Legal Business

Private equity: CVC gifts Clifford Chance and Cleary Gottlieb with two major European mandates

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Followers of the tussle between UK and US private equity practices for European mandates were this week rewarded with an instruction to both camps by leading buyout house CVC in its acquisitions of Domestic & General and Campbell Soup.

Advent International agreed earlier this week to sell extended warranty company Domestic & General (D&G) to CVC in a deal thought to be worth about $1.2bn, according to The New York Times, although this sum has not been officially disclosed.

Clifford Chance (CC) advised CVC, with a team led by Kem Ihenacho, co-head of the firm’s Africa practice and one of its private equity stars. He was assisted by M&A partner Brendan Moylan and insurance partner Hilary Evenett.

Freshfields Bruckhaus Deringer advised Advent on the sale, with a team led by corporate partner Adrian Maguire. Maguire told Legal Business: ‘Following advising Advent on its acquisition of D&G in 2007 and remaining close to the company throughout Advent’s ownership, we were happy to assist on the disposal of the asset.’ Advent bought UK based-D&G for $1.1bn.

Macfarlanes advised D&G’s management with a senior team led by corporate head Charles Meek, who was supported by tax partner Damien Crossley. The firm previously advised the D&G management team in connection with the company’s sale to CVC in 2007.

Freshfields typically competes with CC for CVC mandates and most recently acted for the private equity house on its sale of a $1.3bn stake in Indonesian retailer Matahari Department Store earlier this year.

However, this week has also seen Cleary Gottlieb Steen & Hamilton’s strong Brussels offering get its foot in the door, advising opposite Allen & Overy (A&O) on CVC’s proposal to buy the European brands of Campbell Soup (excluding its UK arm) in a deal worth around $400m.

Cleary is fielding a team that includes Brussels M&A partners Laurent Legein and Jacques Reding, Paris M&A partner Jean-Marie Ambrosi and London partner David Billington who advised on finance matters.

A&O is advising the iconic company famously portrayed by Andy Warhol in the 1960s out of Belgium, where the European base of Campbell Soup is located. The team is being led by corporate head Pierre-Olivier Mahieu, alongside employment head Pieter De Koster, tax head Patrick Smet and environmental law head Gauthier van Thuyne.

According to a release by the private equity house, CVC has raised fully committed senior debt financing, with Linklaters advising Rabobank, ING and BNP Paribas Fortis, the joint underwriters and bookwriters on the deal.

david.stevenson@legalease.co.uk

Legal Business

Deal Watch: Dentons & King & Spalding act on HR Owen hostile takeover bid as Freshfields and Skadden secure Asian M&A roles

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While the traditional August lull in corporate work may have seen Asia relax, the giant is far from asleep and has gifted a number of transatlantic and Magic Circle firms with eye-catching international M&A deals.

Dentons led by corporate partner Jeremy Cohen is advising luxury car dealer HR Owen on the £32.5m hostile takeover bid by Malaysian billionaire Vincent Tan’s Berjaya Philippines, which HR Owen last week rejected as ‘derisory’.According to Cohen, Dentons, which has previously advised HR Owen out of its Milton Keynes office, advised on the defence and takeover roles.

Top 40 US firm King & Spalding led by London corporate partner William Charnley is advising Berjaya Philippines on the attempted takeover, which valued the company at 130 pence a share and will be voted on by shareholders later this month. Charnley, who has held roles as head of corporate finance at Simmons & Simmons and London managing partner of McDermott Will & Emery, joined King & Spalding’s London office in July last year.

The bidder has until 19 August to obtain the requisite level of acceptances by shareholders.

Elsewhere, Freshfields Bruckhaus Deringer and Reed Smith Richards Butler Hong Kong are advising leading UK retailer Tesco and China Resources Enterprise (CRE) respectively on talks to combine their Chinese retail operations to form a leading retailer in the People’s Republic. Tesco, which has been operating in China since 2004 and has 131 stores, is looking to combine with CRE’s 3000 outlets trading as Vanguard.

