Legal Business

‘Sharpening its corporate offering’ – Middleditch is Linklaters new corporate chief as Wiggins takes on sector role

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Asia-based Matthew Middleditch has today (14 July) been named Linklaters‘ new head of corporate, replacing current incumbent Jeremy Parr, as Sarah Wiggins takes on the role of global head of client sectors.

Middleditch (pictured), who specialises in advising corporate clients and investment banks on mergers and acquisitions, is currently the firm’s Hong Kong-based head of corporate in Asia and has been a partner at the firm since 1990. His practice, which is largely built upon advising banks and insurance companies, also includes primary and secondary equity issues, including acting on IPOs, rights issues and placing.

He begins a four-year term in September, when London-based Parr, who is the senior relationship partner for BP, Lloyds Banking Group, United Technologies Corporation, Novartis, Unilever, RSA and Greene King, will return to full-time client work after four years at the helm of the group.

Middleditch will remain based in Hong Kong for the time being, although a spokesperson for the firm said that it was possible that he would relocate once his successor in Asia is found.

Wiggins, who was appointed as head of the London corporate practice in May, is promoted to the global role of head of client sectors. Wiggins is a senior corporate partner with a specific focus on the energy sector, having completed a secondment to BP’s head office last year. She succeeds Fiona Hobbs, who will also return to full time client work after completing her four year term. Wiggins is also on the steering committee of 30% Club, the influential body promoting greater gender diversity in senior management roles at UK companies.

Simon Davies, Linklaters managing partner, said: ‘The firm has made huge progress in recent years in sharpening its corporate offering and deepening its broader sector expertise and credentials. Matthew and Sarah bring tremendous experience to these roles with their extensive cross-border expertise, deep sector-based knowledge and commitment to supporting our clients with their most complex and critical matters.’

tom.moore@legalease.co.uk

Legal Business

Linklaters former DCM partner Nigel Pridmore joins Ashurst Hong Kong

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Strategic recruitment AshurstLinklaters
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Linklaters former finance partner Nigel Pridmore has joined Ashurst in Hong Kong, following in the footsteps of London debt capital markets (DCM) colleague Francis Kucera, who left the Magic Circle firm for Ashurst in December 2013.

Pridmore, who has been a partner at Linklaters since 1998 and was based in Hong Kong between 2006 and 2010 before relocating to London, specialises in advising investment banks, corporations and sovereigns on complex DCM transactions. He left the 2,536-lawyer firm in February.

Pridmore has over 25 years’ experience working in both developed and emerging markets across the Asia Pacific, Western Europe, the Americas, Russia, various CEE and CIS countries, and Africa. Paul Jenkins, co-head of Ashurst’s global finance division, said: ‘[Nigel’s] appointment, as well as the recent appointment of Jennifer Schlosser in Sydney, adds further depth to our DCM and structured DCM offering, not just in Hong Kong and the Asia Pacific but globally. In this we are responding to, and supporting, our clients’ increased focus on capital markets solutions.’

Anna Delgado, head of the global debt capital markets team at Ashurst, added: ‘As global banks shrink their balance sheets to meet new capital adequacy requirements, DCM plays a significantly greater role as a funding source. In the last few years, we have made considerable investment into strengthening our practice, having recently hired Francis Kucera from Linklaters and Derwin Jenkinson from Clifford Chance. Given Nigel’s expertise and reputation in the market, this appointment will greatly enhance our core capital markets practice in the Asia Pacific. We are confident that he will make a substantial contribution to the global team.’

Jaishree.kalia@legalease.co.uk

Legal Business

Linklaters corporate heavyweight Charlie Jacobs leads on Carlyle’s circa £2bn RAC exit talks

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Corporate Latham & WatkinsLinklatersRAC
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Linklaters senior corporate partner Charlie Jacobs is leading for Carlyle Group on the US buyout house’s early stage discussions to exit UK roadside recovery service RAC for a sum reported to be in the region of £2bn.

An IPO remains Carlyle Group’s preferred route for RAC, which the private equity house acquired from British insurer Aviva for £1bn in 2011, but it is understood that no decision has yet been taken and talks are reported to have taken place with potential buyers including Apax and BC Partners.

