Legal Business

Dealwatch: Freshfields, Taylor Wessing and Linklaters advise on Jaffa Cake manufacturer United Biscuits sale

Posted on |
Corporate Freshfields Bruckhaus DeringerLinklatersTaylor Wessing
legal-business-default

Freshfields Bruckhaus Deringer, Taylor Wessing and Linklaters have won the lead roles advising on the sale of UK-based United Biscuits to Turkey’s largest food and beverage company Yildiz Holding (Yildiz).

The British food manufacturer – which makes McVitie’s biscuits including Jaffa Cakes and Hob Nobs, Penguins, Jacob’s Cream Crackers, and Twiglets – will be acquired from private equity owners Blackstone and PAI Partners by Yildiz.

Yildiz, which is headquartered in Istanbul and owns 65 companies, including Godiva Chocolatier and DeMet’s Candy Company, says the acquisition comes as its pushes to further diversify its business internationally.

Freshfields advised United Biscuits and its principal shareholders Blackstone and PAI Partners, led by corporate partner Sundeep Kapila, while Linklaters corporate partner Nick Garland and his team acted for Yildiz on the deal which is reportedly worth £2bn.

Taylor Wessing private equity specialists Emma Danks and Martin Winter represented United Biscuits management board with support from tax partner Ann Casey. Winter said: ‘It’s a great example of the global market place flourishing in the UK and it has been a real privilege to have been involved.’

With United Biscuits primarily covering Europe and UK, and Yildiz presence predominantly covering North America, the Middle East, North Africa, and China and Japan, together, the two businesses will form the world’s third largest biscuit maker.

Freshfields’ Kapila told Legal Business: ‘It was a great result for all parties concerned. The purchaser is active in emerging markets, mainly in Middle East and Easter European, and United Biscuits is a strong brand in the UK and various Continental markets, together, it is a very strong global brand.’  

Yildiz will work closely with United Biscuits’ management team to drive further growth for the combined business.

Freshfields previously advised the biscuit maker on the £500m sale of its KP Snacks to European snacks manufacturer Intersnack in 2012, which Kapila also led.

jaishree.kalia@legalease.co.uk

Legal Business

Linklaters, Freshfields and Travers Smith fix RAC deal with Singapore’s GIC

Posted on |
Corporate Freshfields Bruckhaus DeringerLinklatersTravers Smith
legal-business-default

Carlyle abandons flotation to sell half of its majority stake

Since the summer, London’s IPO market has seen postponements, cancellations and low pricings as confidence ebbed. Feeling the effects, US private equity giant Carlyle, advised by Linklaters corporate partners Charlie Jacobs and Alex Woodward, recently abandoned plans to exit roadside recovery service company RAC through a flotation, in favour of a sale to Singapore’s sovereign wealth fund GIC.

Legal Business

‘Cooperating fully’: Freshfields advises Tesco on SFO criminal investigation

Posted on |
Regulatory Freshfields Bruckhaus Deringer
legal-business-default

Freshfields Bruckhaus Deringer is set to advise Tesco on the formal criminal investigation by the Serious Fraud Office (SFO) after leading the investigation into the retailer’s profit warning alongside accountancy giant Deloitte.

The SFO has notified the company it is launching a formal criminal investigation looking into accounting practices at the company. This follows accounting irregularities that overstated the company’s estimated profits by £263m.

Freshfields team of advisors is understood to include disputes partners Andrew Austin, Ian Taylor, and Ali Sallaway who also co-heads the firm’s global investigations practice.

The firm is a longstanding legal adviser to Tesco, advising on corporate and commercial matters, while Squire Sanders and Hill Dickinson provide employment and insurance advice respectively. Berwin Leighton Paisner was confirmed as lead counsel for real estate in April 2014.

Freshfields represented the supermarket chain during the wide-spread scrutiny over its first-half profits, earlier this year, and also won partial victory for Tesco in the long-running Office of Fair Trading case concerning price-fixing certain dairy products in the market in 2012.