The Freshfields team is being led by client relationship partner Claire Wills, head of Freshfields’ retail sector group, while at Reed Smith corporate partner Ivy Lai is leading a team out of Hong Kong.

The proposed joint venture would create a business with sales of £10bn, in which CRE would control 80%, with the remaining 20% controlled by Tesco. However, according to Tesco, there is no certainty that the transaction will go through.

Elsewhere, Skadden, Arps, Slate, Meagher & Flom is advising Cheil Industries and Samsung Electronics on an acquisition of a majority stake in lighting specialist Novaled. Cheil Industries is set to acquire 50% while Samsung will take 40% of the company in a deal that values Novaled at €260m. The remaining 10% is currently held by Samsung Venture Investments, which will maintain its shareholding.

The Skadden team is being led by M&A partners Matthias Horbach in Frankfurt and Young Shin in New York alongside tax partner Johannes Frey in Frankfurt. Sullivan & Cromwell led by Frankfurt corporate partner York Schnorbus advised Novaled. This will be Samsung’s first large strategic investment in Germany.

david.stevenson@legalease.co.uk

Legal Business

Freshfields and Linklaters take the lead on Schneider Electric’s £3.3bn Invensys bid

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Linklaters and Freshfields Bruckhaus Deringer have landed the leading roles on a takeover bid by France’s Schneider Electric for UK engineering firm Invensys in an offer that values the company at £3.3bn.

Linklaters led by London corporate partner Nick Rees is lead adviser to the French power equipment company, while Freshfields led by corporate head Barry O’Brien and City M&A co-head Ben Spiers is advising longstanding client Invensys. The deal comes just under a year after O’Brien and Spiers led on the company’s £1.74bn sale of its rail division to Siemens.

Linklaters has acted for Schneider on a number of deals including its 2010 acquisition of Areva T&D, led by Paris corporate partner Marc Loy.

Invensys today confirmed that it has received a takeover offer after rumours first emerged earlier this week, and the Invensys board has advised that it is likely to accept Schneider’s offer of 505p per share, valuing the company at £3.3bn.

In it’s own statement today, Schneider confirmed it is in the early stages of talks regarding an offer, but said it was not making an announcement of a firm intention to make an offer under rule 2.7 of the Takeover Code and there can be no certainty that an offer will be made. Schneider, which is now required to make a formal offer by 8 August, said a deal would hep it develop its robotics business.

Invensys provides software, systems and controls to a wide range of clients from oil refineries to appliance manufacturers in order to help monitor, control and automate products and processes. Schneider specialises in medium and low-voltage electrical power equipment.

Earlier this year, Severn Trent Water received a takeover offer from a Canadian, Kuwaiti and UK consortium, reportedly valuing the target at £5bn, an offer rejected by the Severn Trent board.

Herbert Smith Freehills (HSF) led by City corporate partners Stephen Wilkinson and Robert Moore advised longstanding client Severn Trent, while Allen & Overy led by corporate partner Richard Evans advised the consortium, made up of Borealis Infrastructure Management, the Kuwait Investment Office and Universities Superannuation Scheme.

 

david.stevenson@legalease.co.uk

  

 

 

 

     

 

 

Legal Business

India calling: Freshfields and Linklaters make key India hires as Amarchand opens up its partnership

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The periodic excitement over the liberalisation of the Indian legal market may currently be reduced to background chatter but the past fews days have been a reminder that the top UK firms continue to position themselves for India work while leading local firms are themselves bulking up and adopting far more expansive strategies.

Freshfields Bruckhaus Deringer has appointed Linklaters’ Arun Balasubramanian to co-head the firm’s India group out of Singapore, working alongside Pratap Amin, chairman of Freshfields’ India group.

