Legal Business

Deal watch: City teams fly on £4.6bn Rolls-Royce pension deal as Kirkland and Goodwin take multi-billion dollar mandates

Deal watch: City teams fly on £4.6bn Rolls-Royce pension deal as Kirkland and Goodwin take multi-billion dollar mandates

Big-ticket deals have been fuelling the market in pensions, private equity and fundraising recently with UK top-10 firms and US rivals alike taking the controls on significant mandates.

Legal & General (L&G) handed a joint mandate to CMS and Eversheds Sutherland to advise on its £4.6bn buy-in to buy-out with the Rolls-Royce UK Pension Fund (RRPF), a deal which is billed as the UK’s largest ever bulk annuity and which saw Linklaters act for the trustees.

The pension risk transfer sees the insurer strike its fourth of the five largest deals of this kind in the UK, with the others being British Airways (£4.4bn), ICI (£3bn) and TRW (£2.5bn).

The Eversheds team advising L&G was led by corporate partner Hugo Laing and pensions partner Mark Latimour, alongside CMS partner Thomas Lockley. The Linklaters team was led by global head of pensions Claire Petheram and derivatives partner Mark Brown. The in-house legal team at L&G included Helena Hawthorn, Camilla Curtis and Hannah Kilshaw.

Laing, who also acted for L&G on its £2.4bn buy-out of the Nortel pension scheme and £1.1bn buy-out of the Vickers pension scheme, is optimistic about the market.

‘Volatility in the market can be a good thing for pension deals as it can favourably impact pricing. Insurers buying pension schemes has really boomed in the last few years and the deal values are getting bigger and bigger. The Rolls-Royce deal has shown how big the deals can get and I suspect there will be more of this size to come’, he told Legal Business.

Petheram told Legal Business that the transaction is part of a ‘huge trend’: ‘There is an awful lot of activity in buy-ins where insurers take responsibility for pension liabilities. There has been increased activity in the longevity swap area and that’s only going to ramp up further as corporates look to manage their pension liabilities proactively.’

She added: ‘Insurers represent a gold-standard covenant and there is a willingness on the side of corporates and trustees to lean into these deals. It represents an acceptable position. Trustees have a laser focus on the interests of their members and they can see that deals like this work.’

She expects to see an increase in the number of large-scale transactions over the next 12 months and more innovation in dealing with pension risks.

Kirlkland & Ellis’ City lawyers have also been busy, with the Chicago-bred juggernaut advising investment adviser and repeat customer GLP on the $18.7bn sale of its US logistics business to Blackstone. The firm the same week advised BC Partners-backed United Group on a €220m deal to acquire mobile operator Tele2 Croatia from Tele2 Group.

The GLP deal was co-led by Kirkland corporate partners Michael Steele in London and Michael Brueck in New York, with the team also including real estate partner Kevin Ehrhart in Los Angeles, investment funds partner Kelly Ryan in Chicago and tax partner Mike Beinus in New York.

Simpson Thacher & Bartlett advised long-standing client Blackstone out of New York with a team led by real estate partner Davis Coen.

The sale includes logistics properties owned across 3 separate GLP US funds and totals 179 million square feet of urban logistics assets, claiming to be the largest ever private real estate transaction in the States.

London corporate partner David D’Souza led the Kirkland team advising United Group, supported by David Higgins, debt finance partner Neel Sachdev, capital markets partner Matthew Merkle, technology & intellectual property transactions partner Jenny Wilson and tax partners Tim Lowe and Jan Hobbs. The team was also supported by local law firms Divjak Topic Bahtijarevic, Karanovic Partners and Setterwalls.

Tele2 was advised by Schoenherr through its offices in Austria and Croatia, having acted for Tele2 on a number of other disposals in the region. D’Souza said the acquisition will enable United Group to widen the services that it provides and its coverage across Europe.

Having crept largely unnoticed up Legal Business’ Global London table this year, Goodwin Procter’s City office has been making waves, announcing two major fundraisings in the same week.

The Boston-bred firm advised Glennmont Partners on the €850m closing of its Clean Energy Fund III to invest in clean energy infrastructure projects in Europe. The Goodwin team was led by London partners Michael Halford, Alexandrine Armstrong-Cerfontaine and Laura Charkin.

Although led out of New York by partners David Watson and James Donohue, Goodwin also advised Advent International on its $17.5bn fundraise for its ninth global private equity fund GPE IX Limited Partnership.

