Legal Business

Dealwatch: Kirkland lift first Cinven mandate since Maguire hire as Links, Gowling and Jones Day bed roles in week of PE records

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Dealwatch Gowling WLGJones DayKirkland & EllisLinklaters

Kirkland & Ellis has this week won roles advising on one of the largest European private equity transactions since the financial crisis and the UK’s largest-ever private real estate transaction.

Kirkland advised private equity houses Advent International, Cinven and the RAG foundation in their €17.2bn acquisition of Thyssenkrupp’s elevator business and acted for Blackstone in its $4.7bn purchase of iQ Student Accommodation.

Adrian Maguire (pictured) acted on Kirkland’s first deal for his long-term client Cinven since his move from Freshfields Bruckhaus Deringer last year. The team was led out of Kirkland’s Munich base with corporate partners Benjamin Leyendecker and Philip Goj, and also involved David Higgins, whose move to Kirkland from Freshfields preceded Maguire’s.

Cleary Gottlieb Steen & Hamilton advised Abu Dhabi Investment Authority, which was also part of the consortium acquiring the business.

Linklaters’ co-head of M&A, Dusseldorf-based Ralph Wollburg, acted for Thyssenkrupp, which saw several bidders battle out for its elevator business. An offer by private equity house CVC in partnership with Finnish engineering company Kone, advised by Clifford Chance, was withdrawn partly due to antitrust concerns.

A consortium of Blackstone, Carlyle and the Canada Pension Plan Investment Board (CPPIB) had also shown interest, advised by Milbank’s German offices. Thyssenkrupp had also considered an IPO before deciding to offload the business entirely.

Headquartered in Germany, the elevator business generated €8bn in revenues in 2018/19. The deal is expected to close within six months.

While its plan for the acquisition from Thyssenkrupp did not materialise, Blackstone went through with its plans to acquire iQ Student Accommodation from Goldman Sachs and The Wellcome Trust.

Kirkland fielded a team led by London corporate partners Michael Steele, Carlos Gil Rivas and Dipak Bhundia, with Gowling WLG’s real estate specialist Michael Twining also acting for the private equity house.

The London office of US firm Jones Day also won a prominent role on the record-breaking transaction, with London partners Giles Elliott, Anthony Whall and David Smith advising iQ, Goldman Sachs and The Wellcome Trust.

Simpson Thacher & Bartlett partner Tom Lloyd advised on the financing aspects.

‘It’s a great business for a great client with a sophisticated buyer on the other side,’ Elliott told Legal Business. ‘It was an incredibly accelerated process all round. It was an exhausting but great deal to be involved in.’

Jones Day has some history with the business and its owners, having advised Goldman when it combined its student housing business with The Wellcome Trust-owned iQ in 2016.

marco.cillario@legalease.co.uk

Legal Business

Revolving Doors: Jones Day makes it a brace in the City as Clifford Chance loses partner in-house

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Strategic recruitment Clifford ChanceJones Day

Away from the headline laterals last week, Jones Day was the only firm to make moves in London after securing a double hire to bolster its finance offering, while Clifford Chance (CC) lost a London partner to in-house in Hong Kong and Hausfeld strengthened in Berlin.

Jones Day has set about reinvigorating its City offering after an exodus earlier this year, announcing the hires of Lee Federman and Ewen Scott who join the firm’s banking, finance and securities practice. Federman joins from Dentons, where he served as a finance partner having originally joined the firm in 2015 and brings with him experience in cross-border syndicated financing transactions, with particular focus on leveraged finance and corporate lending.

Scott meanwhile joins from Ashurst, where he was partner in the firm’s global loans group, having acted for numerous lenders, borrowers and sponsors on a range of cross-border and bilateral financings. The hires go some way to replenishing  losses Jones Day suffered earlier this year after private equity partner Michael Weir decamped to White & Case, while Alex Millar and John Ahern also left for Travers Smith and Katten Muchin Rosenman respectively.

Commenting on the hires Giles Elliott, co-leader of Jones Day’s finance practice, said: ‘Adding Lee and Ewen to our global team sends a very strong message that Jones Day remains committed to providing our clients access to experienced, effective talent in Europe.’

