Legal Business

Revolving doors: Akin Gump hires Orrick private equity player as Kirkland revisits Linklaters for tax lateral

Revolving doors: Akin Gump hires Orrick private equity player as Kirkland revisits Linklaters for tax lateral

City and US rivals in London have been continuing to ramp up lateral recruitment with Akin Gump Strauss Hauer & Feld adding its third private equity partner in the space of a month, Kirkland & Ellis hiring a tax partner from Linklaters and Bryan Cave Leighton Paisner (BCLP) strengthening its employment bench.

Akin Gump hired private equity partner Weyinmi Popo from Orrick, Herrington & Sutcliffe only a month after adding Shaun Lascelles and Simon Rootsey to the bench from Vinson & Elkins in late September.

Popo advises UK and international sponsor and investor clients as well as family offices on private equity, M&A, infrastructure and energy transactions, with an emphasis on Africa. He will start at his new firm later this month.

Akin Gump’s chairperson Kim Koopersmith (pictured) told Legal Business: ‘London is clearly a market we’re focused on for growth, and you’ve seen us welcome a lot of great talent there recently. Much of that growth has been around the private equity space, which complements our other strengths very well and where we’ve identified a number of opportunities. Weyinmi’s practice and skillset fits in perfectly with that strategy. That, coupled with his focus on Africa, where we are seeing tremendous client interest, will make him a great fit.’

Meanwhile, Kirkland has returned to Linklaters to hire tax partner Mavnick Nerwal. He follows in the footsteps of fellow tax partner Tim Lowe who made the move from the Magic Circle firm to the Chicago-bred powerhouse in 2016.

Nerwal has experience in advising financial sponsors, including private equity and investment funds, corporates and financial institutions.

Meanwhile, BCLP has hired Adam Lambert as partner in the employment and labor group. Lambert joined the London office from Kingsley Napley where he focused on employment disputes and global transactions, advising across sectors including asset management, professional services, publishing, manufacturing and hospitality.

Partner and co-leader of the employment and labor team Rebecca Harding-Hill, told Legal Business: ‘Adam particularly fits in with us because of his global reach. He’s got a broad client base which covers financial services, professional services, publishing and hospitality. We have a lot of clients in financial services, so it broadens that out.’

Elsewhere, Clyde & Co has appointed Stefanie Johnston as partner in its global marine and insurance team in Glasgow.

Johnston joins from Keoghs where she helped to establish the firm’s Scottish presence. She will establish and build the firm’s marine offering in Scotland and will work closely with marine colleagues in the UK and globally.

Managing partner at Clyde & Co in Scotland, David Tait told Legal Business: ‘Stephanie has been a marine practitioner for a number of years. She has had clients follow her from firm to firm and it is hoped that when she comes to work for us, that those clients will continue to follow her and that she will grow the practice and build on the many years of experience she has in marine law.

‘We’ve got a significant marine practice in London and if they have any clients that require assistance on Scottish matters, we’ve got Stephanie here who can help them with that,’ added Tait.

Finally, Cleary Gottlieb Steen & Hamilton London corporate finance partner Andrew Shutter has left the firm after 22 years. Shutter joined the firm in 1997 and advised on a range of debt matters, including being an adviser for Greece’s public debt management agency regarding Greece’s debt negotiations in 2015.

muna.abdi@legalease.co.uk

Legal Business

Dealwatch: Kirkland and Slaughters lead on £3.1bn Sophos take-private as Fried Frank advises on €11bn Permira final close

Dealwatch: Kirkland and Slaughters lead on £3.1bn Sophos take-private as Fried Frank advises on €11bn Permira final close

Continuing the recent trend for high-value take-private deals, the £3.1bn buyout of UK cybersecurity company Sophos Group Plc has prompted lead mandates for Slaughter and May and Kirkland & Ellis as a transatlantic team from Fried, Frank, Harris, Shriver & Jacobson advised Permira on the €11bn final close of its seventh buyout fund.

Oil & gas deals have also kept City teams busy with White & Case, Freshfields Bruckhaus Deringer and Mayer Brown all fielding teams on lead mandates.