The fund surpassed its $16bn target after six months in the market while Advent’s previous global fund, GPE VIII, closed on $13bn 2016.Halford and Charkin also advised on the deal out of London.

Halford told Legal Business the Glennmont transaction was a sign of increased interest in renewable energy investments as indicated by the fund’s diversification of investors into the US and Asia. ‘The market is very active and this is a great time to be raising funds. We are expecting more funds activity over the summer.’

Watson said that Goodwin has acted for Advent since its formation in 1984 and has personally advised the private equity house since 1988. He notes an uptick of interest in the ventures space and a migration from its traditional heartlands of California and Boston over to New York.

nathalie.tidman@legalease.co.uk

Legal Business

Deal View: Goodwin’s City practice goes beyond the clichés with 58% revenue growth

Deal View: Goodwin’s City practice goes beyond the clichés with 58% revenue growth

The cliché says that you have to start somewhere and so Goodwin Procter’s London branch did in 2011 with a solitary partner at a desk with a phone. While it arrived late to the City – fellow Boston outfit Ropes & Gray beat it by a couple of years and has enjoyed a very strong run since – now it is Goodwin’s turn.

City revenue grew 58% in 2018, more than three times the pace of the firm globally, hitting $66.8m in the same year it launched a European life sciences practice and amid a punchy 16% hike in global turnover to $1.2bn. Profit per equity partner saw a 14% spike to $2.46m and revenue per lawyer grew 10% to $1.25m, showing the firm has performed to every metric of success both in the City and in its other offices in Boston, New York and San Francisco.

Legal Business

Goodwin London revenue surges 60% as European hiring spree pays off

Goodwin London revenue surges 60% as European hiring spree pays off

Goodwin Procter’s City arm grew at more than three times the pace of the firm globally in 2018, hitting $66.8m in the year in which the firm launched a European life sciences practice.

The eye-catching 58% growth in London from $42.3m came as Goodwin’s global turnover rose 16% to $1.2bn, profit per equity partner was up by 14% to $2.46m and revenue per lawyer 10% to $1.25m.

The London revenue rise was all the more impressive coming off the back of a largely flat headcount, with the firm counting 85 lawyers at the end of the year compared to 77 in 2017 and the same number of partners: 23.

But the firm brought in a four-partner team from Dechert in April to launch a European life sciences practice, including London corporate partners Andrew Harrow and Graham Defries.

‘If you look at the shape and size of our business in the US, the largest part of it is the life science and tech business, and it’s very much our ambition to replicate that in Europe,’ London co-chair Paul Lyons told Legal Business.

He said the hires had a ‘great year’, but he would not pick a specific practice area as the standout performer, saying the office recorded strong growth ‘across the piece’.

Lyons pointed to the $200m IPO of British company Orchard Therapeutics as the standout matter for his office. Other mandates for the firm included GTT Communication’s $2.3bn acquisition of Interoute and SAP’s $8bn purchase of Qualtrics.

The office suffered some losses towards the end of the year, with corporate duo Mark Soundy and Sarah Priestley leaving to launch their own private equity boutique, PriestleySoundy, in January this year, and tax partner Ben Eaton quitting for Greenberg Traurig in October.

But overall the growth of the office has been steady since it launched with one partner in 2011. Lawyer headcount has more than doubled over the last two years along from 37 at the beginning of 2017.

Lyons said the firm planned to continue growing with a particular focus on the overlap between private equity, tech and life sciences, in line with its US business: ‘We need to spread it out more, not just in London: we have a phenomenal PE practice in Paris and we are looking to develop further our PE practice in Frankfurt.’

He added that the firm was looking to launch a litigation practice in London.

While Goodwin’s numbers are particularly eye-catching, the early signs point to a strong 2018 for a number of US firms in London. This week, Cooley announced a 16% top line growth in its City arm to $66.7m, White & Case a 7% uptick to $350m, and Milbank Tweed Hadley & McCloy a 25% hike to $156m.

marco.cillario@legalbusiness.co.uk

Legal Business

US financials: Turnover flat at Winston as Goodwin Procter increases revenue by over 5%

US financials: Turnover flat at Winston as Goodwin Procter increases revenue by over 5%

As the latest firm to report its global financial results, Winston & Strawn had revenue growth of less than 1% last year to $823m, while Goodwin Procter saw its revenue increase by 5% to $912m as the firm made a series of lateral hires in 2016.

