Legal Business

Dealwatch: Linklaters, Davis Polk, and De Brauw act on Vision Express owner’s €1bn IPO


US heavyweight Davis Polk & Wardwell, Dutch firm De Brauw Blackstone Westbroek and Magic Circle firm Linklaters have all scored roles advising on the €1bn Dutch IPO of Grand Vision, the world’s biggest opticians and owner of Vision Express.

The IPO consists of a secondary offering of up to approximately 23% of GrandVision’s issued ordinary shares by founding shareholder and Caribbean-based HAL, which plans to trade on Euronext in Amsterdam next Friday (6 February). Set to be valued at between €4.4bn and €5.4bn, GrandVision said the indicative price range for shares will be between €17.50 and €21.50.

De Brauw Amsterdam-based corporate partner Joost Schutte is acting as lead counsel to Hal and Grand Vision on Dutch law, while Davis Polk is advising Hal on US and UK law with a team led by London corporate partner John Banes.

Linklaters provided US, UK, and Dutch legal counsel to the underwriters including ABN Amro and JP Morgan, which are acting as joint co-ordinators on the deal, with US qualified London-based capital markets partner Jason Manketo leading the team.

GrandVision, which achieved revenue of €2.6bn in 2013, operates over 5,600 stores in 43 countries throughout Europe, Latin America, the Middle East and Asia.

Legal Business

‘The pharma sector is very busy’: Slaughters, Davis Polk and Skadden win roles on Shire’s $5.2bn acquisition


Slaughter and May was called upon by longstanding pharmaceutical client Shire on its biggest acquisition to date as it purchased biotech NPS Pharma, represented by Skadden, Arps, Slate, Meagher & Flom, for $5.2bn.

Slaughter and May corporate partner Martin Hattrell, who handled Shire’s collapsed $55bn sale to US pharma giant AbbVie late last year, led on deal to buy the New Jersey-based rare disease drug maker. Shire will acquire all the outstanding shares of NPS Pharma, which manufactures drugs to treat short bowel syndrome and is seeking to register Natapara to treat hypoparathyroidism, for $46 per share in cash.

Hattrell, who is relationship partner for the Dublin-based pharma company, worked alongside finance partner Mark Dwyer on the deal. US legal advice was provided by Davis Polk & Wardell corporate partners Bill Chudd and George Bason, with the New York-based duo also instructed on the collapsed sale to Abbvie.

Shire’s chief executive, Flemming Ornskov, said: ‘The acquisition of NPS Pharma is a significant step in advancing Shire’s strategy to become a leading biotechnology company. We look forward to accelerating the growth of the NPS Pharma portfolio based on our proven track record of maximizing value from acquired assets and commercial execution.’

Skadden M&A partners Eileen Nugent, based in New York, and Boston-based Graham Robinson represented NPS Pharma.

Shire secured a $850m short-term bank facility, which, in addition to Shire’s cash and cash equivalents, and its existing $2.1bn five-year revolving credit facility, will finance the transaction plus fees and expenses. In due course, the company plans to refinance the short-term bank facility through new debt issuances. Commenting on the deal, Hattrell said: ‘Much of the work was financing work, and it was primarily a US deal.’

He added: ‘Shire has been a very active client in the last 12 months. The pharma sector is very busy at the moment and I expect that to continue.’

Legal Business

Dealwatch: Davis Polk and Linklaters act on UBM’s £565m rights issue


Corporate partner Simon Witty, who Davis Polk & Wardwell hired from Freshfields Bruckhaus Deringer in 2012 to launch its English law practice, has been selected by FTSE 250 events company UBM to run a £565m rights issue to fund the purchase of trade show organiser Advanstar.

Witty and corporate partner Jeffrey O’Brien are handling the issue of 196.7 million shares, which represents about 80% of its existing issued share capital. Witty said: ‘We’ve had a busy year. A few things didn’t complete, which was disappointing, but activity levels have been high.’

Should shareholder approval be received, the rights issue will be complete by Christmas and the deal for Advanstar finalised by the end of January. The purchase of Advanstar, which owns men’s fashion event PROJECT NYC and runs a 10-city motorcycle show that attracts 600,000 visitors a year, will cost UBM £599m and makes it the number one fashion events company in the US.