Balasubramanian was a partner in Linklaters Singapore office and brings with him India capital market expertise and US law practice in Southeast Asia. He has worked on two of the largest IPOs in Indian history: DLF Limited (US$2.2bn) and Cairn India Limited (US$1.9bn).

Freshfields senior partner Will Lawes said: ‘Arun’s market knowledge and experience will make him an invaluable member of our India team and will greatly enhance the already considerable level of experience within Freshfields for Indian work. We also expect Arun to contribute to the development of our fast growing Southeast Asia practice.’

Rob Ashworth, Freshfields’ regional managing partner for Asia added: ‘We have a strong and growing Asian practice. The Indian and Southeast Asian markets are increasingly important to the firm’s clients and Arun’s experience will enhance our ability to assist them.’

However, Linklaters has already gone some way to offsetting its loss with the hire of Narayan Iyer, a partner in one of India’s leading law firms and Linklaters Indian ‘best friend’ Talwar Thakore & Associates (TT&A) in Mumbai, who will be re-joining Linklaters in August this year.

Iyer first joined Linklaters as a trainee in 1996 and was elected to become partner in 2007. He joined the TT&A partnership in late 2009, where he spent the last three and a half years developing the firm’s finance practice.

In his new role, Iyer will be based in London and work alongside head of Linklaters India practice Sandeep Katwala and corporate partner Savi Hebbur to support client investment into India and advise on the global expansions of India corporates and financial institutions.

Katwala said: ‘We need to respond appropriately to the evolving needs of our India related clients. Narayan’s return will further strengthen our London-based India facing capability and complement the India expertise we have in Asia. Our best friends arrangement between Linklaters and TT&A will continue to thrive and Narayan will play a key part in strengthening this relationship.’

Separately, Citibank’s India general counsel Sandip Beri has left the corporate world to re-join private practice with leading full service law firm Amarchand & Mangaldas & Suresh A. Shroff & Co. (Amarchand Mangaldas). Beri joins the firm’s New Delhi office following his most recent role at Citibank for the South Asia regions, where he specialised in corporate and securities, M&A, banking and structured finance, private Equity, government relations and regulatory compliance.

Amarchand has further boosted its general corporate practice with the hire of partner Yashojit Mitram, who joins the Mumbai office from Economic Law Practice where he was recommended by Legal 500 for investment funds work.

Both lateral hires follow the firm’s recent round of 13 internal partner promotions, in which, significantly, the majority were not family members.

Seven associates have been made up in New Delhi, five in Mumbai and one in Bangalore. The promotions came into effect on 1 April this year and were split across the firm’s corporate, banking and finance, projects, capital markets and disputes practices.

The firm has grown from having 69 partners to an 84-partner team across seven domestic offices. From the new additions, only five are family members, countering the long-held perception that most partnerships in Indian firms are of the same blood line.

Amarchand Mangaldas managing partner Cyril Shroff said: ‘Inevitably, there will be perception that this is family-controlled, but this is not the case, it is family-led rather. Family remains a position of influence but it is as much as a meritocracy as any other.

‘You can be a young graduate with no relations and have as much chance to make it to the top like anyone. We have a standard and family members have to go through these same hoops.’

The firm has been working on revamping its image for some time now and by 2017 aims to reduce its family stake within the partnership to 40%.

Additionally, the progressive firm has one of the highest numbers of female partners worldwide. Over 60% of its partners are women – well above UK and Wall Street firms.

The firm plans eventually to open offices internationally, with Singapore, London and New York being considered, however Shroff said: ‘Until we have completely covered the Indian space, it would be a distraction to open anywhere. We have to get our head around what it takes to run an international operation. Once we have mastered what we do in India, we can tap into a slightly different skillset to tackle it globally.’

jaishree.kalia@legalease.co.uk

Legal Business

Clifford Chance underperforms Magic Circle with 9% drop in PEP

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Clifford Chance (CC) has underperformed its Magic Circle rivals in its 2012/13 results as the firm today announced a 2.5% decline in revenue to £1,271m and a 9% drop in profit per equity partner (PEP) to £1m.