European private equity giant Permira yesterday (16 October) announced it had reached its hard cap on the fund – Permira VII (P7) – with commitments from new and existing investors. Fundraising started in January for the fund, which will invest in the key sectors of technology, consumer, financial services, healthcare, industrial tech and services.

The Fried Frank team was led by corporate partners Richard Ansbacher (Washington, DC) and Kenneth Rosh (New York), and included London corporate partners Sam Wilson, Gregg Beechey and Mark Mifsud, as well as tax partner David Shapiro and executive compensation & ERISA partner Jeffrey Ross in New York.

Kirkland & Ellis advised Surf Buyer Limited, a newly-formed company owned by funds managed by US private equity player Thoma Bravo, on its buyout of the Oxfordshire-based Sophos Group.

The recommended cash acquisition means that Sophos shareholders will be entitled to receive $7.40 in cash per share.

Following the announcement of the buyout on Monday (14 October), Sophos share prices spiked 37% and shares were trading at 571.4 pence. The company listed on the London Stock Exchange in 2015.

The Kirkland team was led by London M&A partners David Holdsworth, David Higgins and David D’Souza and Chicago M&A partners Gerald Nowak, Corey Fox, Bradley Reed and Amelia Davis, as well as Chicago debt finance partners Francesco Penati and Maureen Dixon and London debt finance partners Kirsteen Nicol and Stephen Lucas.

Holdsworth told Legal Business: ‘We have been very active on UK P2Ps in 2019 having acted on Merlin, Inmarsat and EI Group. We expect this trend to continue into 2020.’

Slaughter and May is advising Sophos with a team led by London corporate partners Steve Cooke and Robert Innes and also including competition partner Will Turtle, employment and share schemes partner Phil Linnard and tax partner Gareth Miles.

Innes told Legal Business: ‘I think the share prices steadily going up since spring this year has recovered people’s confidence in the company. The premium they’ve offered is a de-risking of that recovery for shareholders.’

‘We’re seeing quite a lot of private equity money and a return to public-to-private in the last two years. Private equity companies are seeing value in UK stocks. I think there’s also consolidation within the tech sector as well,’ Innes added.

The deal is expected to close in the first quarter of 2020.

Meanwhile, White & Case advised West African oil operator Seplat Petroleum Development Company on its acquisition of Aberdeen-based and London-listed oil and gas company Eland Oil & Gas Plc for £382m. An agreement was reached with Seplat Petroleum on a recommended cash acquisition for its entire share capital.

The White & Case team was led by partners Allan Taylor, Mukund Dhar and Philip Broke.

Taylor told Legal Business: ‘The Eland assets are adjacent to Seplats’ assets in the Niger delta in Nigeria. Seplat is a company that has greater scale with a focus on being a leading independent Nigerian operator. For a number of businesses, the ability to produce assets that operate in a viable scale and picking up small individual assets in a non-strategic manner isn’t viewed as efficient by stakeholders.’

A Mayer Brown team led by corporate and securities partners Kate Ball-Dodd and Rob Hamill advised Eland.

Elsewhere, Freshfields advised Neptune Energy on its acquisition of Edison E&P’s UK and Norwegian producing, development and exploration assets from Energean Oil & Gas. The deal included a conditional agreement of $250m cash with additional cash contingent consideration of up to $30m.

The Freshfields team was led by partners Samuel Newhouse and Graham Watson. The team also advised Neptune Energy on its acquisition of ENGIE E&P in February 2018.

A White & Case team led by London partners Allan Taylor and Richard Jones along with support from partners Peita Menon (London) and Veronica Pinotti (Milan) advised Energean Oil & Gas.

Taylor told Legal Business: ‘The strategy is to focus on being the leading E&P business in the Mediterranean. They’ve identified what they consider as non-core assets and these included the Nordic assets. They are following up on their strategy for the disposal of their non-core assets.’