Linklaters‘ John Lane, who heads the Magic Circle firm’s equities practice, is advising joint brokers and underwriters for the rights issue JP Morgan and Credit Suisse. A £100m bridge facility has been established to support the acquisition.

Lane, who recently handled the IPO of over-50s insurer Saga, was supported on the rights issue Patrick Sheil, a partner in Linklaters’ London-based US practice.

On the acquisition itself Morgan, Lewis & Bockius led for UBM with a team including international managing partner Charles Engros, co-head of M&A partner Jonathan Morris and London-based partners Iain Wright and Matthew Howse. Advanstar was advised by Slaughter and May led by partners Stephen Cooke and Bertand Louveaux and a team from Paul, Weiss, Rifkind, Wharton & Garrison including partners Thomas de la Bastide and Tarun Stewart.

Tim Cobbold, CEO of UBM, said: ‘In addition to being financially attractive, it strengthens UBM’s core events business while balancing and complementing UBM’s strong events portfolio in emerging markets. UBM will become the largest events organiser in the US – the biggest events market in the world.’

Davis Polk’s London office was involved in one of Europe’s biggest IPOs this year when it advised the underwriters on the €7bn float of Dutch insurer NN Group and in a nod the City, made up its first London partner in five years with the promotion of corporate lawyer Reuven Young this summer.

Legal Business

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.

Legal Business

A&O and Davis Polk London line up on €7bn IPO of NN Group


Billed to be the largest initial public offering (IPO) in Europe to date this year, Allen & Overy (A&O) and the London office of Davis Polk & Wardwell are advising on the sale of up to 77m ordinary shares in NN Group, valuing the Dutch insurer at €7bn and bringing in proceeds of €2bn for ING.

The spin-off, required as part of the terms of the €10bn public bailout ING received in 2008, is being led for ING by A&O Netherlands-based corporate partner and longstanding legal adviser to the Dutch-founded financial services company Charles Honée, as well as corporate partners Tim Stevens and Gerbrand Visser.

Davis Polk is representing the underwriters JP Morgan, Morgan Stanley and Deutsche Bank, led by the US firm’s London-based European financial institutions group head Jeffrey Oakes.

The Wall Street firm’s London office has secured a role on a number of recent IPO’s including the £1.2bn float of esure Group, where Oakes also advised.

Oakes said: ‘I’ve been doing work for ING since 1997 and have a long-standing relationship. We were very pleased to be involved in what has turned out to be a very successful transaction.’

The sale of 77 million shares in the IPO and the exchange of the €450m subordinated notes into NN Group shares reduces ING’s ownership in NN Group to 71.4% at the settlement of the IPO.

A&O can expect further work from the spin-off as after the IPO, ING intends to reduce its shareholding in NN Group to below 50% before 31 December 2015 and divest the remaining stake before 31 December 2016.

Legal Business

Davis Polk promotes first City partner in five years


Davis Polk & Wardwell has made up its first London partner in five years with the promotion of corporate lawyer Reuven Young, in a further nod towards the investment the Wall Street firm is making in its City presence.

Young, one of three lawyers to make partner this round, is the first London partner promotion since corporate lawyer John Meade was made up in 2009. The other two promotions this year were New York corporate lawyers Sophia Hudson and Byron Rooney.

The firm’s previous promotion rounds, which most recently saw three lawyers made up to partner in 2013 and two in 2012, have all taken place in New York.

This latest organic London growth follows the launch of an English law practice with the lateral hire of Freshfields Bruckhaus Deringer capital markets partner Simon Witty (pictured) in 2012, followed by Will Pearce from Herbert Smith Freehills corporate department in May 2013.

Deals led out of London include a role advising underwriters, JP Morgan, Morgan Stanley, ING Bank and Deutsche Bank, on ING’s $2bn sale of insurer NN Group, led by London-based head of European financial institutions Jeffrey Oakes in the second-biggest initial public offering in Europe this year.

Harvard-educated and New York Bar-qualified, Young’s practice is principally focused on corporate finance transactions and he has acted for Anglo American, Banco Espirito Santo, Barratt Developments and Marks & Spencer.

Deals he has advised on include mining giant Rio Tinto’s $15.2bn rights offering; the largest ever by a non-financial company.