The firm, which has expanded the number of equity partners year-on-year from 379 in 2010-11 to 411 in the past financial year, pointed to factors including the predicted Eurozone crisis together with a slowdown in the Asia-Pacific market and a change of political leadership in China as having a negative impact on its bottom line.

Managing partner David Childs said: ‘We are living through an extended period of choppy conditions in global markets. However, our continued investment across geographies and practices have given us a broad-based business with the resilience to weather this volatility, as shown by our results over recent years as well as the major mandates and awards that we have been proud to win.’

Last year CC posted a 7% increase in revenue to $2,048m and 12% increase in PEP to $1.66m, as reflected in Legal Business Global 100 for 2011-12.

The past year has seen the 3,017-lawyer global firm open an office in Seoul as well as winning approval to enter into the first ever mixed partnership arrangement with a Saudi Arabian firm, Al-Jadaan & Partners Law Firm, in March this year.

CC also entered into an alliance in Singapore with litigation boutique Cavenagh law, giving it access to the lucrative Singapore litigation market. ‘We are the first full service firm in Singapore offering litigation advice,’ said Childs.

Deals highlighted by the firm include acting for the sponsors and financial advisers on Glencore International’s acquisition of Xstrata and Anheuser-Busch InBev on the bank financing of its $20.1bn acquisition of Mexican brewer Grupo Modelo.

Childs singled out litigation and banking and finance as having a good year, commenting: ‘Our global litigation and dispute resolution practice put in another excellent performance, with roles on some of the most high-profile and complex matters around.’

But despite Clifford Chance remaining as the leading Magic Circle firm in this year’s Legal Business Global 100 in revenue terms, in fifth place behind DLA Piper, Baker & McKenzie, Laham & Watkins, and Skadden, Arps, Slate, Meagher & Flom, the firm underperformed Freshfields Bruckhaus Deringer in seventh position. Freshfields last week reported a 7.2% increase in turnover from £1.139bn to £1.22bn and PEP rose by 7.6% to £1.398m.

Linklaters, in eighth place in the Global 100 2012-13 saw its revenue drop by 1% to £1,195bn but its PEP was up by 6% to £1.260m. Allen & Overy, meanwhile, in ninth place, reported a 0.6% increase in revenue to £1.19bn and flat PEP of £1.1m for 2012/13.

david.stevenson@legalease.co.uk

Click here to see the Global 100 results

Legal Business

Reporting season floodgates open as four major City firms reveal 2012/13 revenues

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Reporting season has opened in earnest in the City as Freshfields Bruckhaus Deringer today (5 July) reveals it has bucked the trend towards flat revenue growth among its Magic Circle rivals while Linklaters, Ashurst and Norton Rose Fulbright disclose a varying set of 2012/13 numbers.

In a year that has already seen a number of managing partners blame challenging market conditions for flat revenue streams, Freshfields reported a 7.2% revenue increase from £1.139bn to £1.22bn, while its profit per equity partner (PEP) rose by 7.6% to £1.398m.

Global managing partner Ted Burke said: ‘Over the past six years we have worked hard at making our offering across our practices, sectors and geographies as nimble and flexible as possible to ensure we can adapt to changing client demand. We feel that we are now very well-placed to provide the transactional, regulatory, contentious and risk management help our clients need, wherever in the world they want it. These strong results demonstrate how this approach is working’.

Headline deals for the 2332-lawyer firm have included its role advising the government on the long-running IPO of Royal Mail, and advising Betfair on CVC Capital Partners’ £910m takeover bid. For Q1 of 2013, Freshfields was ranked by mergermarket in third place for global M&A behind US firms Davis Polk & Wardwell and Wachtell, Lipton, Rosen & Katz, and second for global buyouts behind Kirkland & Ellis.