In light of the SFO’s decision to launch the investigation into this matter, the Financial Conduct Authority announced it would discontinue its own investigation with immediate effect.

Tesco said in a regulatory update: ‘Tesco confirms that it has been notified by the SFO that it has commenced an investigation into accounting practices at the company. Tesco has been cooperating fully with the SFO and will continue to do so.’

Freshfields declined to comment.

jaishree.kalia@legalease.co.uk

Legal Business

A ‘massive’ difference in value: Sotheby’s picks Freshfields to defend it against Caravaggio claim

Posted on |
Litigation Boodle HatfieldFreshfields Bruckhaus Deringer
legal-business-default

Freshfields Bruckhaus Deringer litigator Paul Lomas is leading Sotheby’s defence against a professional negligence claim after the auction house sold a painting in London for £42,000 that is now claimed to be by baroque master Caravaggio and worth over £11m.

Boodle Hatfield’s head of litigation Simon Fitzpatrick, alongside Tim Maxwell, are representing Lancelot William Thwaytes in a claim that ‘the auction house failed in its duty to research and advise upon’ what is now argued to be a genuine Caravaggio version of the Card Sharps, with the original owned by Kimbell Art Museum in Fort Worth.

Thwaytes inherited the painting in 1965 from his cousin, Caravaggio collector Surgeon Captain Thwaytes, who once owned The Musicians by Caravaggio which now hangs in Metropolitan Museum of Art in New York.

A specialist at Sotheby’s concluded that The Card Sharps was a copy, and not by the baroque master, before Thwaytes sold the painting at a Sotheby’s auction for £42,000. The painting being sold to the wife of Sir Denis Mahon, who revealed in November 2007 at his 97th birthday that it was painted by Caravaggio. The  Painting  is  currently  on  display  at  the Museum  of  the  Order  of  St  John in London and  is  insured  for  £10m.

Thwaytes claims that his requests for full x-ray and infra-red analysis were ignored before the sale and that the auction house ‘failed to consider the possibility of cleaning the Painting’, which would have revealed details that ‘should have led Sotheby’s to question its  approach’.

Lawyers for Thwaytes said in a court filing: ‘Proper research would have resulted in Sotheby’s consulting with experienced conservators and soliciting the opinions of Caravaggio scholars on the Painting… The difference in value between an anonymous copy  and an autograph replica was massive’

Boodle Hatfield have instructed Henry Legge QC of 5 Stone Buildings. Lomas has formerly led Freshfields’ global commercial disputes team and has instructed Andrew Onslow QC and Richard Edwards of 3 Verulam Buildings on the case.

tom.moore@legalease.co.uk

Legal Business

Dealwatch: A&O, Hogan Lovells and Freshfields help Heathrow’s £1bn airport sale take off

Posted on |
Corporate Allen & OveryFreshfields Bruckhaus DeringerHogan Lovells
legal-business-default

Allen & Overy (A&O), Hogan Lovells and Freshfields Bruckhaus Deringer have led on Heathrow Airport Holdings sale of Aberdeen International Airport, Glasgow Airport and Southampton International Airport to a consortium formed by Ferrovial and Macquarie for £1.05bn.

Heathrow has agreed to sell its 100% stake in all three airports, which combined handle 12.5 million passengers a year, though the deal is still subject to EU merger regulation. Closing is expected before the end of January 2015 with the sale consideration expected to increase to compensate Heathrow for the delay.

A&O is advising Ferrovial and Macquarie led by infrastructure partners Richard Evans and Conrad Andersen, while Pinsent Masons advised on Scottish aspects, with partner Richard Linton and senior associate Andrew Crichton

Freshfields advised Heathrow Airport Holdings, led by corporate partner Stephen Hewes and Laurie McFadden, while Hogan Lovells acted for the consortium of banks, led by infrastructure and project finance partner Andrew Gallagher.

Ferrovial chief executive Iñigo Meirás said: ‘As a long standing investor in the UK, we are aware of the importance of these airports for the population in their surrounding areas. The transaction proves how valuable these assets are for Ferrovial.’

