCO Software, a portfolio company of Vista, when the deal closes.

Simpson Thacher acted for Bali Bidco, the Vista Funds and TIBCO on the transaction, with a London-based team led by M&A partner Ben Spiers. Ashurst advised Goldman Sachs, the financial adviser to TIBCO, with the team led by finance partner Tim Rennie and corporate partner Tom Mercer.

Meanwhile with an ESG angle, Macfarlanes won a role advising on the launch of Octopus Investments’ fund operated by FundRock Partners, its first retail fund with a sustainable investment mandate.

The fund aims to back innovative firms whose activities align with the United Nations Sustainable Development Goals and at the same time deliver long-term growth.  As ESG accountability ramps up for all major businesses, the delivery of data and an annual report will help investors interpret the actions of investee companies.

The Macfarlanes team was led by investment management partner Lora Froud.

Finally, and in a similar vein, Freshfields Bruckhaus Deringer advised SSE Renewables, the developer, owner and operator of renewable energy, on an agreement with Japanese developer Pacifico Energy on a JV to create offshore wind projects in Japan. The project is in line with Japan’s offshore wind targets of 10GW by 2030 and 30-45GW by 2040 as it seeks to decarbonise and achieve greater energy independence.

The Freshfields team was led by partners Nick Jones, David Mendel, Helen Buchanan and Peter Clements in London, partners Takeshi Nakao, Kaori Yamada in Tokyo, and partner Thomas Ng in Hong Kong.