In contrast, Magic Circle rival Linklaters‘ turnover dropped by 1% to £1.195bn, although its PEP saw the second-largest increase among the Magic Circle, up 6% to £1.260m. Linklaters global managing partner Simon Davies said: ‘I’m cautiously optimistic. Our longer term growth will continue at a lower pace. There’s plenty of cash in the market, although not much optimism on where to deploy it. We’re very comfortable with our model. There’s not a market that we should be in and are not.’

Flat revenues amid challenging conditions are also a feature of Ashurst’s past year, which in line with many City firms reported a slow start to the year and a strong final quarter. The top 20 firm saw its turnover increase only marginally from £322m in 2012 to £323m (0.3%) over the past financial year. PEP is down by 8.6% from £744,000 to £680,000. The partner profit range has also dropped to £375,000 to £975,000 (down from £405,000 to £1,052,000 in 2012) and the firm’s net profit was down from £112m to £105m.

Ashurst managing partner James Collis said: ‘Market conditions remain challenging and this has inevitably impacted activity levels…The year was characterised by a difficult first half, a better second half and a strong last quarter.

‘In the last year, our non-UK revenue accounted for 41% of the total. We have seen a notable improvement in performance in the last year in Asia, Middle East and the US. In the UK, activity in energy, transport and infrastructure and finance has been particularly robust. That said, market conditions in Continental Europe have continued to be challenging and the weakening in the Euro has had a marked impact.’

Elsewhere, Norton Rose Fulbright disclosed a 1% increase in revenue to $1.334bn. That figure does not include Fulbright Jaworski’s revenues after the firms’ merger went live on 3 June. In Sterling terms that figure is £845.3m (converting at average exchange rates during the year), up 3% from £822.3m last year. However, the firm has declared an overall increase of 4% owing to depreciation against Sterling of the SA Rand.

Global chief executive Peter Martyr said: ‘We are happy with a 4% growth across the world, particularly given the economic climate and the huge strategic steps we have made.’

Yesterday, Allen & Overy reported a 0.6% increase in revenues for its year to April 2013, with income hitting £1.19bn and flat profit per equity partner of £1.1m.

Outside of the Magic Circle, many of the top 50 UK firms have revealed spikes in turnover off the back of recent mergers and international expansion. Top-20 firm Pinsent Masons posted a 40% increase in revenue from £221m to £309m following its merger with McGrigors last June. The firms, which would have had a combined turnover last year of around £294m, have in real terms seen a growth in revenue of 5%.

Clyde & Co, meanwhile, saw a hike in turnover of 17% as it continues to see the effects of its 2011 merger with Barlow Lyde & Gilbert. The insurance-focused firm’s revenues are up to £336.6m from £287m last financial year, having shot up by 38% the year before in the more immediate aftermath of its merger with Barlows. PEP is also up 4% this year from £558,000 to £580,000.

However, it has also been a good year for boutique and specialist firms, including litigation outfit Stewarts Law, which on 3 July announced an increase in turnover of 29.5% to £45.2m for 2012/13 and average profits per equity partner of £1.1m.

Macfarlanes, on the other hand, stands out for being one of the few firms to have announced significant increases in turnover and profit without having expanded from its single site office or made changes to its predominantly transactional practice.

The high-performing City firm posted a 12% increase in revenues for 2012/2013 from £102.2m to £114.16m. The firm, which recorded an 8% rise in revenues in 2011/2012, continues to be one of the most profitable firms in the City, with net income up 16% from £42.44m to £49.25m, equating to a PEP of £985,000 – an increase of 9% on 2011/2012. Profit per lawyer at the firm stands at £158,000 – a rise of 7%.

jaishree.kalia@legalease.co.uk

Legal Business

Financial results round-up: Freshfields tops UK elite firms

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Magic Circle firm shines with 7% revenue spike in flat market

Freshfields Bruckhaus Deringer has led the Magic Circle for 2012/13 financial results in a year that has seen the UK’s elite turn out flat annual turnover and profits, while many of the UK’s top 50 reveal spikes in revenue largely generated by international expansion.