Carlyle Group is a longstanding Linklaters client, with relationship manager and private equity partner Alex Woodward having advised on its £600m acquisition of Integrated Dental Holdings and Associated Dental Practices in a move that created a combined entity with 450 dental practices. However, the group is also a major client for Los Angeles-founded US firm Latham & Watkins, which last year advised Carlyle on its acquisition of Chesapeake Packaging from private equity house Irving Place Capital and funds managed by Oaktree Capital Management, and later on Chesapeake’s merger with Multi Packaging Solutions, led by former Clifford Chance partner David Walker.

Latham earlier this year hired senior Carlyle counsel Tom Alabaster as a partner in London.

Jacobs, who is the relationship partner for many of Linklaters international clients including mining groups Gold Fields and Implats, last year advised Glencore on its $45bn merger with Xstrata, having advised the mining giant on its 2011 IPO, in a listing on the London and Hong Kong exchanges valued at £7.3bn.

Carlyle discussions to dispose of RAC follows the recent IPO of rival roadside recovery group the AA, which private equity owners CVC and Permira floated in June for £1.4bn.

Revenue at RAC, which has over seven million members and attends 2.5m breakdowns every year, increased by 6% to £486 million in 2013.

Tom.moore@legalease.co.uk

Legal Business

CC edges ahead in growth as Linklaters and Freshfields unveil financial results

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Financial results 2014 Clifford ChanceFreshfields Bruckhaus DeringerLinklaters
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Clifford Chance has emerged as the strongest-performing Magic Circle firm financially for 2013/14, as the UK elite all unveiled unaudited sterling figures to coincide with the launch of the Global 100 this month.

The 3,000-lawyer firm has revealed a 7% rise in revenues to £1.36bn, up from £1.27bn in 2013. Profit per equity partner (PEP) has increased significantly to push average partner drawings back to over £1m after a blip last year, up a trend-busting 16% to £1.14m from £983,000.

Senior partner Malcolm Sweeting told Legal Business that a revitalised domestic market was a key component of the firm’s success: ‘We had a very strong year in London, which is connected to the EMEA region. The idea that growth is dead in the original key territories is wrong. Performance this year for the firm would suggest that.’

This was a point echoed by Allen & Overy (A&O) global managing partner Wim Dejonghe, whose firm has performed the strongest of the Magic Circle firms over a five-year period. A&O has announced a 2% revenue increase for 2013/14 to £1.23bn, while PEP was up 7% to £1.12m. A factor in the increase in profitability has been the success of A&O’s Belfast office, opened in 2011, which Dejonghe said contributed seven-figure costs savings during the last financial year.

‘We expect further growth in London – there was a nice pick-up in revenues there over the last year,’ he added. ‘Banking and litigation are very strong; corporate is recovering. Capital markets was busy up until the end of 2013 and softer in the first quarter of 2014, but has now picked up again.’

Meanwhile, Linklaters turned in a much stronger performance in 2013/14, revealing solid 5% turnover growth to £1.26bn, while PEP increased by 6% to £1.39m. Managing partner Simon Davies also attributed the success to a revitalised European market, particularly in Germany and the UK.

Freshfields Bruckhaus Deringer, last year’s leading Magic Circle performer, experienced a slightly muted year in 2013/14. Its turnover increased by 1% to £1.23bn and PEP increased by 6% to £1.48m.

A renaissance in domestic markets, particularly for corporate work, is a prevailing theme of this year’s Global 100 report, published on pages 29-81. And while the UK Magic Circle performed impressively in their home currencies, in dollar terms – thanks to a weaker pound in 2013 and a dominant US market – these firms continue to be outpaced by US rivals. The Wall Street elite have seen an impressive return to form on the back of big-ticket M&A mandates, with Simpson Thacher & Bartlett the most impressive performer of all in 2013 with turnover increasing 15% to $1.13bn, alongside double-digit profit increases with profit per lawyer up 18% to $701,000 and PEP up 19% to $3.17m.

The Global 100 as a whole managed 4% growth in total revenues to $88.63bn, a figure somewhat flattered by a number of transformative mergers coming online, such as Norton Rose Fulbright, the tripartite combination that created Dentons a year ago and the full integration of Ashurst with its Australian business in 2013.