Young told Legal Business: ‘My capital markets and M&A practice broadly reflects the core offering of Davis Polk’s London office, which is very active and getting good deal flow. I am very pleased to be made up to partner and I am looking forward to building a broad corporate finance practice.’

Legal Business

Skadden, Freshfields and Davis Polk take the lead as blockbuster Pfizer/AstraZeneca deal gears up again


Skadden, Arps, Slate, Meagher & Flom, Freshfields Bruckhaus Deringer and Davis Polk & Wardwell have all landed lead roles advising Pfizer and AstraZeneca as talks over a potential $100bn merger resurface.

US pharmaceutical giant Pfizer has confirmed it has approached AstraZeneca – the British-Swedish multinational pharmaceutical and biologics company headquartered in London – for the second time on 26 April about its continued interest in a combination.

The interest follows Pfizer’s preliminary proposal on 5 January, which was a combination of cash and shares worth £46.61 per AstraZeneca share, worth around £58.8bn in total. AstraZeneca rejected the bid, claiming it ‘very significantly undervalued AstraZeneca and its prospects’.

Skadden Arps is advising Pfizer on US and UK matters, led by corporate partners Michael Hatchard and Scott Hopkins in London, while partner Tim Sanders is advising on tax. Corporate partners Paul Schnell, Sean Doyle and Michael Chitwood are advising out of the US, alongside tax partner Sally Thurston and competition partner Sharis Pozen.

Freshfields corporate partner and London managing partner Julian Long is advising AstraZeneca, alongside Davis Polk corporate partner Paul Kingsley in Manhattan who, like Long, has advised the drug company on significant corporate mandates in the past.

Pfizer has seen some significant changes to its in-house legal offering in recent months, with news in March that chief counsel and assistant general counsel Ellen Rosenthal was leaving, shortly after the departure of general counsel Amy Schulman.

Both were instrumental in setting up the Pfizer Legal Alliance in 2009, which sees 19 law firms – including Skadden Arps, Clifford Chance and DLA Piper – handle the lion’s share of Pfizer’s legal work on a flat-fee structure, in a still rare example of a move entirely away from the billable hour.

Talks of the potential merger between Pfizer and AstraZeneca first emerged in November last year. A spokesperson at AstraZeneca confirmed Pfizer has 28 days to put forward a formal proposal.

Legal Business

The student view: Davis Polk’s Will Pearce talks deal lawyering at Wall Street’s finest


London may have caught New York-based giant Davis Polk & Wardwell’s eye as early as 1973, but it’s only two years ago that the firm’s UK office launched an English law practice, following the January 2012 hire of former Freshfields Bruckhaus Deringer corporate partner Simon Witty and tax partner Jonathan Cooklin.Seventeen months later, the duo were joined by Will Pearce, who trained and became a corporate partner at Herbert Smith Freehills, before assuming a similar position at Davis Polk on 1 May 2013.

Along with his responsibilities in the English law department, Pearce (pictured) has also taken on the role of principal to the firm’s new training programme, which will accept between four and six trainees each year, and which offered vacation scheme seats to 19 graduates in 2013. This year, the firm plans to organize three vacation sessions, with each one expected to last two weeks and to see roughly eight students in attendance. So far, the vacation scheme format has included career-oriented presentations and seminars, meetings with Davis Polk lawyers, and a tour of the Kaplan Law School, where accepted trainees will be taking their Legal Practice Course (LPC).

Pearce believes that there is a growing place for US firms as providers of English law training for upcoming solicitors: ‘The legal world has changed beyond recognition in the last 20 years. Everything is now global. When I was applying for my training contract in the mid ’90s, there were 20 top and broadly similar UK law firms to choose from, if you wanted to pursue a career at an international commercial law firm: US law firms didn’t even register with graduates in the UK. Students’ choices now are very different. They focus on what type of law they want to focus on, what sort of environment they want to work in and the level of responsibility and quality of training they will receive.’

Pearce himself found the choice of a practice area particularly influential on his career. His beginnings showed no early loyalty to the legal profession: growing up in Birmingham, he enjoyed both the sciences and the French language, and initially wanted to pursue biochemistry at university. A scheduling conflict sabotaged that particular dream, and he instead dedicated himself to French and English legislation as part of the University of Warwick’s European law programme.

