Legal Business

Kirkland picked to defend Baxalta as Slaughters and Ropes take the lead on Shire’s $34bn hostile takeover

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Corporate Kirkland & EllisRopes & GraySlaughter and May
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Shire has turned to longstanding adviser Slaughter and May in the UK while Ropes & Gray won the mandate in the US as it looks to takeover rival drug company and Kirkland & Ellis-client Baxalta in a hostile $33.9bn deal.

Slaughters‘ Martin Hattrell, who previously advised on the pharmaceutical giant’s $51bn bid for Abbvie, is working on the deal for Shire alongside a team including corporate partner Adam Eastell, tax specialist Tony Beare and competition partner Claire Jeffs.

Having turned to Davis Polk & Wardwell on the Abbvie deal, the Dublin-headquartered company opted for Ropes to work on US aspects of the deal this time around. The firm’s team was led M&A partner Christopher Comeau, whose previous work includes acting for Cubist Pharmaceuticals on several $500m+ acquisitions and its $9.5bn sale to Merck, and included securities & public companies partner Paul Kinsella and tax partners David Saltzman and Christopher Leich.

The deal is aimed at creating ‘the global leader in rare diseases’ and comes after Baxalta was spun-off from Baxter at the start of July 2015. Shire is proposing to combine the companies offering 0.1687 Shire ADRs per Baxalta share – giving the company an implied value of $33.9bn.

Meanwhile, Kirkland has been selected by the board of Baxalta, which rejected the deal earlier in July finding not in the best interests of the shareholders, to advise on the bid with a team led by corporate partners Scott Falk and Daniel Wolf, who previously acted for American General Corp on its $23bn hostile takeover by AIG in 2001. Kirkland previously advised Baxter on the spin-off of its Biosciences division which became Baxalta.

The combined firm would target having $20bn in sales by 2020 with 65% of that coming from products targeting rare diseases. The company would also look to the launch over 30 products designed to achieve over $5bn in sales.

michael.west@legalease.co.uk

Legal Business

Trading partners: Kirkland recruits Freshfields’ Blackstone and Goldman relationship partner Steele

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Strategic recruitment Freshfields Bruckhaus DeringerKirkland & Ellis
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Freshfields Bruckhaus Deringer and Kirkland & Ellis continue to swap talent in the City, this time with Kirkland hiring the Magic Circle’s finance partner Michael Steele.

The hire comes one month after high-yield heavyweight Ward McKimm quit the US firm to join Freshfields and become co-head of its European leveraged finance group.

Steele was Freshfields’ relationship partner for The Blackstone Group and Goldman Sachs, and spent 12 months in the leveraged finance team at Goldman Sachs in 2010. His client base covers financial sponsors, funds and financial institutions, advising them on complex and cross-border financing transactions, including leveraged finance, special situations investing, loan portfolio acquisitions and restructurings.

Deal highlights include advising Blackstone on its acquisition of the €1.8bn Project Tower loan portfolio from NAMA; representing Cinven on its acquisition of Heidelberger Leben; and acting for CVC and BC Partners on their bid for BSN Medical.

He joined the Magic Circle firm in February 2008 as a senior associate and was promoted to the partnership in April 2012.

Kirkland’s chairman Jeffrey Hammes said: ‘Michael is recognized as one of the top finance lawyers in the market and has developed a strong reputation for handling complex transactions, particularly on the sponsor side. His joining the firm reflects our continued commitment to building our leading European finance platform.’

In early June, Kirkland saw the exit of a trio of funds partners, led by Mark Mifsud, to Fried, Frank, Harris, Shriver & Jacobson.

jaishree.kalia@legalease.co.uk

Legal Business

City moves: Kirkland hires Weil’s London tax chief Kandel as Jones Day boosts its project finance team with a lateral from Latham

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Strategic recruitment Jones DayKirkland & Ellis
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It has been a busy couple of days for the City hire market, with leading London tax partner Jonathan Kandel departing Weil, Gotshal & Manges for Kirkland & Ellis while project finance partner Nick Collins is set to join Jones Day from Latham & Watkins.

Kandel, who headed up Weil’s London tax team after leaving Clifford Chance in 2011 as part of a four-partner move, was also a partner in the firm’s private funds group, advising clients on tax issues relating to their fund investments, M&A, restructuring and own-account tax matters.