Freshfields has revealed a 7% revenue increase from £1.139bn to £1.22bn, with profit per equity partner (PEP) rising by 11% to £1,439,000.

Headline deals for the firm have included its role advising the government on the long-running IPO of Royal Mail, and advising Betfair on CVC Capital Partners’ £910m takeover bid. For Q1 of 2013, Freshfields was ranked by mergermarket in third place for global M&A behind US firms Davis Polk & Wardwell and Wachtell, Lipton, Rosen & Katz, and second for global buyouts behind Kirkland & Ellis.

Legal Business

Corporate: Alibaba and Kabel Deutschland deals land roles for Freshfields, Linklaters and Hengeler Mueller

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Freshfields Bruckhaus Deringer and Linklaters have landed two major corporate mandates advising Alibaba on what Reuters describes as ‘the most anticipated IPO since Facebook’ and Vodafone on its €7.7bn (£6.6bn) acquisition of Germany’s largest cable TV operator respectively.

Amidst much market speculation over roles and particularly the levels of fees that will be commanded, Freshfields is understood to be advising the China e-commerce giant on an IPO reportedly valued at as much as $100bn (64bn), with Hong Kong equity capital markets partner and Greater China head Teresa Ko understood to be leading the team.The Magic Circle firm recently advised Alibaba, which under the helm of former CEO Jack Ma (pictured) transformed into one of the world’s largest e-commerce businesses with 24,000 employees, on its $8bn debt refinancing and buyback of half of Yahoo!’s 40% stake in the company in May last year.

Linklaters, meanwhile, is advising long-term client Vodafone, one of the world’s largest mobile communications companies with a market capitalisation of £85.3bn, on its first foray into consumer broadband and television with the acquisition of Kabel Deutschland, offering Kabel shareholders €87 per share in cash, as announced yesterday (24 June).

Düsseldorf partner Klaus Hoenig and Frankfurt partner Stephan Oppenhoff are leading the team at Linklaters, which last year advised the phone company on its $1.7bn purchase of London-based Cable & Wireless Worldwide (CWW), which provides businesses with voice, date and intellectual property communications.

The deal also represents a significant win for German law firm Hengeler Mueller, which is advising Kabel Deutschland, fielding a multi-jurisdictional team led by corporate partners Maximilian Schiessl and Achim Herfs together with regulatory partner Wolfgang Spoerr and antitrust partner Christoph Stadler.

Hengeler Mueller also advised the cable TV company last July on its €618m agreement to acquire Tele Columbus, which was vetoed this year by Germany’s antitrust regulator.

Francesca.Fanshawe@legalease.co.uk

Legal Business

Magic Circle unveils new pay levels

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Four of the five Magic Circle firms have now revealed their decisions on newly qualified (NQ) and trainee salaries, with decisions pending from the remainder of the top ten City firms.

Freshfields Bruckhaus Deringer so far tops the table for NQs, despite its decision to freeze pay for its career milestone foundation. Junior-banded associates – equivalent to NQ to one-year PQE – will earn between £65,000 and £72,500. The firm’s trainee pay has also been frozen at £39,000 for first-year trainees and £44,000 for second-year trainees.

Legal Business

Cinven gifts Freshfields with IPO while HSF defends Severn Trent

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A handful of major corporate mandates were unveiled last month as private equity house Cinven kicked off its £1.4bn proposed initial public offering (IPO) of annuity provider Partnership Assurance Group and Severn Trent rejected a preliminary takeover offer by an international consortium.

Amid signs of renewed confidence in the IPO market, Cinven instructed Freshfields Bruckhaus Deringer – led by corporate partners Mark Austin and Adrian Maguire – to advise on the float of Partnership, which Cinven acquired for €200m in 2008.