Legal Business

Europe’s re-emerging CLO market sees Sidley and Ropes turn to Weil Gotshal to boost structured finance teams

Europe’s re-emerging CLO market sees Sidley and Ropes turn to Weil Gotshal to boost structured finance teams

Weil, Gotshal & Manges‘ structured finance practice in the City has been hit by the departure of two lawyers with partner Rupert Wall heading to Sidley Austin and senior associate Chris McGarry making partner at Ropes & Gray.

The exits come as firms look to bulk up their presence in the securitisation markets after the fall off in work seen post-financial crisis ends and politicians start to see the markets as an alternative to bank lending and a prime way to get investment flowing back into the real economy.

Wall made partner at Weil in 2012 and is listed as a leading individual for securitisation in The Legal 500. He has experience in a range of asset classes including trade receivables, credit-card receivables, auto loans, vehicle rental fleets and mortgage loans, and in using a variety of structures, including collateralised loan obligations (CLO), asset-backed commercial paper conduits and whole business securitisations.

Sidley’s London managing partner and co-head of its global finance team, Matthew Dening, told Legal Business: ‘We have seen a recovery in the securitisation markets in the US and we are starting to see signs of one in Europe which we expect to gather pace. Rupert’s hire helps position us for this recovery.’

McGarry, who was a senior associate at Weil but makes partner in the move to Ropes, has focused on CLOs for arrangers, sponsors, originators and investors though also covers consumer asset-backed securitisation, trade receivables and restructurings. Before Weil, McGarry worked as an associate at Clifford Chance and as vice president in Royal Bank of Scotland’s structured finance team.

‘Chris will play a key role as we ramp-up our CLO and securitisations capabilities in London,’ said Jane Rogers, co-leader of Ropes’ London-based finance practice group which also hired structured finance partner Partha Pal in May 2015 from Chadbourne & Parke.

michael.west@legalease.co.uk

Legal Business

Ropes’ European push sees three practice heads named in the City while Goetz steps down from finance role

Ropes’ European push sees three practice heads named in the City while Goetz steps down from finance role

Having re-shuffled its City management almost a year ago, Ropes & Gray has added three more practice heads in London while Mike Goetz (pictured) steps down as co-finance chief.

The new leadership roles have been introduced to the City after the firm’s drive to develop its European offering focused on building new practice areas in London.

Partner Matthew Judd, who joined the firm in 2012 from White & Case where he served as head of its funds group, has become co-head of the firm’s private equity investment funds group, alongside Boston-based John Ayer.

The move also sees former Clifford Chance partner Iain Morpeth named as co-head of the firm’s real estate investments and transactions group, alongside Marc Lazar in Boston, and Will Rosen, who was DLA Piper’s private equity chief for EMEA before joining Ropes in 2011, appointed co-head of the international practice group, along with current leaders Harry Rubin and Rom Watson in Boston, and co-chair William Kim in Korea.

Replacing Goetz, who will continue in his role as London managing partner, will be finance partner Jane Rogers, alongside co-leaders Byung Choi in Boston and Jay Kim out of New York. Peter Baldwin will continue in his role as co-head of the firm’s special situations practice.

‘We have increased our management roles in the City from three to five. It used to be centralised for a long time but now the firm is managed more globally and less out of Boston,’ Goetz told Legal Business.

In July last year, the firm saw former co-managing partners Mike Goetz and Maurice Allen split from their dual role with Allen appointed to the newly created role of senior partner.

The firm recently launched its first London-based commercial litigation practice with the hire of K&L Gates disputes partner Thomas Ross in April, and posted a London office revenue increase of 30% in 2014 to around $64m.

jaishree.kalia@legalease.co.uk

Legal Business

Targeting London: Ropes launches City commercial litigation practice with K&L Gates hire

Targeting London: Ropes launches City commercial litigation practice with K&L Gates hire

Five years after setting up in London, Ropes & Gray has launched a City-based commercial litigation practice with the hire of K&L Gates disputes partner Thomas Ross.

