Legal Business

Dealwatch: Rich pickings for A&O and Linklaters on €120bn tech listing as Addleshaws wins Battersea redevelopment

Dealwatch: Rich pickings for A&O and Linklaters on €120bn tech listing as Addleshaws wins Battersea redevelopment

The European teams of Allen & Overy (A&O) and Linklaters are set to bring in a total of more than €4m in legal fees after acting on the largest European listing of the year.

Meanwhile in London, Addleshaw Goddard and Norton Rose Fulbright acted on the £600m financing of the latest phase in the redevelopment of Battersea Power Station.

Last week (11 September) South African internet group Naspers floated its internet group and technology investment business Prosus on Euronext Amsterdam, with a secondary listing on the Johannesburg Stock Exchange, giving the company a market capitalisation of €120bn.

A&O’s Amsterdam partner Tim Stevens led the team advising Prosus and Naspers on Dutch and US law and the firm is expected to receive €3.8m in fees according to the listing prospectus.

Linklaters’ Amsterdam partner Alexander Harmse and London partner Mike Bienenfeld acted for the financial advisers, bringing an estimated €925,000 to their firm. Linklaters’ South African alliance firm Webber Wentzel advised on South African law and is expected to receive €3.3m.

The listing, that sees Naspers retain control of about 73% of Prosus, made the company the third largest listed group in Amsterdam behind British-Dutch giants Royal Dutch Shell and Unilever.

In the City, Addleshaw’s real estate partner Luke Harvey led the team advising Battersea Phase 3 Holding Company on the financing of the third phase of the 42-acre development. NRF worked alongside Addleshaw on the deal.

The financing will be used to help create a new pedestrian high street called Electric Boulevard, and a mixed-use development including shops and homes.

Addleshaw also advised on the previous phases of the £9bn development, which is set to be completed in 2021.

Last year the firm advised as Malaysia’s asset manager Permodalan Nasional Berhad and state pension fund The Employees Provident Fund took a £1.6bn stake in the project. Battersea Power Station Development sold the commercial assets of phase two of the project, including a six-acre site hosting the former coal power station on the south bank of the river.

marco.cillario@legalease.co.uk

Legal Business

Linklaters mourns death of high-profile M&A partner Iain Wagstaff after cycling accident

Linklaters mourns death of high-profile M&A partner Iain Wagstaff after cycling accident

Linklaters partner Iain Wagstaff, one of the firm’s most prominent deal lawyers, has died at the age of 44.

The City firm confirmed to Legal Business today (6 September) that Wagstaff passed away on the weekend of 31 August following a cycling accident. The corporate and private equity specialist, who was married with two children, was a well-known figure in Linklaters’ flagship corporate practice.

‘It is with enormous sadness that we can confirm the death of Iain Wagstaff, a partner, friend and admired colleague at the firm,’ commented senior partner Charlie Jacobs in a statement. ‘The firm’s thoughts are with Iain’s family as well as with his many friends at Linklaters and beyond the firm. Iain was an exceptional lawyer and a great friend to me and so many others. He will be very greatly missed.’

Wagstaff spent his career in private practice at Linklaters, joining the Magic Circle firm as a trainee in 1999 after graduating in law at Nottingham University and attending Nottingham Law School. He was later seconded to Goldman Sachs in 2001 and Citigroup in 2004-05. He made partner at the Magic Circle firm in 2010 and established himself as one of its most productive names after acting for a string of Linklaters’ marquee plc and sponsor clients.

He was often cited as one of the next generation of leading corporate partners at the firm by colleagues and peers.

The list of clients Wagstaff acted for include retail group intu Properties, which he advised on the proposed £3.4bn takeover by rival Hammerson in 2017 and the potential offer by Brookfield, Peel and Olayan last year. He also represented Siemens in the £950m acquisition of Rolls-Royce’s energy gas turbines business and the £1.7bn acquisition of Invensys’s rail automation business; as well as Arcus Infrastructure on the £1.1bn sale of a 65% stake in Forth Ports to PSP. Wagstaff also acted on a number of substantial initial public offerings, including Just Eat and Investec.

marco.cillario@legalease.co.uk

Legal Business

Wealth of experience: Fieldfisher hires private client duo from Linklaters

Wealth of experience: Fieldfisher hires private client duo from Linklaters

Fieldfisher has hired Linklaters’ head of trusts Peter Golden to lead up its private client team.