After a strong 2015, Winston’s profits per equity partner (PEP) last year also rose by 1% to $1.83m, as net income fell by the same amount. The US firm shrunk headcount by 10 lawyers from 808 to 798.

This month, Winston has also made a number of lateral hires globally, most recently taking on 21 partners in Dallas and hiring Shearman & Sterling’s former global chair of tax controversy and litigation Lawrence Hill. The firm also took on King & Wood Mallesons (KWM) finance partner Ian Borman in London in December last year, after making more than 20 job offers to partners of the collapsed EUME arm of KWM.

Meanwhile at Goodwin PEP remained relatively flat at $1.98m, a $10,000 decrease on 2015 as the US firm made a splash in Europe in 2016 taking on a number of notable partners. Goodwin opened in Paris with the hire of six partners in April from KWM. Shearman & Sterling partners Arnaud Fromion and Frederic Guillox also exited their firm for Goodwin’s Paris office in 2016, while in London the firm also confirmed Mark Soundy and Sarah Priestley would join following their resignation from Shearman, while the firm’s Frankfurt office also received a boost with the hire of Ashurst tax partner Heiko Penndorf.

Goodwin has continued its growth trajectory in 2017 with the firm confirming the hire of a six partner KWM funds team including influential partner Michael Halford in January, alongside 15 associates and five trainees.

Other US firms which reported earlier this month are Latham & Watkins which saw revenue grow by 7% to $2.8bn as PEP broke the $3m mark for the first time, while Reed Smith’s global revenues fell for the second consecutive year in 2016, by 4% to $1.08bn.

georgiana.tudor@legalease.co.uk

Legal Business

Goodwin returns to Freshfields for New York litigation hires

Goodwin returns to Freshfields for New York litigation hires

Goodwin Procter has returned to Freshfields Bruckhaus Deringer‘s New York offering for the second time this year, taking on financial litigation partner Gabrielle Gould.

Counsel Samuel Rubin also joins Goodwin’s commercial and financial litigation practice in New York, having been a senior associate at the Magic Circle firm.

The move follows Goodwin’s hire of Freshfields securities and commercial litigation partner Marshall Fishman in January who becomes the firm’s head of its New York commercial and financial litigation practice.

Gould and Rubin represent global financial institutions, private equity firms, corporations and individuals in sophisticated securities and commercial litigation matters.

Before moving to Freshfields in 2010 Gould was counsel at Kramer Levin Naftalis & Frankel. Recent Goodwin joiner Fishman also joined Freshfields from Kramer in the same year.

Co-chair of Goodwin’s financial industry practice Thomas Hefferon said: ‘With Gabi and Sam on board alongside Marshall and our established, national team of financial industry litigators, we are continuing to make significant strides in expanding Goodwin’s commercial and financial services litigation practice in New York.’

Freshfields bulked up its US platform in November with the hire of corporate partner Aly El Hamamsy from Cadwalader, Wickersham & Taft. But the Magic Circle firm suffered a blow, losing its executive partner and litigation Michael Lacovara to Latham & Watkins in June last year. Lacovara managed the firm’s global business services functions, and was responsible for the firm’s operating model and enhancement of its operational efficiency and client-service delivery.

Freshfields absorbed Lacovara’s exit by splitting his management roles between the three remaining members of its global leadership: Chris Pugh, Edward Braham and Stephan Eilers.

madeleine.farman@legalease.co.uk

Read more: ‘When will the US become a land of opportunity for Freshfields?’

Legal Business

Freshfields loses another New York heavyweight as securities litigator Fishman moves to Goodwin

Freshfields loses another New York heavyweight as securities litigator Fishman moves to Goodwin

Freshfields Bruckhaus Deringer has lost a member of its US partnership with Goodwin Procter hiring securities and commercial litigation partner Marshall Fishman.

Fishman will head Goodwin’s New York commercial and financial litigation practice. Joining the Magic Circle firm in 2010, Fishman moved to Freshfields’ New York office from Kramer Levin Naftalis & Frankel alongside Walter Stuart who returned to Vinson & Elkins in 2014.

He has advised clients such as JP Morgan in cases brought by investors throughout the country arising out of the collapse of the two Bear Stearns hedge funds that held collateralised debt and mortgage obligations.

Fishman represented CIBC World Markets in federal court in an industry dispute involving the trading of derivative products totalling $1.55bn. He also advised Prudential Securities – the financial services arm of insurer Prudential Financial – in a multimillion-dollar commodity fraud trial before the Commodity Futures Trading Commission.