The move is just the latest in a series of hires for Ropes which has been pushing to expand its City finance and private equity practice for the past year. But this move will see Ross join the firm’s business and securities litigation practice, as the firm looks to Ross to advise clients on dispute-related issues in its transactions, government enforcement and business restructuring practices.

Ross is an English-qualified lawyer with experience of multi-party and multi-jurisdictional disputes, particularly domestic and international banking litigation. He has advised financial institutions on defensive strategies in default scenarios; regulatory and compliance issues; internal investigations and white collar crime; fund, asset management and pensions litigation; and contractual and professional negligence disputes.

He joins from K&L Gates, where he was a partner in the disputes team since 2011, with a focus in banking and finance, asset management and pensions-related disputes. Before this, he was a partner at Lawrence Graham from 2008 to 2011, and special counsel at Dorsey & Whitney from 2005 to 2008. Prior to this, he spent almost ten years at Slaughter & May as a trainee/assistant solicitor.

Ropes London managing partner Mike Goetz said: ‘This is a significant appointment for the London office. As our practice has grown over the past five years, we have recognised a need to provide litigation support to the practice and clients. Tom will work closely with the government enforcement and business restructuring teams, and directly support our transactional practices as it is not uncommon for litigation related issues to arise from transactions.’

Other goals for the US firm include growing its real estate practice and expanding its securitisation offering in the City. At present, the firm’s City team has 14 partners in corporate/finance; three in restructuring; two each in real estate, investment management, private investment funds, and government enforcement; one in tax; and one now in business securities litigation – taking City-partner headcount to 27 including Ross’ arrival. Ross is the first to focus on commercial litigation and supporting transactions.

The firm hired 40 London lawyers in 2013, almost doubling the size of the office, and last year added another 15. Underlining the firm’s ambitions, Ropes last year signed a deal to move to larger offices in September 2015 at 60 Ludgate Hill, nearly doubling its current space. The 45,000 sq ft site can hold as many as 180 lawyers and is targeting between 120 and 150 lawyers in the UK by 2017.

jaishree.kalia@legalease.co.uk

Legal Business

Getting the High Court’s approval: Linklaters, Sullivan and Ropes advise on Towergate’s £1bn restructuring

Getting the High Court’s approval: Linklaters, Sullivan and Ropes advise on Towergate’s £1bn restructuring

Linklaters, Sullivan & Cromwell and Ropes & Gray have advised as Towergate secured approval from the High Court on its plan to restructure around £1bn worth of debt

The firms landed roles in advising the UK insurance broker Towergate on new terms for a debt restructuring which saw its unsecured creditors becoming majority shareholders with a debt-equity exchange plus an injection of new money.

Business restructuring partner James Douglas at Ropes & Gray advised the unsecured creditors which included Highbridge Principal Strategies, KKR Credit Advisors and Sankatay Advisors. The trio will become the new majority shareholders with 80.6% of the group after providing £300m in cash.

Meanwhile US firm Sullivan & Cromwell acted for the senior secured creditors which will take up the remaining stake of the company, as well as receive a £250m pay-out from the cash put in by the unsecured lenders. The US firm’s team was led by finance partner Chris Howard. Linklaters banking partner Bruce Bell advised Towergate

The court approval was won for its plan to restructure at a hearing on 27 March and comes after Towergate was warned in the last quarter of 2014 that it may face a liquidity shortfall in the first quarter of 2015.

jaishree.kalia@legalease.co.uk

Legal Business

Global London: Ropes & Gray City revenues jump 30%

Global London: Ropes & Gray City revenues jump 30%

In line with other US firms that have sustained robust City growth and after bolstering its headcount by 17%, Ropes & Gray has increased its London office revenues by 30% in 2014, bringing them to around $64m.