The firm also advised Energean earlier this year on its acquisition of Edison E&P for $750m. The acquisition is dependent on Energean completing its proposed acquisition of Edison E&P.

muna.abdi@legalease.co.uk

Legal Business

Kirkland smashes promotion round record for elite firm with 141 new partners and 16 in the City

Kirkland smashes promotion round record for elite firm with 141 new partners and 16 in the City

The world’s highest-grossing law firm Kirkland & Ellis has unveiled the largest partner promotion round ever seen by a top legal practice, making up 141 partners, including 16 in the City.

The move continues the Chicago-bred giant’s dramatic ascent, adding 19 to last year’s eye-catching 122-strong round and comes at a time when many peers are restricting partnership to push up partner profits.

The 2,500-lawyer firm has an unusual model in that it makes up large ranks of salaried partners before considering promotions to its tightly-held equity. Operating a fast track, associates can make salaried partner six years after qualification – bucking the wider trend of pushing back promotions.

The latest promotion round means that Kirkland has made up 531 partners in the last five years.

In London, three of the new partners are focused on M&A and private equity: Annette Baillie; Helena Drury and Sam Whittaker, while two are in restructuring – Thomas Jemmett and Karim Kassam. Ambarish Dash and Karen Ford have been promoted in the debt finance team and Morgan Hill and Antoine Lebienvenu in capital markets.

Continuing Kirkland’s recent foray into IP litigation in the City with the hire of Nicola Dagg from Allen & Overy in 2018, Steven Baldwin and Jin Ooi have been made up within that team, while the remaining new partners are Deirdre Haugh (financial services regulatory), Annie Herdman and Matthew Sinclair-Thomson (competition), Brad Hillson (tax) and Joanna Thomson (technology & IP transactions).

The firm’s 300-lawyer London arm now generates nearly $400m and its current level of promotions dwarf comparable rates at top London firms. The rest of Kirkland’s new partners have been made up in the firm’s global offices spanning Boston, Chicago, Dallas, Hong Kong, Houston, Los Angeles, Munich, New York, San Francisco and Washington DC.

In the last financial year, Kirkland hiked revenues by more than $500m to remain the world’s highest-earning law firm, as global turnover surged to $3.76bn. The firm saw a 19% hike in revenues against $3.165bn the previous year. Profit per equity partner (PEP) topped $5m for the first time, up 7% from the $4.7m for 2017. Revenue per lawyer was up nearly 3% to $1.63m.

Nathalie.tidman@legalease.co.uk

For more on Kirkland’s blistering rise, read ‘Wrecking ball – Inside Kirkland & Ellis’ creative destruction’ (£)

 

Full list of London partners:

Annette Baillie, M&A/private equity

Steven Baldwin, IP litigation

Ambarish Dash, debt finance

Helena Drury, M&A/private equity

Karen Ford, debt finance

Deirdre Haugh, financial services regulatory

Annie Herdman, competition

Morgan Hill, capital markets

Brad Hillson, tax

Thomas Jemmett, restructuring

Karim Kassam, restructuring

Antoine Lebienvenu, capital markets

Jin Ooi, IP litigation

Matthew Sinclair-Thomson, competition

Joanna Thomson, technology & IP transactions

Sam Whittaker, M&A/private equity

Legal Business

Dealwatch: US firms enjoy marquee run of deals with Kirkland and Goodwin leading the way

Dealwatch: US firms enjoy marquee run of deals with Kirkland and Goodwin leading the way
  • Kirkland & Ellis advised investment adviser and repeat customer GLP Investment Services on the $18.7bn sale of its US logistics business to The Blackstone Group. The Chicago-bred juggernaut fielded corporate partners Michael Steele in London and Michael Brueck in New York. Simpson Thacher & Bartlett advised longstanding client Blackstone out of New York with real estate partner Davis Coen leading the team.
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  • Eversheds Sutherland advised Legal & General (L&G) on its £4.6bn buy-in to buy-out with the Rolls-Royce UK Pension Fund, with corporate partner Hugo Laing and pensions specialist Mark Latimour leading the team. The deal is billed as the UK’s largest-ever annuity transfer and saw CMS advise L&G with partner Thomas Lockley at the helm, while Linklaters acted for the trustees with global head of pensions Claire Petheram and derivatives partner Mark Brown advising.
Legal Business

Deal View: Despite that late start, Willkie underlines surprisingly forceful City buyout push with hire of GavDav

Deal View: Despite that late start, Willkie underlines surprisingly forceful City buyout push with hire of GavDav

Affectionately known in buyout circles as ‘GavDav’, the long-time duo of private equity specialists Gavin Gordon and David Arnold has finally landed at Willkie Farr & Gallagher from Kirkland & Ellis after months of speculation.