Commenting on his appointment, Jeffrey Hammes, chairman of Kirkland’s global management executive committee said: ‘Jonathan has a wide range of experience across private equity, fund formation, special situations and real estate investments. His practice will significantly enhance our global tax offering to financial sponsors and credit funds.’

Meanwhile Collins, who joins Jones Day’s projects and infrastructure practice, will be based in the firm’s London office having previously spent over four years in Abu Dhabi. He leaves Latham after the firm announced it was to shut its offering in the Emirate in March this year and instead concentrate its Middle East operations in Dubai and Riyadh.

Collins joined Latham in part of a mass hire from White & Case’s Middle East practice including Villiers Terblanche who is now Latham’s Dubai managing partner in 2010.

‘Nick’s arrival at the firm, right on the heels of Myles Mantle joining in April 2015, strengthens our ability to execute complex, large-scale project development and finance mandates across a range of industries and infrastructure asset classes – whether in Asia, the Middle East, Africa, or the Russian Federation and ex-CIS states,’ said Arman Galledari, head of Jones Day’s projects & infrastructure practice.

kathryn.mccann@legalease.co.uk

Legal Business

Kirkland exits continue as high-yield heavyweight McKimm set to join Freshfields

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Strategic recruitment Freshfields Bruckhaus DeringerKirkland & Ellis
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Reversing the trend of partners departing Magic Circle firms for US rivals, Freshfields Bruckhaus Deringer, subject to a partnership vote, is set to hire high-yield heavyweight Ward McKimm from Kirkland & Ellis.

The move would be an unusual step for the acclaimed capital markets partner who has worked at Kirkland for the past four years. He joined the firm – which posted partner profits that surpassed the $3.5m mark in 2014 – in 2011 from Shearman & Sterling after 14 years, first as an associate in 1997 after which he became partner in 2005 and co-head of its corporate group in 2010.

McKimm represents both underwriters and issuers on international securities offerings with a particular focus on high-yield transactions. At Kirkland, McKimm has advised banking and sponsor clients including BNP Paribas, UBS, and in particular, CVC Capital Partners – which is also a key client of Freshfields.

The hire constitutes arguably the most impressive name a leading City firm has yet secured in high-yield bonds, an increasingly important financing line in European deal work but one that has for years remained dominated by a small band of US law firms. McKimm is established alongside Latham & Watkins’ Richard Trobman and Simpson Thacher & Bartlett’s Nick Shaw as one of the leading specialists in the area currently working in the City. Freshfields had in 2010 recruited Simpson Thacher counsel Gil Strauss at partner level to drive its high yield practice but Strauss departed two years later for Weil, Gotshal & Manges.

The move comes as Freshfields last year pushed through provisions to allow it to pay a small band of recruits over the top of its lockstep, primarily to back strategic recruitment in US law. The lateral hire is yet to go through a partnership vote at Freshfields, but this will be regarded as a formality.

Freshfields is ranked third tier for its high-yield capability in The Legal 500, whereas Kirkland currently sits above in the second tier with McKimm listed as a leading individual.

Kirkland saw the exit of a trio of funds partners last week, led by Mark Mifsud, to Fried, Frank, Harris, Shriver & Jacobson while on Monday (1 June) Proskauer Rose hired M&A partner James Howe. At the end of April, disputes partner Ulrich Payne departed for Ogier’s Cayman Islands office.

jaishree.kalia@legalease.co.uk

Legal Business

Déjà vu: Fried Frank hires Kirkland’s Mifsud alongside partner duo to build funds practice

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Strategic recruitment Fried, Frank, Harris, Shriver & JacobsonKirkland & Ellis
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After having led a trio of partners to Kirkland & Ellis from SJ Berwin in 2007 and helping build its funds practice, Mark Mifsud is looking to repeat the trick leaving for Fried, Frank, Harris, Shriver & Jacobson with two fellow funds partners as the US firm builds its presence in the City.

Less than a year after the defection of Europe head Graham White, Mifsud, as well as partners Kate Downey and Alexandra Conroy resigned from Kirkland last week. An official start date for the lawyers has yet to be confirmed.

Mifsud, who advises fund managers on structuring and establishing private investment funds, was hired from SJ Berwin in 2007, alongside Downey and Conroy who served as an associate and trainee at the latter firm at the time.

It follows the news last week of Fried Frank’s hire of Hogan Lovells partner Stuart Brinkworth to head its London finance offering. Set to start on 1 September, Brinkworth will be tasked with building debt fund relationships with clients in London and supporting the firm’s private equity practice.