Total profit was $33.95bn, an increase of 5%.

mark.mcateer@legalease.co.uk

Legal Business

Freshfields and Linklaters lead on SSP Group’s float

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Corporate Freshfields Bruckhaus DeringerLinklaters
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Freshfields Bruckhaus Deringer and Linklaters are advising on the float of SSP Group, the owner of Millie’s Cookies and Uppercrust, on the London Stock Exchange.

Corporate partner Mark Austin, who earlier this year advised high street retailer Poundland on its £750m float, is representing SSP alongside the Magic Circle firm’s co-head of international capital markets Sarah Murphy.

Corporate partners at Linklaters, David Avery-Gee and Patrick Sheil, are advising the joint sponsors and bookrunners Goldman Sachs International and Morgan Stanley.

London-headquartered SSP, which operates almost 2,000 food outlets across 30 countries – largely at airports and railway stations, is looking to raise £500 million from the float. Despite volatility in the London IPO market, with low cost airline Wizz Air and clothes retailer Fat Face having both pulled out of listings in the last two months, SPP’s recently installed chief executive Kate Swann, who ran stationery chain WH Smith for 10 years until 2013, is looking to fund expansion at transport hub redevelopments across Europe.

Swann said in a statement: ‘SSP is a leader in the fast growing international travel food and beverage market and is focused on the more rapidly growing sectors of air and rail.

‘An IPO is the appropriate next step for a business of SSP’s calibre, size and international scale and we believe that we are well-placed for life as a listed company.’

SPP’s partner brands include Starbucks, Burger King and M&S Simply Food.

tom.moore@legalease.co.uk

Legal Business

Shearman London and Linklaters Paris lead on circa $2bn Euronext float

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Corporate LinklatersShearman & Sterling
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Shearman & Sterling’s London office has taken the lead advising New York-listed global exchange and clearing house operator IntercontinentalExchange (ICE) on its initial public offering (IPO) of pan-European exchange group Euronext on Euronext Paris, Brussels and Amsterdam, for what ICE says is likely to be valued at in excess of $2bn.

Led by London capital markets partner David Dixter, the Shearman team also includes capital markets associate Jonathan Handyside, with the heavily regulated deal also being advised on by head of the financial institutions and financial regulatory group Barney Reynolds, working with counsel Azad Ali.

Linklaters is advising underwriters JP Morgan, ABN Amro and Société Générale on both French and US law out of its Paris office, led by equity and debt capital markets partner Bertrand Senechal and US securities partner Luis Roth. The Magic Circle firm has also secured the role of Dutch counsel out of its Amsterdam office led by capital markets partner Alex Harmse and associate Menno Baks.

Stibbe’s Netherlands office is advising ICE on Dutch law.

Shearman & Sterling advised ICE in 2012 on the European aspects of its acquisition of NYSE Euronext in a transaction worth $11bn.

Other deals in recent years have included the formation of ICE Clear Europe and the acquisition of The Clearing Corporation.

The IPO is expected to see ICE offer just over 42m shares with an offer price range of €19 and €25 per share. The shares constitute up to 60.15% of the issued ordinary shares in the company and the offering includes a public offering to institutional and retail investors in the Netherlands, France and Belgium and a private placement to certain institutional investors in other jurisdictions.

The IPO price and exact number of shares offered are expected to be announced on 19 June 2014 after the offer period has ended.

Euronext is the holding company of a pan-European exchange group which operates equity, fixed income and derivatives markets in Paris, Amsterdam, Brussels and Lisbon.

The float will mean a return to Continental Europe of its own stock exchange, a rival to the London Stock Exchange, and chairman and CEO of ICE, Jeffrey Sprecher said: We believe that Euronext, as a leader in Europe, should operate independently and in the interests of its customers and local economies. Today marks an important step in that direction and is the result of significant work by our team. We will continue to work closely with our market regulators to ensure a smooth transition to independence for Euronext.’

caroline.hill@legalease.co.uk

Legal Business

‘Hundreds of thousands of pounds are earmarked’: Linklaters’ senior partner Robert Elliott talks new diversity targets

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As Linklaters yesterday (9 June) became the second Magic Circle firm after Allen & Overy to put in place gender diversity targets, senior partner Robert Elliott explained to Legal Business why partners have voted to set a target of 30% of all partner promotions to be made up of women and how they plan to double their female management figure to that ratio by 2018.