While Kirkland may play down its significance, it is nevertheless a rare and high-profile exit for the Chicago-bred juggernaut and a chance for Willkie – a firm whose progress in the City has been muted compared with many US peers given the quality of its US private equity practice – to finally get its brand on the radar in London.

Legal Business

Global Elite line up on Nestlé’s $10bn skincare business sale to EQT

Global Elite line up on Nestlé’s $10bn skincare business sale to EQT

Latham & Watkins is acting alongside US counterpart Kirkland & Ellis in advising EQT as the private equity house looks to acquire Nestlé’s skincare business, in what could be one of the largest transactions in Europe this year.

Nestlé, which is being advised by Linklaters corporate partners David Martin and Michael Honan, confirmed talks with EQT in May following a competitive auction process with rival buyout funds and industry players all eager to make the acquisition. The group of investors includes Canada’s Public Sector Pension Investment Board and the Abu Dhabi Investment Authority.

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 watch: Kirkland and Linklaters take care of Nestlé business as UK advisers get busy in Europe

Deal watch: Kirkland and Linklaters take care of Nestlé business as UK advisers get busy in Europe

International investors have been keeping UK and US counsel busy this week, with Linklaters and Kirkland & Ellis winning roles on Nestlé’s proposed $10bn sale of its skincare business.

Eversheds Sutherland, Pinsent Masons and Ashurst, meanwhile, were all in action as Japan’s largest housebuilder, Sekisui House, entered the UK market, and Herbert Smith Freehills (HSF) advised Spanish company Cellnex in a multibillion-euro series of acquisitions on the continent.

Kirkland’s private equity partner Roger Johnson is advising longstanding client EQT as the private equity house confirmed it is partnering with Abu Dhabi Investment Authority and Canada’s Public Sector Pension Investment Board to acquire Nestlé Skin Health for $10.1bn.

Linklaters’ corporate partners David Martin and Michael Honan are acting for Nestlé as the Swiss group enters exclusive negotiations for what could be one of the largest transactions in Europe this year.

Latham & Watkins is advising EQT on the financing, led by London partners Dominic Newcomb and Jennifer Engelhardt.

Founded in 1981 as Galderma and operating as a subsidiary of Nestlé since 2014, the Lausanne-headquartered skincare company employs more than 5,000 people across 40 countries. According to EQT’s plans, the company will take back its original name and keep its headquarters in Switzerland while focusing on international expansion, particularly in the US.

Elsewhere, Eversheds corporate partner Alistair Cree led a team advising regeneration company Urban Splash as it signed a £90m joint venture with Homes England and Sekisui House. The deal marks the entrance of the Japanese housebuilding giant into the UK with a view to deliver thousands of homes across the country. Pinsents partner Scot Morrison led the team advising the government body, while Ashurst’s Hiroyuki Iwamura acted for Sekisui.

‘Sekisui is the world’s largest housebuilder, it has the balance sheet of all the UK housebuilders combined,’ Cree told Legal Business. ‘The plan of the joint venture is to invest and develop the modular housing model, where houses are built off-site, and roll it out across England – in this way houses can be built much more quickly.’

He added: ‘It’s a real vindication of the Urban Splash business, because you’ve got someone with a real reputation investing into a business that is based in the North West of England.’

Outside the UK there were rich pickings for HSF, as a team led by Paris corporate partner Edouard Thomas advised Spanish telecom infrastructure company Cellnex on its €2.7bn acquisitions in France, Italy and Switzerland.

Cellnex agreed to acquire a series of mobile towers in France and Italy from telecom company Iliad, for €1.4bn and €600m respectively, while in Switzerland it acquired communication sites from Salt.