Other strategic hires for the firm’s London office this year included private equity partner Daniel Oates from O’Melveny & Myers in January.

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: US firms line up on the $55bn takeover of Time Warner Cable

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Corporate Kirkland & EllisLatham & WatkinsWachtell, Lipton, Rosen & Katz
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In one of the largest M&A deals so far this year, US law firms continued to show their dominance of their home market with six securing roles on the $55bn takeover of Time Warner Cable by Charter Communications.

Charter Communications confirmed yesterday it would acquire Time Warner Cable in a deal valuing the company, whose channel stable includes HBO, CNN, Cartoon Network and DC Comics, at $79bn.

New York-based Steven Cohen, a corporate partner at Wachtell, Lipton, Rosen & Katz since 2000, spearheaded the deal for Charter Communications, the fourth-largest cable operator in the US and which is paying $55bn in stock and cash for the company. Kirkland & Ellis is representing Charter as financing counsel.

Time Warner Cable enlisted Paul, Weiss, Rifkind, Wharton & Garrison, Latham & Watkins and Skadden, Arps, Slate, Meagher & Flom to handle its sale.

New York corporate partners Robert Schumer, Ariel Deckelbaum and Ross Fieldston led the legal team at Paul Weiss while Washington DC-based Latham partners Matthew Brill and James Barker advised Time Warner Cable on strategic and regulatory advice, with Michael Egge handling antitrust matters.

The acquisition was backed by cable mogul John Malone’s Liberty Broadband, Charter’s largest shareholder, which agreed to purchase $4.3bn of Charter shares. Liberty is expected to control 25% of the aggregate voting power of New Charter and is expected to be its largest stockholder. Liberty instructed New York-based Baker Botts corporate partner Buzz McGrath to lead the deal, with support from corporate partner Renee Wilm and tax partner Tamar Stanley.

As part of the new company, Charter also purchased video service provider Bright House Networks for $10.4bn. Sullivan & Cromwell represented Bright House Networks and its owner, Advance/Newhouse Partnership, in connection with the sale. The team at Sullivan was led by New York-based corporate partner Brian Hamilton, with support from tax partner Ronald Creamer and antitrust partner Yvonne Quinn.

tom.moore@legalease.co.uk

Legal Business

Getting on the board: Lucas takes role on Kirkland’s executive committee and top spot in its City office

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Leadership Kirkland & Ellis
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Following some speculation as to who would become Kirkland & Ellis‘ de facto head in London, finance partner Stephen Lucas has taken up the role and has been appointed to the firm’s executive committee, just one year after joining the firm.

He was voted onto Kirkland’s 15-member global management executive committee last week and will assume the City head role; although the firm does not maintain an official London managing partner title, winning the committee seat usually indicates who will assume the role in an unofficial capacity.

Lucas joined the global top-ten firm in its debt finance practice in May last year from Weil, Gotshal & Manges, after he was brought in on a three-year guarantee worth around $8m a year.

The position became vacant after former de facto London head Graham White left the firm in October last year, to join Fried, Frank, Harris, Shriver & Jacobson as its London managing partner and head of private equity in Europe.

Since then, both Lucas and Kirkland’s previous de facto head Jim Learner – who re-joined Kirkland in February 2015 following a two-year stint as managing partner of private equity firm HGGC in California – were understood to be in the running.

Learner’s re-hire followed the exit of Kirkland’s senior partner and European debt finance practice head Stephen Gillespie, who announced in December 2014 that he would leave the firm after nearly nine years to join Gibson, Dunn & Crutcher.

However, Kirkland made a significant coup this year recruiting two partners from Linklaters, with UK competition chief Paula Riedel joining just last week (1 May), after hiring head of real estate M&A Matthew Elliott, who quit the Magic Circle firm after 17 years in a bid to boost Kirkland’s private equity offering in the real estate sector.

While lateral movement at a firm like Kirkland is considered the norm, in terms of revenues, the firm has continued to perform solidly. Kirkland posted a 6.6% increase in global revenues to $2.15bn last year, an increase from the previous year when turnover rose 4% to $2.02bn, while partner profits were equally strong, surpassing the $3.5m mark, and rising 7% to $3.51m.

jaishree.kalia@legalease.co.uk

Legal Business

Kirkland returns to Linklaters to hire UK competition head Riedel

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Strategic recruitment Kirkland & EllisLinklaters
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Kirkland & Ellis has turned to Linklaters for the second time this year and taken another leading partner with the hire of UK competition chief Paula Riedel.