Much of the firm’s growth is down to the firm’s finance practice, which has seen a steady flow of work come in the areas of banking, high yield, mezzanine and direct lending as companies looked increasingly to the US for finance or demanded US-style terms in London.

In addition, its budding private equity practice started to break City ground this year, both with the hire of Phil Sanderson from Travers Smith who officially joined in January, as well as scoring its biggest mandate from widely desired private equity client Bain Capital.

The firm advised Bain Capital Europe on its acquisition of CRH’s clay and concrete businesses in the UK and United States in a transaction worth £414m in December last year; and represented Bain Capital in its planned acquisition of TI Automotive in January. Although no London partner directly manages the relationship with Bain, partners Will Rosen, Bill Mone, and John Newton all maintain professional contact with the client.

The firm’s drive to boost its offering is backed by the growth in headcount, which rose 17% from 83 fee-earners to 97 in 2014, of which 24 are partners. This is after total fee-earner headcount shot up 48% from 56 lawyers in London in 2013. In addition to hiring Sanderson, the firm also added Monica Gogna from Pinsent Masons in August 2014, and Carol Hopper from Allen & Overy in January 2015, and is set to move to larger offices at 1 Ludgate to accommodate its growing headcount.

Over 2015, the firm is looking to its government enforcement practice to be the biggest growth driver in the City over the next year. Co-head of the firm’s finance practice group Mike Goetz told Legal Business: ‘The US are at an advantage here, as so much of the enforcement activity has been in the US with the SEC, and the DoJ. Now, with the new regulatory regimes in the UK, and with the anti-bribery act, not only in Europe but in Asia and Africa also, this area has become a constant source of work for law firms, and US firms are very well placed for it.’

Other goals are to grow its real estate practice as well as expand its securitisation offering in the City. At present, the firm’s City team has 14 partners in corporate/finance, three in bankruptcy/insolvency, two each in disputes, real estate, investment management and private investment funds, and one tax partner.

Last week both Weil, Gotshal & Manges and Covington & Burling revealed solid growth rates in their London offices with Weil’s outpost seeing revenues rise 10% to $125m while Covington was up 7% to $64m in the City.

jaishree.kalia@legalease.co.uk

Legal Business

Cross-border ties: Ropes & Gray and Weil Gotshal act on Bain Capital’s $2.1bn TI Automotive deal

Cross-border ties: Ropes & Gray and Weil Gotshal act on Bain Capital’s $2.1bn TI Automotive deal

US firms Ropes & Gray and Weil Gotshal & Manges have won roles advising buyout group Bain Capital on its $2.1bn acquisition of leading fuel systems supplier TI Automotive.

Ropes & Gray advised Bain Capital in all aspects of the acquisition as the firm looks to deepen its relationship on this side of the Atlantic with the private equity company. Its team included London-based private equity partner Will Rosen alongside Boston-based private equity partners Alison Bomberg and Newcomb Stillwell, and finance partner Byung Choi. Goldman Sachs and UBS Securities served as financial advisors to Bain, while PwC is serving as accounting advisor to Bain.

Weil Gotshal represented TI Automotive, which was founded in Birmingham as Tube Investments, led by Michael Aiello out of New York alongside Peter King and Marco Compagnoni in London. Blackstone Advisory Partners served as financial advisor.

An ad hoc group of TI Automotive shareholders instructed Latham & Watkins as legal counsel, while Lazard is advising the non-executive directors of TI Automotive’s board of directors.

TI Automotive’s existing management team will continue to lead the company which produces components for the car manufacturing industry with a focus on vehicle fluid management. The signing of a definitive agreement was announced yesterday [27 January] although the financial terms were not disclosed.