Freshfields worked alongside Heathrow Airport Holdings (formerly BAA) legal head Carol Hui (Profile) who has overseen the company’s legal department during the sale of all of its airports except for Heathrow and in-house counsel Catherine Ledger and Irina Janakievska. BAA sold Gatwick in 2010 for £1.5bn and committed to selling Edinburgh Airport in 2011, but it conducted a long-running legal battle to keep control of Stansted, which was ultimately lost after a Supreme Court ruling in 2012, leading to Stansted’s sale to Manchester Airports Group for £1.5bn.

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: Freshfields and Linklaters stationed on multibillion pound train leasing sale

Posted on |
Corporate Freshfields Bruckhaus DeringerLinklaters
legal-business-default

Magic Circle duo Freshfields Bruckhaus Deringer and Linklaters have advised on the sale of Porterbrook Rail Finance, one of the three major train leasing companies in the UK.

The deal sees a consortium made up of asset management firms iCON Infrastructure Partners, Antin Infrastructure Partners, and Canadian pensions group OP Trust, sell their indirect interests to a group made up of investment funds Alberta Investment Management Corporation, Allianz Capital Partners, EDF Invest and Hastings Funds Management. The deal is reported to be worth around £2bn, although neither party has published the value of the deal.

The sellers of Porterbrook, which owns and manages 5,900 passenger and freight vehicles, were advised by Freshfields’ London-based corporate partners Claire Wills and Richard Thexton. Partners Helen Lethaby and Alastair Chapman provided tax and competition advice, respectively.

Linklaters advised the buyers, with corporate partner Jessamy Gallagher spearheading the deal. Gallagher was assisted by London-based Lynne Walkington, who advised on the tax aspects.

Paul Francis, managing director of Porterbrook, said: ‘We are delighted to welcome AIMCo, ACP, EDF Invest and Hastings as new investors to our business. Their long term approach and capital resources will position Porterbrook well to lead the next phase of growth in the rail industry.’

tom.moore@legalease.co.uk

Legal Business

Management shake-up: Freshfields picks German partner to head corporate alongside new disputes and employment chiefs

Posted on |
Leadership Freshfields Bruckhaus Deringer
legal-business-default

After bringing in a slew of US veterans to lead its push stateside, Freshfields Bruckhaus Deringer has revamped it global leadership, appointing new disputes, corporate and employment heads.

Financial institutions disputes head David Scott will replace global dispute resolution head Chris Pugh, who has been in the role since 2009, while German partner Rick van Aerssen will take over from Edward Braham as corporate leader. In addition, Caroline Stroud will succeed Nick Squire as employment, pensions and benefits head.

All three appointments are four years long, with van Aerssen’s and Stroud’s new roles going into effect on 1 November 2014, and Scott taking up his position on 1 January.

Scott specialises in banking and financial services litigation and regulatory proceedings while van Aerssen is a corporate and finance partner in the firm’s Frankfurt and Munich offices, and focuses on capital markets and M&A advice to listed companies and financial institutions. Stroud, on the other hand, is known for defending employers in big-ticket employment disputes where the company’s reputation is at stake as well as large sums of money.

Freshfields managing partner, David Aitman, said: ‘These appointments see the stewardship of our global corporate, dispute resolution and employment, pensions and benefits practices handed over to three highly skilled and extremely well respected partners. I have no doubt that under their leadership, Rick, David and Caroline will ensure that we continue to anticipate and service our clients’ needs across the globe, as well as help to maintain our excellent market standing in these areas of expertise.’

The management reshuffle comes as the firm revamps its leadership, predominantly in London and New York. Most recently, the firm hired former Shearman & Sterling partner Peter Lyons as co-head of its global public M&A group, after hiring Skadden and Wachtell veterans in September to take leading roles.