CC has lost partner Alex Erasmus to the in-house legal community, with the corporate partner joining blockchain software company Block.one as chief legal officer. Erasmus will now be based in Hong Kong where he will serve on the company’s executive committee, while reporting to group president Rob Jesudason, who lauded the hire:

‘The regulatory landscape around blockchain technology continues to evolve positively, as a leader in the field, Block.one wants to remain at the forefront of these developments. Alex has extensive experience in advising regulated companies on corporate, capital and compliance matters.’

Meanwhile in Europe, litigation specialist Hausfeld announced the hire of Wolf von Bernuth to its Berlin office. Having previously spent 20 years at Gleiss Lutz, 15 of which were as partner, in 2017 von Bernuth also went on to found his own litigation boutique in Berlin. Now he brings experience representing institutional investors to Hausfeld as the firm enhances its financial litigation practice.

‘We are delighted to welcome Wolf von Bernuth, a renowned, experienced litigator and one of Germany’s leading experts in the field of investor lawsuits,’ said firm chairman Michael Hausfeld. ‘Since our opening in Berlin at the beginning of 2016 and then expansion to Düsseldorf, our German operations have experienced vigorous growth, with our team growing from three to almost 20 professionals.’

thomas.alan@legalbusiness.co.uk

 

Legal Business

Both sides now: Milbank sees UK revenue jump 9% as Jones Day loses another two City partners

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Financial results 2017 Jones DayMilbank

Contrasting fortunes summarises the position of two key US players in the London market these days, with an expansive Milbank, Tweed, Hadley & McCloy posting its highest-ever London revenues while Jones Day has seen three City partners leave since the start of the year.

Revenue at Milbank’s London office grew 9% to $125m in 2017 in a stronger performance compared to last year’s 4% rise to $114.1m.

The firm is yet to disclose its worldwide revenue and profits for 2017 but said it had the best–ever year both globally and in Europe.

‘London continues to thrive and to be a key part in our tremendously successful global business,’ London co-managing partner Julian Stait told Legal Business. ‘It was one of those years where all businesses across the piece had a really fantastic year, I am not sure there was a standout performer.’

2017 highlights include acting on a number of high-profile cases, including defending Visa alongside Linklaters in a claim brought by Sainsbury’s and acting for the defendants in a $1bn claim brought against a set of financial institutions accused of manipulating the Libor rate.

On the transactional side, the firm worked on the $3.7bn restructuring of offshore drilling services contractor Ocean Rig and advised the lenders on the £425m acquisition of vehicle rental firm Zenith Group by Bridgepoint Capital.

After a quiet 2017 in the lateral hire market, Milbank has started 2018 announcing a string of hires from a number of US rivals in the City, including high-yield specialist Apostolos Gkoutzinis from Shearman & Sterling and a four-partner restructuring team led by Yushan Ng from Cadwalader Wickersham & Taft.

The firm now counts 28 partners and around 150 lawyers in the City.

‘The recent hires were the icing on an already very successful cake,’ said Stait. ‘One of the priorities now is to embed these fantastic new businesses into our London office and global firm.’

Elsewhere, Jones Day lost its second and third City partners in as many weeks as corporate partner Dan Coppel left for Morrison & Foerster and financial services regulatory partner John Ahern moved to Katten Muchin Rosenman.

Coppel joined Jones Day from ailing Dewey & LeBoeuf in 2012 and focuses on cross-border M&A and private equity. Ahern had been hired seven years ago from Addleshaw Goddard and works on the regulation of banking and financial services in the UK and Europe.

These losses follow the departure of Jones Day’s acquisition and leveraged finance partner Paul Simcock, who joined Vinson & Elkins’s City arm in January.

Marco.cillario@legalbusiness.co.uk

Legal Business

Pension Protection Fund axes Dentons and Jones Day amid panel review

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The Pension Protection Fund (PPF) has renewed its panel of legal advisers, with Bevan Brittan, Dentons and Jones Day among those being axed.

Burness Paull, Kingsley Napley and Pitmans have also been removed as the other 16 firms who make up PPF’s legal panel have been given a one-year extension.

The process was overseen by PPF general counsel David Taylor, with firms being reorganised to fit into three sections: a core panel, an insolvency and corporate panel and a specialist and reserve panel.

Clyde & Co and Gowling WLG make up the revised panel of core advisers. When PPF last reviewed its panels in 2013, the core panel line-up consisted of Clydes, Dentons and Wragge & Co.