Golden will replace partner Penny Wotton, who will be remain in the team and focus on the firm’s charity client base and building out the private client practice. He will be joined by Alistair Robertson, who will be promoted from managing associate to partner in the move.

The firm declined to comment on whether any other lawyers would also be transferring.

Linklaters hired Golden from Forsters in 2016 to head up its trusts practice as part of a strategy to reposition the Magic Circle firm for private client work. He advises offshore ultra-high net worth and UK-based foreign nationals on trust, private client and charity matters.

Golden commented: ‘I am very excited to be joining Fieldfisher, which I believe will provide an ideal platform for me to develop the firm’s private client base and promote its reputation for providing specialist advice to ultra-high net worth clients.

‘I am looking forward to working with Penny and the existing team of private client experts in a new, ambitious environment with the tools and support necessary to grow the practice.’

Robertson advises international individuals, families, trustees, family offices and private banks on succession planning, personal taxation and trust law with a focus on ultra-high net worth individuals in the Far East.

Elsewhere in private client moves, Clyde & Co last week said it was transferring the team it acquired following its merger with Simpson & Marwick in 2015 to Scottish firm Gillespie Macandrew in Edinburgh. The move was part of Clydes’ strategy of focusing on its core sectors of insurance, energy, trade & commodities, transport and infrastructure.

muna.abdi@legalease.co.uk

Legal Business

Revolving doors: US moves for Baker McKenzie and Linklaters as Morgan Lewis makes City play

Revolving doors: US moves for Baker McKenzie and Linklaters as Morgan Lewis makes City play

US and City firms have extended their reach in key jurisdictions with Baker McKenzie making a move in Silicon Valley and Linklaters hiring in New York, while Morgan, Lewis & Bockius welcomes infrastructure partner from US rival Latham & Watkins in London.

In London, Morgan Lewis hired infrastructure partner Ayesha Waheed from Latham & Watkins. Waheed focuses on international energy and infrastructure transactions and has experience working through Europe as well as emerging markets in Africa and Asia. She has acted for developers and lenders in oil and gas, power generation, and infrastructure projects around the world and has advised on all aspects of international project financings and privatisations.

London managing partner Frances Murphy told Legal Business: ‘Our goal in the London office continues to be growth and concentrating on qualitative hires that move our existing practices on that base while also being very responsive to client demands, needs and expectations.’

‘As far as we’re seeing currently from client instructions and interests, there’s a deep appetite for strategic investments in strategic geographies. I can only anticipate from that, that we’re going to be seeing the corporate group move from strength to strength. We’ve already moved from seven to ten partners.’ Murphy added.

Baker McKenzie, meanwhile, bolstered its M&A capabilities in Silicon Valley following the hire of Leif King. He joined the firm from Skadden Arps, Slate, Meagher & Flom LLP where he was head of corporate and M&A.

Head of corporate & securities in North America Alan Zoccolillo told Legal Business: ‘As we continue to focus on building out core transactional practice, we saw a great need on the West Coast in the US to build out our tech practice. We hope [King’s] hire will be the first in building a more robust team on the West Coast to help augment our other M&A teams in New York, London and other key centres around the world.’

He added: ‘This is the busiest August I can ever remember. We’re seeing an uptick in work across all sectors, in both strategic M&A and private equity.’

The hire of King follows several recent hires, in line with firm’s strategy to grow its transactional practice in key business centers around the world. These include the hires of life sciences lawyers Randy Sunberg and Denis Segota and Wall Street M&A lawyer Mark Mandel in New York, as well as Peter Lu, Rob Mathews and David Becker in London.