Quick on the heels of Linklaters’ real estate M&A head Matthew Elliott who joined Kirkland in February, Riedel becomes the third competition partner at the firm. There she will link up with Sarah Jordan and Shaun Goodman, who joined from now-defunct firm Howrey in early 2011.

Like Elliott, Riedel trained at Linklaters and her exit will be seen as a blow. She joined the Magic Circle firm as a trainee solicitor in 1994 and it didn’t take her long to become a partner, making the grade in 2003. She became London competition head in early 2014 and her exit will result in her predecessor, global competition head Michael Cutting, taking over her responsibilities until a replacement is found.

Riedel specialises in UK, European Commission and multi-national merger control and has built her practice around the mining, energy and financial services sectors. As well as Elliott, she will also link up with another Linklaters alumni, Stephen Lucas, who joined the firm in a big money move in May 2014.

Her departure follows a string of senior exits from Linklaters to US firms this year, with the firm’s global energy co-head Matthew Hagopian and partner Manzer Ijaz leaving for Milbank, Tweed, Hadley & McCloy also in February.

‘As one of the leading antitrust lawyers in Europe, we are delighted that Paula is joining our firm,’ said Jeffrey Hammes, chairman of Kirkland. ‘Her arrival will strengthen our successful global M&A antitrust practice.’

tom.moore@legalease.co.uk

Legal Business

Game Over – Global London firms make winning moves as US players secure their breakthrough

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US firms Kirkland & EllisSullivan & Cromwell
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2014 found US firms in London gaining even more ground. Legal Business’ 13th annual Global London survey charts the key players and winning moves as leading firms make their breakthrough.

A line of taxis wait patiently along Old Broad Street as White & Case’s partners exit the office one after the other apologising for the delay. In January 2015, the firm ran up a £12,000 waiting charge from Addison Lee because partners failed to come out on time as they were overrun with work, mainly M&A deals. There’s no doubt it has been a dynamic start to the year for many global firms in London. And following a strong 2014, many firms expect this level of activity to continue.

Legal Business

US revenues 2014: Kirkland’s partner profits top $3.5m as Squires reveals first post-merger results

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US firms Kirkland & EllisSquire Patton Boggs
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US firm revenues continue to come through with Kirkland & Ellis posting a 6.6% increase in global revenues to $2.15bn in 2014, an increase from the previous year when turnover rose 4% to $2.02bn. Meanwhile, Squire Patton Boggs posted its first post-merger global revenues, coming in at $870.5m with $163m of this generated in the UK.

Kirkland’s partner profits were equally strong, surpassing the $3.5m mark, and rising 7% to $3.51m – this comes after an only 1% increase in 2013 to $3.28m. Revenue per lawyer increased 5.4% to $1.37m from $1.3m, while net income rose 8% to $1.18bn.

These increases come as the firm’s lawyer headcount grew only slightly with total number of lawyers increasing by 22 to 1,576. Equity partner heads rose from 334 to 337 at the firm while non-equity partner numbers remained at 395 for the second year running.

The Chicago-based firm has shaken up the lateral hiring market with a series of big hires this last year, including recruiting Linklaters’ head of real estate M&A Matthew Elliott, who left Magic Circle firm in the City after 17 years; Stephen Lucas from Weil, Gotshal & Manges where he was the head of the London banking group; and Chicago litigator James Hurst who left Winston & Strawn for Kirkland in December 2014.

The firm did however, lose its de facto City head Graham White who quit to join Fried Frank Harris Shriver & Jacobson, and debt finance expert Stephen Gillespie who joined Gibson Dunn & Crutcher, both in London.

After its merger last year and off of $870.5m in revenues, Squire Patton Boggs posted net profits of $129.5m, with average profit per equity partner standing at $841,000 in 2014. Squire Sanders and Washington-headquartered firm Patton Boggs officially merged in June 2014, to create a firm with 1,600 lawyers  – of which 1,223 were legacy Squires Sanders and 334 came from Patton Boggs – based across 44 offices.

However, the legacy Squire Sanders practice in the Middle East which consisted of a team of 23 lawyers that included five partners, did exit Squire Patton Boggs following the firm’s merger, leaving it with Patton Boggs’ legacy affiliate The Khalid Al-Thebity Law Firm, in August.

jaishree.kalia@legalease.co.uk