Addleshaw Goddard, Herbert Smith Freehills and Squire Patton Boggs are among 11 firms that make up the insolvency and corporate panel, which guides the PPF on restructuring matters.

The specialist and reserve panel, which is designed to provide additional strength and depth in areas such as litigation and investment work, features Fieldfisher, Bond Dickinson and Mayer Brown.

Launched in 2014, the PPF’s assessment period legal panel, which assists with the transition of PPF schemes, comprises of Burges Salmon, Clydes, DWF, Eversheds, Norton Rose Fulbright and Osborne Clarke.

PPF is considered one of the most important institutions in the pensions industry, and paid out £616m in compensation to its members in 2016, a 9% rise on 2015. The PPF’s performance report for the 2015/16 financial year also states that there is a 93% likelihood of the institution being financially self-sufficient by 2030.

tom.baker@legalease.co.uk

Read more analysis in: ‘A buyers’ market – The trends and traumas in adviser reviews’

Legal Business

US partner promotions: Cadwalader adds two as Jones Day promotes five partners in the City

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Partnership promotions Cadwalader, Wickersham & TaftJones Day
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US firm Jones Day has promoted five to partner in London as part of a 47-strong promotions round, while New York outfit Cadwalader, Wickersham & Taft elected two in the City as part of a 10-strong cohort.

Jones Day promoted private equity lawyers Liam Bonamy, Ben Shribman and John MacGarty, banking and finance lawyer Polly O’Brien, and disputes lawyer Sylvia Tonova in this year’s around.

The US firm’s promotions matched its round of 47 lawyers the previous year, where two London lawyers made partner. In the current round, 15 of the firm’s new partners were female, around 32%.

Cadwalader is to add two London partners in a round of 10 promotions after a difficult year for the New York firm that saw a number of partner departures and the closure of its Hong Kong and Beijing offices.

Cadwalader elected financial restructuring lawyer Sinjini Saha to partner in the firm’s London office as well as capital markets lawyer Daniel Tobias. Saha represents private equity sponsors in leveraged buyouts, restructurings and securities matters, while Tobias specialises in collateralised loan obligations.

The firm also promoted seven to partner in New York, as well as one in Washington DC. Four of the firm’s 10 new partners are female.

Cadwalader managing partner Pat Quinn said: ‘This is another great group of young partners – our largest incoming class since 1993 – and each has demonstrated first-rate legal skills and superb client service capabilities. It is gratifying to note that four of our new partners are products of our Sponsorship Program for high-performing female and diverse attorneys.’

matthew.field@legalease.co.uk

London partner promotions:

Cadwalader

Sinjini Saha – financial restructuring practice, London

Daniel Tobias – capital markets practice, London

Jones Day

Liam Bonamy – private equity practice, London

Ben Shribman – private equity practice, London

John MacGarty – private equity practice, London

Polly O’Brien – banking & finance practice, London

Sylvia Tonova – global disputes practice, London

Legal Business

A NewDay: CC and Slaughters win roles on Cinven and CVC’s latest purchase

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Corporate Clifford ChanceJones DaySlaughter and May
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Clifford Chance (CC), Slaughter and May and Jones Day have taken lead advisory roles on the acquisition of consumer finance provider NewDay by private equity powerhouses Cinven and CVC Capital Partners from Värde Partners.

No financial sum was disclosed however NewDay is one of the UK’s fastest growing specialty finance companies, providing credit to more than 5 million customers and with £1.6bn of receivables.

Once lauded as the trailblazer in private equity CC has returned to form advising the consortium of equity funds comprised of Cinven and CVC Capital Partners. The firm’s private equity chief Jonny Myers took the lead with corporate partner Christopher Sullivan. The duo had support from antitrust partner Jenine Hulsmann and capital markets partner Maggie Zhao.

Slaughters advised Värde with corporate partner Susannah Macknay advising alongside partner David Wittmann. The UK is the largest credit card market in Europe and Värde supported the management team through both the rebranding of the company to NewDay and the acquisition of Santander’s UK retail cards business in 2013 – on which Slaughters advised.

Jones Day represented the management team of NewDay, with corporate partner Julian Runnicles leading a team including tax partner Charlotte Sallabank and Ben Shribman.