Alongside HSF, the deals involved Paul Hastings, which advised Salt in Switzerland led by London corporate partner Garrett Hayes, and a number of independent firms across the continent.

French champion Bredin Prat advised Iliad in France and Italy, Italian firm BonelliErede acted for Cellnex on Italian law aspects, and Bär & Karrer advised Cellnex in Switzerland.

marco.cillario@legalease.co.uk

Legal Business

Kirkland private equity duo quit for Willkie Farr

Kirkland private equity duo quit for Willkie Farr

Long-rumoured to be on their way out of the US giant, Kirkland & Ellis private equity duo David Arnold and Gavin Gordon are set to join Willkie Farr & Gallagher.

The pair joined Kirkland from Ashurst in 2010 in one of the firm’s first major laterals in private equity in the City. Clients Gordon has worked with include Cinven, ABRY Partners, KKR and Vista, while Arnold’s list include CapVest Partners and Montagu Private Equity.

Gordon commented: ‘Willkie has one of the most attractive cross-border private equity platforms and a stellar reputation across both the European and US markets, making it an ideal fit for our practice and continued growth.’

Willkie chairman Steven Gartner added: ‘Gavin and David, two well-established leaders in the market, are a terrific addition to our premier private equity platform, and to our London office. They join Claire McDaid, widely regarded as being one of the top private equity practitioners in the market, and a team that has added tremendous value to our clients and to our success. This new complement of talent further deepens our bench and benefits our clients worldwide.’

Their departure follows a number of high value hires for Kirkland in recent months as part of its push upmarket in the private equity space. The world’s highest earning law firm tapped Freshfields Bruckhaus Deringer twice for two of the most touted private equity hands in the City, hiring Adrian Maguire in January 2019 and David Higgins in December 2017.

The hires from Freshfields also see the Chicago-based giant turn to more mainstream deal advisers, a move reflected in Jon Ballis becoming chair in 2020, in a move expected to usher in a more consensual style than current chair, Jeffrey Hammes.

Kirkland has also tapped Linklaters several times over the years, most successfully with the hire in 2015 of Matthew Elliott. The firm has, however, also seen numerous departures amid a clash between the London office old guard and new hires including finance partner Stephen Lucas from Weil Gotshal & Manges in 2014.

De facto office head Graham White, London funds practice founder Mark Mifsud and finance veteran Stephen Gillespie left between the second half of 2014 and the first half of 2015: the first two to Fried, Frank, Harris, Shriver & Jacobson; the other to Gibson, Dunn & Crutcher. High-yield guru Ward McKimm left for Freshfields in 2015, while Dechert recruited a private equity and finance team, including European debt finance team founder John Markland, between 2016 and 2017.

An even bigger hit came when Sidley Austin recruited six partners from the London office and seven from the Munich office between February 2016 and March 2017, including veteran private equity partners Erik Dahl and Christian Iwasko.

A Kirkland spokesperson said: ‘We appreciate Gavin and David’s contributions to the firm and wish them all success in the future.’

marco.cillario@legalease.co.uk

Legal Business

Global London: The Big Long – Inside Sidley’s daring attempt to relaunch as a private equity leader

Global London: The Big Long – Inside Sidley’s daring attempt to relaunch as a private equity leader

Summer 2015. Four US lawyers meet at Nobu restaurant in London. Sidley Austin management committee chair Larry Barden and Europe head George Petrow have invited two City-based lifers from long-time Chicago rival Kirkland & Ellis: private equity (PE) partners Erik Dahl and Christian Iwasko. On the table is a plan to shake up Sidley’s loss-making London operation by building a PE practice from scratch. Dahl and Iwasko are sceptical, but their patience with Kirkland has been worn thin by its latest round of top-dollar hires.

A few weeks later, Dahl and Iwasko sneak out of a Kirkland partner conference in Chicago to meet Barden and Petrow again. Doubt is giving way to enthusiasm: Sidley is prepared to invest an eye-catching sum and give the duo free reign. Six months later, the deal is signed. Dahl, Iwasko and four other London partners join Sidley in February 2016.