In Spring earlier this year, the firm named Julian Long as its new London managing partner, who took over from incumbent Mark Rawlinson who returned to client work.

jaishree.kalia@legalease.co.uk

Legal Business

When will the US become a land of opportunity for Freshfields?

Posted on |
US Freshfields Bruckhaus Deringer
legal-business-default

Tom Moore looks at Freshfields’ recent expansion in Manhattan

Freshfields Bruckhaus Deringer has made growing its US practice its number one priority and the firm has even stepped on a few Wall Street toes in 2014 with its aggressive hiring strategy. In the space of a month, six new partners have been drafted in, including Shearman & Sterling M&A veteran Peter Lyons and former Wachtell, Lipton, Rosen & Katz dealmaker Mitchell Presser to boost an underweight transactional group. Despite success in US disputes and investigations work, Freshfields has lacked a real M&A engine in New York but has pinned its hopes on the duo putting a change to that.

Legal Business

The Movie Business

Posted on |
Singapore Freshfields Bruckhaus Deringer
legal-business-default

 MARKET VIEW – ARBITRATION 

Freshfields’ head of international arbitration, Lucy Reed, talks to Singapore International Arbitration Centre chief executive, Lim Seok Hui, about the institution’s recent rise to prominence

Lucy Reed, Freshfields Bruckhaus Deringer: Singapore International Arbitration Centre (SIAC)’s reputation in the market has skyrocketed in the last five years. What are some of the factors which have led to that growth?

Lim Seok Hui, SIAC: It was certainly no coincidence that the spike in new case numbers we have seen since 2008 corresponded with the entry onto the world stage of the Chinese, Indian, Indonesian, Japanese and Korean economies. That is of course a key factor in the growth of the institution. Underpinning and assisting that development is the fact that the government of Singapore was very quick to lay the infrastructure needed for the advancement of international commercial arbitration in our jurisdiction, and to adopt the necessary legislation to allow us to keep up to speed with global best practices. We also have a very supportive judiciary which built upon Singapore’s reputation for neutrality, integrity and quality more generally as regards our legal sector.

Legal Business

Three years after Northern Rock, A&O and Freshfields lead on Virgin Money IPO

Posted on |
Corporate Allen & OveryFreshfields Bruckhaus Deringer
legal-business-default

Magic circle duo Allen & Overy (A&O) and Freshfields Bruckhaus Deringer have won roles to advise Virgin Money on its forthcoming London initial public offering (IPO).

Sir Richard Branson’s retail banking arm has announced it will raise £150m from its London Stock Exchange listing to facilitate the company’s development, boost capital and support growth plans including recruitment and staff retention.

A&O is advising Virgin Money, led by corporate partners Andrew Ballheimer and David Broadley, while Freshfields is advising the underwriters, led by corporate partners Mark Austin and Julian Makin.

Bank of America Merrill Lynch and Goldman Sachs are joint sponsors, joint global co-ordinators and joint bookrunners, while Barclays Bank and Citigroup Global Markets are joint bookrunners, and Keefe, Bruyette & Woods is the joint lead manager.

Virgin Money, which acquired a part of lender Northern Rock from the Government in 2011, will sell a portion of its existing holding of ordinary shares, and an offer of new ordinary shares to be issued by the company. The offer is expected to result in a free float of at least 25%.

The bank will also return £50m of the proceeds to HM Treasury as part of its payment agreement for its acquisition of the ‘healthy’ part of Northern Rock in 2012. A&O’s Ballheimer also advised Virgin Money on that deal, while Freshfields advised Northern Rock.

Virgin Media said ‘the net proceeds of the offer will also be used for general corporate purposes as well as to satisfy the payment due to HM Treasury in respect of the contingent consideration payable as part of the company’s acquisition of Northern Rock in January 2012’.

Virgin Money is the latest of a string of British banks, or ‘challenger banks’, to announce their intention to list after Aldermore, OneSavings and TSB also opted to float earlier this year. These listings come as these British banks seek to acquire a larger chunk of the retail banking market from UK’s major financial lenders.

jaishree.kalia@legalease.co.uk