This latest move by private equity funds goes against newly released data from Dealogic this morning (12 October) which showed M&A deal volume dropped 26% and 41% year-on year, to $29.8bn and $138.2bn respectively.

UK outbound M&A dropped significantly, down 58% year-on-year to $36.3bn, despite recovering in the third quarter of 2016 to $19.4bn from the second quarter of 2016 ($4.3bn).

sarah.downey@legalease.co.uk

Legal Business

Freshfields lands major Carlyle deal with $3.2bn Atotech acquisition

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Corporate Freshfields Bruckhaus DeringerJones Day
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In its first major mandate for The Carlyle Group in recent years, Freshfields Bruckhaus Deringer has advised as the private equity firm picked up chemicals firm Atotech from Total for $3.2bn.

Carlyle turned to Freshfields for advice with London-based corporate partners David Higgins, Adrian Maguire and Paris-based corporate partner Florent Mazeron taking the lead. Finance partner Sean Lacey also acted on the deal.

Latham & Watkins also advised Carlyle, on financing aspects,with a deal team led by Washington DC partners Jeff Chenard and Manu Gayatrinath and London partner Dominic Newcomb. Washington partners Patrick Shannon and Jason Licht acted on high-yield and bridge financing matters. Antitrust advice was provided by Marc Williamson, Luca Crocco and Peter Todaro while David Dantzic advised on corporate matters.

Meanwhile Total turned to a Jones Day Paris team including M&A partners Audrey Bontemps and Sophie Hagege, government regulation partner Francoise Labrousse, labour partner Jean Michel Bobillo and capital markets partner Linda Hesse.

Freshfields partner Higgins said: ‘The international nature and complexity of the deal played to our strengths as a firm and we look forward to working with The Carlyle Group in the future’.

This is the second significant private equity deal Freshfields has acted on in recent months with corporate partner Charles Hayes taking the lead advising CVC Capital Partners as it looked to sell off Formula One to Liberty Media Corporation for £6.4bn.

Gaining its fair share of private equity work, last month it was revealed Jones Day advised co-owner of Penton Business Media Wasserstein & Co through FTSE 100 publishing company Informa’s $1.56bn bid for the US trade publisher.

Carlyle has long been a client of Clifford Chance (CC) and Linklaters, although that has waned in recent years, with Latham & Watkins the beneficiary of several departures from CC. On the other hand, Freshfields has proven resilient to exits and is viewed by clients and private practitioners as having overtaken Clifford Chance as the top City player in high-end private equity.

madeleine.farman@legalease.co.uk

For more on private equity in the City see: ‘ABC – the brutally simple world of a private equity lawyer’

 

 

Legal Business

Jones Day pulls off significant Middle East coup with hire of HSF heavyweight Khan

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Middle East and Africa Herbert Smith FreehillsJones Day
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Jones Day has hired Herbert Smith Freehills’ Middle East finance head Nadim Khan, who joined the firm to launch its Dubai office in 2007.

Joining Jones Day’s projects and infrastructure practice Khan, who left HSF in May, will head up Jones Day’s Middle East banking and finance practice and the firm’s Islamic finance group.

Khan joins Jones Day with more than 15 years’ experience in the Middle East advising on major transactions and Islamic-financed projects. He is rated as a leading individual in The Legal 500 for Islamic finance.

Jones Day projects head Arman Galledari said: ‘Nadim’s arrival enhances our ability to help our clients develop and execute complex, large-scale projects across the Middle East and Africa. His broad experience in the region and involvement with various industries will bring additional depth to what is already a very strong practice group.’

Khan arrived at Herbert Smith Freehills (HSF) along with fellow Norton Rose partner Zubair Mir in 2007 amid much fanfare – it was widely regarded as one of the most significant double laterals in the Middle East at the time. Mir is now head of HSF’s Middle East practice. More recently, HSF has had faltering growth across its Middle East outposts, shutting down its office in Abu Dhabi in 2015 and terminating an association with Saudi Arabian firm Al-Ghazzawi Professional Association two years earlier.

Its Abu Dhabi office saw a series of exits with Islamic finance partner Adil Hussain leaving for Clyde & Co in 2014, real estate partner Nick Turner returning to London and managing partner Andrew Newbery resigning in 2013 for a corporate role in the UK. The office’s last partner, Alexander Currie, was relocated to Dubai with a five-lawyer team in 2015.