Co-chair of Goodwin’s financial industry practice Thomas Hefferon said: ‘An accomplished and well-known leader in his field, Marshall combines a natural problem-solving ability with decades of wide-ranging industry experience, an exceptional network and a truly collaborative approach to successfully manage his clients’ most sophisticated cases.’

Freshfields boosted its US platform in November, taking corporate partner Aly El Hamamsy from Cadwalader, Wickersham & Taft. However it lost litigator Michael Lacovara, who was executive partner, to join Latham & Watkins in June 2016. Part of a four-man global leadership team at Freshfields, Lacovara managed the firm’s global business services functions, and was responsible for the firm’s operating model and enhancement of its operational efficiency and client-service delivery.

Freshfields absorbed Lacovara’s exit by splitting his management roles between the three remaining members of its global leadership: Chris Pugh, Edward Braham and Stephan Eilers.

madeleine.farman@legalease.co.uk

Read more: ‘When will the US become a land of opportunity for Freshfields?’

Legal Business

KWM drops litigation as Goodwin Procter picks up 26 lawyers from troubled firm

KWM drops litigation as Goodwin Procter picks up 26 lawyers from troubled firm

King & Wood Mallesons (KWM) has dropped litigation against Goodwin Procter and its former corporate partner Richard Lever, as the US firm brings on 26 partners from the legacy SJ Berwin practice.

It is understood KWM partners have voted on the move of six partners, who moved with influential partner Michael Halford alongside 15 associates and five trainees. At the same time the beleaguered firm agreed to drop the litigation claim of approximately £15m.

As reported by Legal Business in July, KWM wrote to Goodwin over potential legal proceedings against it concerning the exit of a six-partner private equity team. The team, which included Paris managing partner Christophe Digoy and Maxence Bloch, is understood to have walked out with at least £8m in annual billings.

Lever announced he would leave KWM in April 2015 to develop a City PE practice at Goodwin, while the Boston-based firm announced the Paris team would join it from KWM a year later.

It is understood KWM was pursuing the claim against Lever and Goodwin’s UK and US arms and while Lever and Goodwin UK had filed defences in the US Goodwin had not, pushing back on jurisdiction grounds. The claim had not yet been listed for hearing.

The other KWM partners following Halford to Goodwin are Ed Hall, Laura Charkin, Shawn D’Aguiar, Patrick Deasy, and Ajay Pathak.

Halford’s exit along with three other influential legacy SJ Berwin partners, Jonathan Pittal, Andrew Wingfield and Rob Day caused the firm to halt and ultimately fail in its plans to recapitalise the business, which is carrying more than £30m in debt.

KWM filed a further notice to appoint administrators earlier this week as partners continue to make arrangements and leave the firm.

The previous notice has expired, having been valid for ten working days since 22 December when it was filed.

It was also revealed staff at KWM’s European partnership would be left without salary payments following the breakdown of negotiations with Barclays.

Both Goodwin Procter and KWM declined to comment.

madeleine.farman@legalease.co.uk

Legal Business

‘An important step’: Shearman’s Soundy and Priestley resurface at Goodwin

‘An important step’: Shearman’s Soundy and Priestley resurface at Goodwin

Goodwin Procter has confirmed Mark Soundy and Sarah Priestley are joining following their resignation from Shearman & Sterling.

Shearman’s former private equity head Soundy resigned in October after a three year stint. He was hired from Weil, Gotshal & Manges in a bid to establish the firm’s private equity offering in the City along with Priestley. Associate Simon Burrows also moved over from Weil to Shearman as partner at the same time but remains at the firm.

London-based Soundy focuses on UK and international M&A work, and has advised a number of institutional investors, international businesses and senior management teams while corporate tax specialist Priestley focuses on private equity and hedge funds. Soundy’s client base includes APAX Partners, Bridgepoint, GMT Communications and HgCapital/Mercury.

Goodwin Europe office chair David Evans (pictured) said: ‘Mark and Sarah are outstanding, highly experienced lawyers who will be terrific additions to Goodwin as we continue to build out our global private equity platform. Their appointment is an important step in ensuring that we continue to have a best-in-class private equity team that can represent clients across the UK, Europe, Asia and the US.’

Last month it was revealed King & Wood Mallesons’ (KWM) influential head of investment funds and major biller Michael Halford will also join Goodwin, a month after resigning from the troubled firm.