Elliott, who has been a member of the women into boardrooms initiative The 30% Club for two years ‘in a personal capacity’, is the highest ranking lawyer at Linklaters with a hands-on role in helping the firm meet its new diversity targets. He will be flanked by London-based projects partner Fiona Hobbs and Spanish litigation partner Francisco Malaga.

The firm, at its annual partner conference in Barcelona in April, adopted gender-related targets for 30% female membership of the executive committee and international board by 2018, up from the 15% of women that currently make up the 26 board members at the firm. That figure was lower before the board promotions of litigation partner Christa Band and corporate partner Aedamar Comiskey in February this year, appointments that increased the number of women across the firm’s two boards from two to four.

But while Linklaters has shied away from the hard total female partner constituency targets set by other firms such as Magic Circle rival Allen & Overy, which last month introduced a 20% female partnership target by 2020, what measures will it put in place to ensure the diversity objectives in place are achieved?

Elliott says the first step has been to find out why women aren’t making partnership. ‘It has been difficult, given how for a number of years the number of women we’ve been bringing into the firm and training as lawyers has been approximately 50-50 for some time but the actual number coming through to partnership has been a lot lower than that. You’ve had this attrition and understanding the reasons for that attrition has been part of the challenge. It’s not as simple as saying women are leaving for family reasons. Is it about the work allocation? Is it about the way women are assessed? Is it about the way they self-assess? Is it the way they look at their prospects? Understanding those reasons has been part of our objective and I think we do understand those reasons better.’

Improved gender diversity is one of Linklaters’ global priorities and Elliott says ‘it will be a serious investment with hundreds of thousands of pounds earmarked’. The firm has launched a tailored training programme for those in leadership roles to ensure progression is based on merit and is rolling out the Linklaters’ Women’s Leadership Programme, in association with Cranfield School of Management, to target the strongest potential as early as possible. Training has to be applied for and the courses will run twice a year with around 30 spaces on each run.

Elliott explains: ‘When you talk about aspirational targeting, it’s different from quotas, nobody is in favour of quotas, but we believe the talent is available and it’s about ensuring it comes through. We’re talking about experience and talent and this is not something that is tokenistic, this is substantive.’

The gender initiative, rolled out globally this year, consists of a series of events, structured learning on topics such as unconscious bias and coaching sessions. Nine of the firm’s 21 partner promotions were women this year, with three of those coming from Asia, where competition partner Fay Zhou and banking partner Xiaohui Ji were promoted in Beijing along with banking partner Pornpan Chayasuntorn in Bangkok.

The training is available on a global scale, and Elliott says the initiative will be pushed with more vigour in some regions due to cultural and educational differences that has led to lower number of female partners. ‘Our highest proportion of women partners is in our Asia region, which is somewhere around 28% and our lowest is in continental Europe, where some of the jurisdictions are quite tough as there is more conservatism around this than in the UK or the US. In those jurisdictions you have to be more active in your sponsorship and targeting. The scheme cannot be the firm’s headquarters issuing dictates about such matters, it’s about winning hearts and minds.’

tom.moore@legalease.co.uk

Legal Business

Slaughters, A&O and Linklaters announce associate pay increases

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Trainees, NQs and PQEs to receive salary boost.

Setting the bar for trainee, newly-qualified (NQ) and associate pay last month were early Magic Circle movers Slaughter and May, Allen & Overy (A&O) and Linklaters, as Ashurst, Hogan Lovells and Shearman & Sterling were among other firms to announce changes.

Linklaters’ decision to increase pay pushes it ahead of the Magic Circle pack, with first-year trainees’ pay up by £500 to £40,000, and NQ salaries by £1,000 to £65,000. One-year post-qualified experience (PQE) associates also took home an extra £1,000 to £70,500, while two and three-years PQE saw more substantial increases, up by £3,750 and £4,500 to £82,000 and £93,500 respectively. These increases are significantly higher than last year, when pay rose by £2,250 and £1,000 respectively for two and three-year PQE associates.

Legal Business

Updated: Linklaters and Freshfields lead on Lloyds’ 25% TSB float for £1.5bn

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Linklaters’ Matthew Bland is advising Lloyds Bank on its floatation of a 25% of its TSB business on the London Stock Exchange next month, on which Freshfields Bruckhaus Deringer’s Julian Makin will act for the underwriters.