However HSF recently re-entered Saudi Arabia, launching an association with local firm Nasser Al-Hamdan and hiring White & Case projects partner Euan Pinkerton.

HSF also recently lost a significant team in Australia after a 10-partner project finance team under Asia head of finance Brendan Quinn left for US firm White & Case.

matthew.field@legalease.co.uk

Legal Business

Media matters: CC, Kirkland and Jones Day act on $1.56bn Informa bid for US publisher

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Corporate Clifford ChanceJones DayKirkland & Ellis
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Clifford Chance (CC), Kirkland & Ellis and Jones Day have all won mandates on FTSE 100 publishing company Informa’s $1.56bn bid for US trade publisher Penton Business Media.

The Magic Circle firm is advising UK-headquartered Informa on the proposed acquisition with a cross-border team of lawyers in New York and London. The deal is expected to close before the end of 2016.

Kirkland is acting as legal adviser to Penton and co-owner MidOcean Partners on the sale, while co-owner Wasserstein & Co is being advised by lawyers from Jones Day. The Jones Day deal team was led by private equity partner Andy Levine and corporate partner Ben Grossman.

CC’s team was led by corporate partners Benjamin Sibbett in New York and Steven Fox in London, while London-based partner Michael Bates advised on finance and John Connolly and Robert Trefny advised on capital markets aspects.

The firm previously advised Informa on the sale of its corporate training business in the US in 2013 and its re-domiciliation to and re-listing in London in 2014.

Kirkland’s team was based out of the UK and US, led by New York corporate partner Mark Director and London partner Christopher Field.

Multinational publishing company Informa has a presence in more than 40 countries and annual turnover exceeding £1.2bn. While the weeks since the Brexit vote have seen a number of takeovers of UK companies in M&A, the deal represents a high-profile acquisition for a UK-headquartered company.

Another recent media transaction saw Magic Circle firms Linklaters, Freshfields Bruckhaus Deringer and Allen & Overy all advise on a £1bn deal, with US company General Atlantic taking majority stake in UK-based Argus Media.

Linklaters advised Argus Media, along with Travers Smith and Macfarlanes. Freshfields advised General Atlantic with support from US firm Paul, Weiss, Rifkind, Wharton & Garrison.

matthew.field@legalease.co.uk

Legal Business

Jones Day and Travers Smith star as James Bond’s Pinewood studios sold

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Corporate Jones DayTravers Smith
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Travers Smith and Jones Day have taken on the leading roles in a £323m deal for Pinewood Group, which owns the iconic Pinewood studios.

Jones Day advised on the acquisition by PW Real Estate Fund III in its takeover of Pinewood Group, which was accepted by Pinewood’s board of directors on Friday (12 August).

Travers acted for Pinewood, whose famous studio is known for working on many of the UK’s most famous film titles, including the James Bond series, the Harry Potter films, the Hobbit and the latest instalments in the Star Wars saga.

Jones Day’s team was led by London corporate partner Neil Ferguson, M&A partner Leon Ferera, with partners Anna Cartwright and Emily Stew. They worked alongside a team of partners and associates advising the acquisition fund on real estate, capital markets, finance and government regulation.

Pinewood was advised by a Travers team led by head of corporate Neal Watson, alongside corporate partner Adrian West. Travers have long acted as advisers to Pinewood Group, advising on several deals for the studio.

In 2014, Watson led on Pinewood’s 50% acquisition of Shepperton Studios Property Partnership for £36.8m from Aviva. In 2013, Travers head of commercial, IP and technology Tom Purton advised on a joint venture with Chinese media company Seven Stars Media to set up a new Chinese entertainment company.

Paul Hastings also scored a part on the deal, acting for arrangers European Real Estate Debt II S.à r.l and DRC European Real Estate Debt III No. 2 S.à r.l, two funds advised by DRC Capital. Paul Hastings’ team included finance partner James Taylor, tax partner Arun Birla and real estate partner Mark Shepherd.

The major deal for the UK entertainment industry follows the sale of Odeon & UCI Cinemas Group to private equity firm Terra Firma for $1.2bn last month. Osborne Clarke acted for the management of Odeon, while Gibson, Dunn & Crutcher partners Charlie Geffen and Nigel Stacey led for long-time client Terra Firma on the deal.

matthew.field@legalease.co.uk