Major billers Ajay Pathak, Patrick Deasy, Ed Hall and Shawn D’Aguiar are also to sign with Goodwin. Part of the firm’s prized funds team, Pathak, Deasy and Hall are worth roughly £8m in billings.

Halford’s exit along with three other influential legacy SJ Berwin partners, Jonathan Pittal, Andrew Wingfield and Rob Day caused the firm to halt and ultimately fail in its plans to recapitalise the business, which is carrying more than £30m in debt.

madeleine.farman@legalease.co.uk

Read more: ‘Can Shearman finally get ahead of the curve after 15 years of diminishing returns?’

 

Legal Business

Goodwin Procter poised to take majority of KWM’s prized funds team

Goodwin Procter poised to take majority of KWM’s prized funds team

Four King & Wood Mallesons partners, the majority of the firm’s influential funds team, are in talks to join Goodwin Procter, following their former group head Michael Halford’s decision to join the US firm.

Legal Business understands major billers Ajay Pathak, Patrick Deasy, Ed Hall and Shawn D’Aguiar are set to sign with Goodwin. Part of the firm’s prized funds team, Pathak, Deasy and Hall were worth roughly £8m in billings.

Halford’s exit along with three other influential legacy SJ Berwin partners, Jonathan Pittal, Andrew Wingfield and Rob Day caused the firm to halt and ultimately fail in its plans to recapitalise the business, which is carrying more than £30m in debt.

Earlier this week Goodwin said Halford (pictured) was joining and that ‘certain other London-based KWM partners’ were also given offers. The offers are subject to a partnership vote which is expected to take place in the coming weeks.

A KWM spokeswoman confirmed on Tuesday (22 November) that a revised plan to recapitalise the business had failed. The rescue deal required around 60% of the European partnership to commit to a 12 month lock-in and a contribution of around £14m in capital. This meant around 70 of 120 partners had to agree. Salaried partners were also asked to contribute £60,000.

Halford specialises in private equity and investment fund structuring, his portfolio also includes real estate funds and infrastructure funds for institutional and private investors. Among the investment houses he counts as clients are Triton, Macquarie, Deutsche, Invesco and BNP Paribas.

KWM filed a lawsuit back in May against former partner Richard Lever and his new firm Goodwin on the basis of the firm hiring a six-partner private equity team from KWM in Paris. Lever left KWM in April 2015, closely followed by private equity partner Simon Fulbrook.

georgiana.tudor@legalease.co.uk

Read more on KWM in ‘Comment: The moment of truth arrives in the SJ Berwin saga’

For an in-depth assessment of KWM, subscribers can see our July cover feature ‘Branded’

Legal Business

Goodwin Procter to take Halford and other KWM partners as recap fails

Goodwin Procter to take Halford and other KWM partners as recap fails

After resigning last month, King & Wood Mallesons’ (KWM) influential head of investment funds and major biller Michael Halford will be joining Goodwin Procter and has taken several other partners with him.

Halford’s exit along with three other influential legacy SJ Berwin partners, Jonathan Pittal, Andrew Wingfield and Rob Day caused the firm to halt and ultimately fail in its plans to recapitalise the business, which is carrying more than £30m in debt.

Goodwin said Halford (pictured) was joining and that ‘certain other London-based KWM partners’ were also given offers. The offers are subject to a partnership vote which is expected to take place in the coming weeks.

A KWM spokeswoman confirmed today (22 November) that a revised plan to recapitalise the business had failed. The rescue deal required around 60% of the European partnership to commit to a 12 month lock-in and a contribution of around £14m in capital. This meant around 70 of 120 partners had to agree. Salaried partners were also asked to contribute £60,000.

Halford specialises in private equity and investment fund structuring, his portfolio also includes real estate funds and infrastructure funds for institutional and private investors. Among the investment houses he counts as clients are Triton, Macquarie, Deutsche, Invesco and BNP Paribas.

The exit was a major hit for KWM, as he was the key figure in the firm’s funds team, a practice seen as the firm’s crown jewel.

KWM filed a lawsuit back in May against former partner Richard Lever and his new firm Goodwin on the basis of the firm hiring a six-partner private equity team from KWM in Paris. Lever left KWM in April 2015, closely followed by private equity partner Simon Fulbrook.

georgiana.tudor@legalease.co.uk

Read more on KWM in ‘Comment: The moment of truth arrives in the SJ Berwin saga’

For an in-depth assessment of KWM, subscribers can see our July cover feature ‘Branded’