‘I enjoyed studying law at university, but I can’t say that law really clicked with me for the first two years’, he admitted, noting that he only genuinely began to engage with the subject after his year of studying abroad in France, when he discovered an attraction to corporate law.

His enthusiasm for the life of a deal lawyer never waned: he accepted a training contract with Herbert Smith, and qualified in September 1998 as a corporate solicitor with a focus on M&A and equity capital markets.

Now, legal work impacts Pearce differently: ‘I can, hand on heart, say that I really enjoy what I do. It’s a real privilege to work with smart people at the top of their game whether as colleagues, clients or lawyers on the other side of the table. I’m really lucky to be able to do something that I find intellectually and personally challenging and get paid for it’, he observed.

The appeal of corporate work for him is straightforward: ‘I like doing something positive, something constructive. With a corporate finance deal, you have two parties who are in the room to reach agreement on a deal that is a win-win for both sides. For me, litigation on the other hand is about picking a hole in someone else’s logic and arguing why you are right’.

Pearce was also drawn by the lesser duration of the average corporate transaction, which can last three-four months, where complex litigation cases can sometimes take many years before reaching a formal resolution.

‘I like the personal dynamic to a corporate deal. The interaction between the principals, their investment banking advisers and lawyers can be crucial to getting a deal across the line,’ Pearce mentioned.

Pearce has tried his hand at a wide selection of significant matters, such as the demutualisation and IPO of Standard Life (2006), the recapitalisation and eventual nationalisation of Bradford & Bingley (2008), Rio Tinto’s $15.2bn rights issue (2009), the refinancing and restructuring of JJB Sports (2009-2012), as well as Verizon’s $130bn acquisition of Vodafone’s holding in Verizon Wireless (2013).

Seventeen years of Herbert Smith Freehills tenure came to an end in 2013, when Pearce decided to join the fledgling English law practice of Davis Polk: ‘It was a very personal decision. I’d worked a lot with lawyers at Davis Polk in London, on the same or on the opposite side of transactions. The firm is incredibly well-regarded by clients, has very talented lawyers and a fantastically collaborative and collegiate team spirit. All things I value highly. To be able to help Davis Polk build out its English law practice in London was simply a unique opportunity.’

Part of that development process involves growing the firm’s own trainees. While the firm is flexible in terms of its intake, it is currently expecting to accept no more than six trainees a year in London.

‘In terms of the individual, trainees will be given a lot of a lot of responsibility, they will get to work in smaller teams directly with partners and senior associates’, he comments.

Likewise, the intake size is meant to allow the firm to retain a high number of trainees, which will in turn feed into the Davis Polk London growth strategy: ‘There is no numbers game, and we are not looking for a particular number of people to join us with a view to using the training contract as an extended interview process. We want to make sure we have the right people for the sustainable, long term development of our practice in the UK.’

While the training programme more directly concerns the London side of Davis Polk’s business, the firm intends to foster integration between its US and UK practices, with all trainees being given the option to take a three-month secondment to the New York office, and with associates being expected to work in joint international teams on most transactions.

Graduates interested in the programme will only need to submit a CV and cover letter, which Pearce advises should be concise and punchy at no more than two pages in length each.

He recommends that applicants should be honest and detailed about their grades, as well as careful to include reliable referees. Davis Polk legal recruiting manager Martha Jeacle also reminded the candidates to mention both when they’re graduating, and when they are eligible to begin their training contract.

As far as the cover letter goes, Pearce encourages applicants to answer the following questions: Why law? Why international corporate law (which future trainees should be aware will constitute a substantial amount of their work)? And last, but not least: why Davis Polk?

Candidates who are successful at this stage will advance to a first 45-60 minute interview with two partners, during which they will be given a corporate finance transaction scenario that will be discussed during the meeting. They will then follow up with a 20-30 minute conversation with two associates.

Pearce advises graduates to avoid giving answers they think their interviewers want to hear, and to keep a balanced, approachable attitude, showing confidence without straying into arrogance.