The acquisition is expected to close by the middle of this year.

jaishree.kalia@legalease.co.uk

Legal Business

A €7.4bn enterprise value: Ropes & Gray and Lathams advise on Altice purchase

A €7.4bn enterprise value: Ropes & Gray and Lathams advise on Altice purchase

US firms Ropes & Gray and Latham & Watkins won roles advising on telecommunications group Altice’s purchase of Portuguese telecoms rival Oi’s assets worth €7.4bn on a cash and debt-free free basis.

Ropes & Gray are acting for Altice with a transatlantic team led by City finance partner Michael Kazakevich and New York-based partner Alex Zeltser advising on financial aspects including loan structures, revolving credit facilities and bonds.

Latham & Watkins’s team are representing the underwriters which comprise a group of 14 banks including JP Morgan Chase, Goldman Sachs, Deutsche Bank, Morgan Stanley, Credit Suisse, BNP Paribas, HSBC and Nomura. London based capital markets partner Scott Colwell advised on high yield bonds, finance partner Dan Maze advised on English law and New York finance partner Melissa Alwang on US term loans.

Altice has agreed to issue €4.6bn in high yield bonds and has arranged a €825m seven year term loan. The acquisition was approved last week by shareholders of Oi subsidiary Portugal Telecom and on Monday bondholders of the company agreed as long as the proceeds were used to help consolidate the Brazilian telecoms market or to pay down debt. The financing is expected to close early next week.

Altice announced in November last year that it entered into exclusive negotiations with Oi to agree the purchase of its Portuguese assets Portugal Telecom. A month later, it had signed a definitive agreement with Oi to purchase Portugal Telecom at an enterprise value of €7.4bn on a cash and debt-free free basis which included a €500m consideration related to the future revenue generation of Portugal Telecom.

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: Baker & McKenzie and Ropes & Gray lead on Merck’s $8.4bn superbug takeover

Dealwatch: Baker & McKenzie and Ropes & Gray lead on Merck’s $8.4bn superbug takeover

One of the world’s biggest pharma groups, New Jersey-based Merck, instructed an all-female partner team from Baker & McKenzie to help it execute its $8.4bn takeover of Cubist Pharmaceuticals.

Merck, which generated revenues of $44bn last year, around 30% of which came from the EMEA region, announced late last night (8 December) that it was set to take control of the superbugs specialist as it sought to bolster its antibiotics division. The deal will give Merck access to Cubist’s most valuable drug, Cubicin, which has been used on 2.2 million patients to date to counter the MRSA virus – though a decision today (9 December) by the US District Court, subject to appeal, will mean patent protection for the drug will expire in June 2016 rather than the previously expected 2018. The drug has helped to push Cubist’s sales in the third quarter up by 16% and the company is also one of the biggest investors in new antibiotics, with an annual research budget of $400m.

Baker & McKenzie corporate partner Olivia Tyrrell (pictured), based in Chicago, led on the advice, with support from employment partners Maura Ann McBreen and Carole Spink and the firm’s Brussels-based competition chief Fiona Carlin. Hughes Hubbard also advised Merck on the deal with a team led by James Modlin.

Cubist instructed Ropes & Gray’s Boston-based life sciences duo, Christopher Comeau and Paul Kinsella, on the deal, with the pair having advised on the company’s acquisitions of Trius, Optimer and Adolor after the company entered a period of rapid growth. Kinsella, Ropes & Gray’s co-head of securities and public companies, is well known for advising rare diseases group Genzyme on its $20.1bn sale to Sanofi-Aventis in 2011.

‘Cubist is a global leader in antibiotics and has built a strong portfolio of both marketed and late-stage pipeline medicines,’ Merck CEO Kenneth Frazier said in a statement. ‘Combining this expertise with Merck’s strong capabilities and global reach will enable us to create a stronger position in hospital acute care while addressing critical areas of unmet medical need, such as antibiotic resistance.’

tom.moore@legalease.co.uk

Legal Business

‘We have seen the potential pitfalls’: Ropes & Gray relocates to double office size due to City growth

‘We have seen the potential pitfalls’: Ropes & Gray relocates to double office size due to City growth

Ropes & Gray is set to relocate to 1 New Ludgate, almost double its current office space, on the back of a rising headcount and expanding practice areas.