In New York, Linklaters hired Jason Behrens and David Miller from Schulte Roth & Zabel. Behrens has experience in structuring, formation and negotiation of private closed ended funds and acts for sponsors raising funds in a variety of asset classes, including real estate and private equity.

Miller has experience in representing employee benefit plan trusts, funds of funds, foundations, endowments and family offices on their investment into funds and their secondary market transactions.

Linklaters global head of US practice Tom Shropshire told Legal Business: ‘One of the core tenets of the firm-wide strategy is to expand our funds capability and build out our relationships with key clients operating throughout the funds environment. The US market is a key market for both the upstream and downstream sides of funds activity. We want to expand the group to have a broader client base, doing a wider range of work than it had done historically.’

Global head of investment funds Matthew Keogh added: ‘Private equity, real estate, infrastructure and credit funds have raised a lot of money in last four to five years and there are a number of factors which drive that, some of those are macro. We’ve seen a trend for increasingly large funds for top sponsors and those funds to be raised in an environment of high demand.’

Scotland saw a busy week for lateral hires. Clyde & Co announced it was transferring its private client team, led by partner Nikki Dundas, to Scottish firm Gillespie Macandrew in Edinburgh.

The private client team of five, which will operate under Gillespie Macandrew from 2 September 2019, became part of Clyde following its merger with Simpson & Marwick in 2015. Clyde wants to focus on its core sectors of insurance, energy, trade & commodities, transport and infrastructure, while Gillespie Macandrew advises on all areas of land and rural business, private client, commercial real estate, tax and disputes.

Clyde & Co managing partner for Scotland David Tait commented: ‘Gillespie Macandrew is an excellent fit for Nikki and her team and allows them to carry on providing high quality private client work for their clients.

Leading Scottish independent Brodies, meanwhile, added to its employment and immigration practice with the hire of Elaine Mcllroy. Mcllroy has over 17 years of experience as an employment and immigration lawyer and previously led the UK immigration team and Scottish employment practice at Weightmans.

Head of employment Tony Hadden told Legal Business: ‘We wanted to service immigration law requirements from our clients as the seemingly never ending saga of Brexit continues. We’ve had huge number of queries from clients with EU nationals and as Brexit became less and less certain we realised we had to bring in a team to help with those queries.’

muna.abdi@legalease.co.uk

Legal Business

Linklaters leads Magic Circle pack amid solid 2018/19 trading but uncertainty looms over the City elite

Linklaters leads Magic Circle pack amid solid 2018/19 trading but uncertainty looms over the City elite

Lawyers are a pessimistic bunch by nature and, with the big four Magic Circle firms posting another year of solid but unspectacular revenue and profit per equity partner (PEP) growth, the consensus view is that 2018/19 could have been a lot worse.

Amid a wider slowing of the UK economy and Europe’s deal markets in the face of Brexit and a range of cross-border headwinds, the City’s big four international players posted another year of the moderate results that have defined their post-banking-crisis form.

Legal Business

Dealwatch: Kirkland and CMS drink in $3bn pub group takeover as Slaughters and Latham analyse Moody’s disposal

Dealwatch: Kirkland and CMS drink in $3bn pub group takeover as Slaughters and Latham analyse Moody’s disposal

In the customary rush to get deals over the line before the summer lull, the City and US elite have this week lined up on big-ticket transactions including the sale of Moody’s Analytics to Equistone and Slug & Lettuce owner Stonegate’s $3bn acquisition of pub company Ei Group (EIG).

Kirkland & Ellis fielded a team led by corporate partners David Holdsworth and Stuart Boyd to advise buyer Stonegate as it acquired EIG, the largest owner of pubs in the UK. Stonegate, which was formed when funds managed by private equity group TDR acquired 333 managed pubs from Mitchells & Butler, also owns high street brands including Walkabout and Yates.

CMS advised EIG with a team led by partners Gary Green and Gordon Anton. An Ashurst team led by M&A partner Tom Mercer advised Nomura International, Goldman Sachs International and Barclays, the buyer’s financial advisers, on the recommended cash offer.