Bland, a corporate partner in London, has represented Lloyds Bank for nearly a decade. His position as adviser on the £1.5bn initial public offering (IPO) follows lead roles on Lloyds TSB’s takeover of HBOS in 2008 and related £5.5bn recapitalisation, as well as a £22.6bn combined rights issue in 2009.

Freshfields’ Makin, a London-based corporate partner and co-head of the firm’s mining and metals group, is advising the underwriters: JP Morgan, Citigroup, UBS and Investec.

Herbert Smith Freehills’ corporate partners James Palmer and Nick Moore and outsourcing partner Nick Pantlin have been advising TSB, working closely with general counsel Susan Crichton, on the IPO and all aspects of its separation of Lloyds Bank, including on the material business and IT services arrangements required for TSB to operate as a standalone bank post-IPO.

Lloyds became one of the Big Four banks – alongside RBS, Barclays and HSBC – after consolidation of the banking sector in the 1990s but has been forced to sell off the 631 branches that now makes up TSB after receiving government aid during the financial crisis. Lloyds had been in advanced negotiations for the Co-operative Bank to acquire the branches but the talks collapsed when the Co-op discovered a £1.5bn funding gap.

TSB, which is already the UK’s seventh largest retail bank with 4.5 million customers, will be spun off through a series of floats by the end of 2015, appeasing the European Commission in its quest for greater competition in the sector.

tom.moore@legalease.co.uk

Legal Business

A good week for…Osborne Clarke, advising on the £3.6bn Carphone Warehouse/Dixons merger and IPO of Patisserie Valerie

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Corporate LinklatersOsborne ClarkeTravers Smith
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Ordinarily a week advising on the AIM flotation of luxury cake and cafe chain Patisserie Valerie, which formally starts trading on Monday (19 May), could be viewed as relatively successful. But Osborne Clarke’s corporate partner Jonathan King has trumped his own efforts by also leading the top 35 firm in acting for Carphone Warehouse on its £3.6bn all-share merger with Dixon Retail, announced today (15 May).

King, who last April advised Carphone Warehouse on its conditional £500m acquisition of the remaining 50% of its Best Buy joint venture, led a team including associate director Louise Grzasko and senior associate Jake Turcan, with antitrust partner Simon Neill advising on competition aspects.

The OC team is working alongside Carphone’s in-house legal team, led by general counsel Tim Morris.

Linklaters is advising Dixons, led by corporate partner Aedamar Comiskey, assisted by corporate managing associate Dominic Kendal-Ward.

The merged entity, which will be called Dixons Carphone plc, will create a leader in European consumer electricals, mobiles, connectivity and related services, with Carphone’s Sir Charles Dunstone and Roger Taylor remaining as chairman and deputy chairman respectively of the combined group.

The deal comes as King prepares Patisserie Holdings for its AIM listing on Monday, after a competitive pitch saw the 519-lawyer firm win the instruction for the corporate work. OC has previously done some banking work for Patisserie and has worked on previous deals with the financial adviser on this latest float, Canaccord Genuity.

Travers Smith is advising Canaccord, led by corporate partner Richard Spedding, who joined the firm in 1999 from Freshfields Bruckhaus Deringer and became a partner in 2003.

Spedding previously advised Canaccord on its 2011 acquisition of stockbrokers Collins Stewart Hawkpoint.

The Patisserie IPO was priced yesterday (14 May) at 170p, the bottom of its £170-200p range, raising proceeds of £33m and leading to commentary in the financial press that there has been a softening of the IPO market, with more difficult conditions and recent floats such as AO, Just Eat and Poundland all trading beneath their listing price.

However, King told Legal Business: ‘The range was at the top end anyway so this is still a good price.’

The view taken by Canaccord was that opting for a higher value would increase the risk of the price dropping when the float takes place when in fact shares in Patisserie Valerie have already gone up to 190p ahead of formal listing, giving the company a market capitalisation approaching £200m.

Patisserie Valerie has enjoyed growth from eight stores in 2006 to over 130 this year, including seven years of uninterrupted increases in revenue.

caroline.hill@legalease.co.uk