The firm will move its City headquarters from 5 New Street Square, where the firm was a sub-tenant of Taylor Wessing, to the new pre-let 45,210 square foot space from Land Securities, on a twenty-year lease in September 2015. The new office can accommodate up to 180 lawyers and Ropes confirmed it plans to grow to between 120-150 lawyers by 2017.

The decision to upsize comes as the firm aims to balance the London office’s practice groups, become better aligned with its US practice offering.

‘We have seen the potential pitfalls of growing a US firm in London and learnt. The full service is a busted model – clients don’t want that. We outsource employment and pensions,’ said Maurice Allen, Ropes & Gray’s London senior partner.

The firm expects London revenues to be up 35% this year, an increase of five percentage points from last year. The firm now currently offers corporate and private equity; finance (including banking and high-yield); funds formation; tax and regulatory; asset management; and restructuring (including distressed assets).

‘When we first came into London, our aim was to establish three core business areas: private equity, finance, and funds and restructuring. We are now conscious to build a balanced practice that can serve a mix of clients including banking clients and private equity funds,’ added Allen.

The firm is also looking to boost its tax and real estate offering, as its funds and private equity groups continue to expand. Ropes made a significant hire in August this year when it hired heavyweight private equity partner Phil Sanderson from Travers Smith, and last year recruited former Allen & Overy finance partner Mark Wesseldine from Fried Frank in May. However, the firm lost high-yield expert Jonathan Bloom who quit to join rival US firm Jones Day’s London office in September 2014, although he was the only partner to leave the firm’s office this year.

Ropes’ London office is only four years old and ranks 16th in Legal Business’ Global London list. In that time the firm has grown from setting up with four lawyers to over 80 and around 40 other members of staff. In 2012, total London office headcount was 97, which has almost doubled to 145 in 2014. Partner headcount during the same period has grown 33% from 18 to 24, while associate total has risen 42% from 43 to 61.

Mike Goetz, London managing partner at Ropes & Gray, said: ‘The physical location of the new premises gives us a fantastic vantage point for our client base. It is perfectly located between both the financial centre of The City of London and the funds community predominately based in-and-around Mayfair.’

jaishree.kalia@legalease.co.uk

Legal Business

Partner promotions: 20% of Ropes & Gray new partners in London while McDermott adds three

Partner promotions: 20% of Ropes & Gray new partners in London while McDermott adds three

Ropes & Gray and McDermott Will & Emery are the most recent US firms to announce their partner promotions, with Ropes making up four in the City out of 20 worldwide, while McDermott is promoting three in London out of a total of 33.

At Ropes, the new City partners include Amanda Raad and Marcus Thompson in the government enforcement practice, John Newton in the private equity practice and Fergus Wheeler in finance.

The remainder of the promotions were across seven other offices, with 65% or 13 promotions in total occurring in the firm’s US offices. Outside of the US and UK, just three other promotions were made, with two in Shanghai and one in Hong Kong. The promotions took effect on 1 November.

Meanwhile, McDermott Will & Emery’s 33 partner promotions, which will go into effect on 1 January 2015. The promotions were made in 12 of the firm’s offices.

78% of the firm’s promotions were made in the US, with a total of 26. The three promotions in London include Matthew Herrington in US and international tax; Dhana Sabanathan in private client; and Eleanor West in corporate.

Separately, MWE China Law Offices announced the promotion of another new partner in Shanghai.

McDermott Will & Emery’s co-chair Jeffrey Stone said: ‘It’s not by accident that these 33 exemplary attorneys come from such a wide range of practices and jurisdictions. They are a genuine reflection of our business and the growth we are aiming to achieve as we navigate today’s evolving legal landscape.’

jaishree.kalia@legalease.co.uk