Meanwhile, Slaughter and May advised longstanding client Moody’s on the sale of its Moody’s Analytics Knowledge Services (MAKS) business to Equistone Partners Europe Limited, a deal which is expected to close later this year.

Latham & Watkins acted for Equistone on the deal, with a team led by London corporate partner David Walker and including London finance partner Charles Armstrong.

Co-head of Slaughters’ infrastructure group, Michael Corbett, told Legal Business: ‘It’s a significant reflection of Moody’s evolving strategic priorities. They’re in the business of producing high value analytical services to their customers, and the so-called knowledge services that’s been disposed of was non-call for Moody’s activities. It was consistent with a strategic repositioning. It was significant because it’s a global business with a multitude of jurisdictions involved and that always creates some complexity in a context of a carve-out business disposal.’

He added that M&A has shown decent levels of activity in spite of the effect the current political uncertainty has had on sterling.

‘A lot of the work we do has a cross-border element and frankly a majority of the work we do is not necessarily domestic UK, but overseas assets and global businesses,’ said Corbett.

MAKS provides outsourced research and analytical support to banks, asset managers and consulting firms through delivery centres in India, Costa Rica, Sri Lanka and China. The sale proceeds and repatriated offshore cash will be used to repurchase around $300m of Moody’s outstanding stock.

Freshfields Bruckhaus Deringer and Addleshaw Goddard also this week landed lead mandates as the European arm of Australia’s Macquarie Group acquired British telecoms company KCOM in a £627 million cash-only deal.

Freshfields advised (MEIF) Macquarie European Infrastructure Fund 6 with a team led by corporate and M&A partners Stephen Hewes and Andrew Hutchings.

Addleshaw’s corporate partner Richard Lee and employment partner Jonathan Fletcher Rogers led the team advising KCOM group which operate in Hull, Yorkshire.

Finally, Linklaters’ partner Richard Coar led a team advising SSE Renewables, Copenhagen Infrastructure Partners and Red Rock Power on the refinancing of the 588MW Beatrice offshore wind farm off the coast of Scotland. The firm said the deal shows a strong need for offshore wind assets established by an experienced sponsor group. Norton Rose Fulbright advised a consortium of 29 commercial and institutional lenders and 24 hedging banks in the deal, led by the firm’s head of energy, infrastructure and natural resources in London, Rob Marsh.

muna.abdi@legalease.co.uk

Legal Business

Dice falls in Linklaters’ favour as partner profits shoot up 10% and £100m added to top line

Dice falls in Linklaters’ favour as partner profits shoot up 10% and £100m added to top line

Linklaters has posted the strongest financial performance of its peer group with a 7% revenue uptick to £1.63bn and double-digit profit growth.

The results today (11 July) show profit per equity partner (PEP) at the Magic Circle law firm rose 10% to £1.7m in 2018/19 after being flat in a mixed 2017/18.

Linklaters added £108m to its top line in the year to 30 April 2019, while pre-tax profits rose 11% to £751.6m, compared to slower 2% growth to £676.2m the previous year.

‘The reason we had such a good year is we had fairly consistent levels of activity throughout the 12 months and throughout our regions,’ Linklaters managing partner Gideon Moore (pictured) told Legal Business. ‘It goes back to our culture, teamwork and remuneration arrangements with the lockstep partnership: clients appreciate the fact that we are able to deliver the best team to the deal rather than doing a deal from one office because it helps its bottom line.’

The strong financial showing came amid a relatively moderate headcount increase over the financial year, with the firm adding 60 lawyers to take its ranks to 2,780, while the number of equity partners rose by three to 443. Total partner numbers were up by four to 464.

Asked how the firm managed to improve its performance, Moore said: ‘It’s a reflection of the market and the way in which sometimes the dices fall: you can lose a big deal and it makes a big difference one year; it can go the other way another year but it does not mean that as a firm you were better or worse. You have to look at law firms and how they are doing financially over a longer period than one year.’