Pearce emphasizes that trainees will have to develop an understanding of UK and US jurisdictions, and to maintain a global and collaborative outlook: ‘The firm thinks in terms of regions – US, Asia, Europe, so on – and practice areas. It thinks very internationally, and it relies on excellent lawyers, client focus and teamwork. We need the teamwork element. We’re not really interested in people who’re only interested in themselves.’

This article first appeared on the website of Lex 100, Legal Business’s sister publication.

Legal Business

M&A: Davis Polk and Latham advise on Smith & Nephew’s $1.7bn acquisition of Arthrocare


In the third largest M&A deal in the UK this year after Liberty Global’s $10bn takeover of Ziggo and Amec’s $2.7bn acquisition of Foster Wheeler, Davis Polk & Wardwell is advising Smith & Nephew on its $1.7bn acquisition of Texas-based medical device company ArthroCare opposite Latham & Watkins.

The Davis Polk team includes corporate partners George Bason and Michael Davis, along with Jeffrey Crandall who is providing executive compensation advice. Partners Ronan Harty and Kathleen Ferrell are providing antitrust and tax advice respectively. Davis Polk is advising from its New York and Washington offices.

London Stock Exchange-listed Smith & Nephew, with a market capitalisation of £7.9bn, has in the past used firms including Ashurst and Magic Circle giant Freshfields Bruckhaus Deringer for corporate work, with Freshfields also having recently advised the corporate on employment and pensions matters.

Latham’s corporate team for Arthrocare is being led by Silicon Valley partners Michael Hall and Josh Dobofsky, along with Orange County corporate partners Charles Ruck and David Lee and Washington D.C-based antitrust partners Michael Egge and Amanda Reeves.

Compensation and benefits advice is being provided by Silicon Valley-based James Metz; intellectual property advice by partner JD Marple; health care regulatory matters by Washington-based partners John Manthei Stuart Kurlander; and securities and finance advice by Washington-based partner Joel Trotter and New York partner Wesley Holmes.

ArthroCare is based in Austin, Texas and employs around 1,800 people. In January the company and the U.S Department of Justice (DOJ) entered into a deferred prosecution agreement resolving an investigation by the DOJ into allegations of securities and related fraud going back to 2008.

Legal Business

Davis Polk bolsters English law practice with hire of Ashurst finance partner Nick Benham


Davis Polk & Wardwell’s aggressive approach to building and developing an English law practice has seen the top 30 global 100 firm hire Ashurst finance partner Nick Benham into its City office.

Benham, who has been a partner in Ashurst’s credit group since 2010, focuses on complex finance transactions including domestic and international leveraged finance and financial restructurings, acting for debt providers and strategic debt investors.

Davis Polk has only had English law capability since last year, when it poached high profile Freshfields Bruckhaus Deringer capital markets partner Simon Witty (pictured) at the start of 2012. Witty’s hire was followed in quick succession by the arrival of another Freshfields lawyer, Jonathan Cooklin, who headed the Magic Circle firm’s insurance tax practice, with the pair joined in November by Herbert Smith Freehills’ leading M&A partner Will Pearce.

The trio have already acted on the English piece of a number of Davis Polk’s high profile corporate transactions, including the record breaking $49bn Verizon bond issue in September, where the 798-lawyer firm advised underwriters J.P. Morgan, Morgan Stanley, Barclays Bank, Merrill Lynch and Pierce, Fenner & Smith as joint leader arrangers and joint bookrunners, with the trio providing English law advice on the deal.

‘Nick is an outstanding addition to our elite English law team,’ said Thomas Reid, Davis Polk’s managing partner. ‘Our commitment to developing an English law practice in London was subject to only one qualification – that we attract lawyers of the same high calibre as our U.S. practices. With Nick, once again, we have a lawyer of exceptional intellectual and client capabilities.’ Reid added, ‘We look forward to Nick’s arrival when, with our existing U.S. leveraged finance lawyers in London and New York, we will be able to offer our clients a complete international solution of the highest quality in the market.’

Benham’s departure will be a blow to Ashurst, following shortly in the wake of the resignations of global corporate head Stephen Lloyd and fellow corporate partner Eavan Saunders Cole. The departures come within weeks of the top 15 firm’s full financial integration with Australian Big Six firm Blake Dawson and of ex-senior partner Charlie Geffen unexpectedly losing the chairman vote to litigator Ben Tidswell on 16 October.