Since Moore took over as managing partner three years ago, Linklaters has grown revenue 24% from £1.31bn and PEP 17% from £1.45m.

The firm had a solid list of mandates to point to. Moore singled out the work advising Japanese giant Takeda Pharmaceutical on the £46bn takeover of Irish drug-maker Shire, which saw lawyers from several Linklaters offices in Asia, Europe and the US involved, and the $90bn merger of industrial gas group Linde and Praxair.

Linklaters also advised The Carlyle Group on the multibillion pound acquisition of a minority stake in Spanish energy company CEPSA and HSBC on the disposal of its $5.2bn Brazil business to Banco Bradesco.

Other highlights over the year saw the firm launch a joint operation office with 25-lawyer Shanghai firm Zhao Sheng in May 2018, an arrangement that Moore said enabled Linklaters to ‘recruit and retain very good lawyers’ that would have previously been barred from practising PRC law.

He also pointed to contract lawyering platform Re:Link, established in April to employ legal staff on an interim basis on specific projects: ‘We interview and on-board lawyers on the platform in the same way that we on-board them at the firm: if we would not accept you as a lawyer at Linklaters we will not accept you on the platform,’ Moore said.

On the lowlights front, Linklaters suffered its fair share of knocks from US rivals over the year. Private equity (PE) star Vincent Ponsonnaille quit alongside fellow corporate partner Laurent Victor-Michel to spearhead the launch of Kirkland & Ellis’ new Paris base. London insurance partner Victoria Sander and financial regulation partner Carl Fernandes both moved to Latham & Watkins, while corporate partner Roger Barron left for Paul Hastings.

Moore was bullish about the firm’s global PE offering, saying it ‘is the strongest that it’s ever been in terms of collegiality, client base and deals we are doing’.

The newly re-appointed managing partner was also optimistic about the outlook: ‘The economic headwinds that people have been talking about for 12 months are now beginning to blow, but I don’t think they are blowing particularly hard. Activity levels are generally a bit lower than they were last year, but not down as much as people had suggested they would be. We have such a diverse practice range and such a wide geographic spread that unless the markets are really calm we will be doing something somewhere.’

Linklaters’ PEP now tops that of Clifford Chance (CC) after the Magic Circle rival last week revealed an increase of just 1% in partner profits to £1.62m.
Freshfields Bruckhaus Deringer, meanwhile, grew PEP by 6% to £1.84m and revenue 5% to £1.472bn.

marco.cillario@legalease.co.uk

Legal Business

Linklaters digs down back of sofa to match rivals’ £100k associate pay packages

Linklaters digs down back of sofa to match rivals’ £100k associate pay packages

Linklaters has finished off the Magic Circle’s robust response to associate pay increases from US firms in London, raising its pay package for newly-qualified solicitors (NQs) to match its rivals.

The pay boost will see the total cash payable to NQs reach £100,000, including a salary and a discretionary bonus, while top performers will be set to receive more. The firm did not disclose the new base salary – or how it would increase for more senior associates – however the figure is a considerable rise from the £83,000 in basic pay Linklaters announced last year.

The firm was the final holdout among the Magic Circle, after Allen & Overy announced last week a pay increase of 20%, from £83,000 to £100,000, including a bonus. Freshfields Bruckhaus Deringer was the first of the group to make a move in May, with the aim of keeping talent away from US rivals by boosting pay to £100,000 plus a discretionary bonus.

Despite the bellicose response from the Magic Circle, many US firms still comfortably exceed the pay figures. Kirkland & Ellis’ starting rate is £143,000 while Latham & Watkins offers City associates $190,000.

Outside of the Magic Circle, Macfarlanes announced today (1 July) a lucrative pay increase for its associate talent. NQs will see pay range from £98,000 to £110,250, comprising a basic salary of £85,000 and individual and firm wide bonuses, as the associate pay war ripples throughout the industry.

The pay rise also comes off the back of a 100% retention rate for trainees qualifying this September at Macfarlanes, with all 25 trainees opting to stay with the firm.

thomas.alan@legalbusiness.co.uk

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