Legal Business

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

muna.abdi@legalease.co.uk

Legal Business

Global firms lined up to advise as Thomas Cook rescue talks fail

Global firms lined up to advise as Thomas Cook rescue talks fail

With news this weekend that Thomas Cook is on the brink of collapse and has ceased trading with immediate effect, a number of global elite firms have been lined up to advise on the latest high-profile collapse of a household name.

Ashurst is advising  the Official Receiver as well as AlixPartners and KPMG, which were appointed as special managers in respect of certain Thomas Cook entities, while Slaughter and May and Latham & Watkins are advising Thomas Cook. Insolvency practitioners from AlixPartners have been appointed as special managers over the airline and tour operator companies, while practitioners from KPMG have been appointed as special managers to the group’s retail division and to its aircraft maintenance companies.

Giles Boothman, Olga Galazoula and Lynn Dunne are leading the Ashurst team, with Crowley Woodford and Ruth Buchanan advising on the employment law aspects and Derwin Jenkinson, Tom Mercer and James Fletcher focusing on the corporate side. Meanwhile, the Slaughters team is being led by Tom Vickers and the Latham team is headed by partners Nick Cline, John Houghton and James Inness.

A Reed Smith team from the UK, Germany and the US are advising the Civil Aviation Authority in relation to the insolvency. The Civil Aviation Authority and AlixPartners will work together to deal with the repatriation of all stranded customers. The team is led by partners Richard Spafford who is advising on licensing and regulatory issues, Charlotte Møller leads on the insolvency law and contingency planning for the repatriation, while Nick Williams is advising on the financial aspects.

Chief executive of Thomas Cook Peter Fankhauser commented: ‘We have worked exhaustively in the past few days to resolve the outstanding issues on an agreement to secure Thomas Cook’s future for its employees, customers and suppliers.  Although a deal had been largely agreed, an additional facility requested in the last few days of negotiations presented a challenge that ultimately proved insurmountable.’

In July, a team led by restructuring partner Ian Johnson, financing partner Ed Fife and corporate partner Richard Smith from Slaughters and a team from Latham & Watkins advised Thomas Cook Group in relation to the proposed recapitalisation plan.

Thomas Cook was looking for a £750m investment and was in talks with its largest shareholder, Fosun Tourism Group, as well as the company’s core lenders on a substantial new capital investment as part of a proposed recapitalisation and separation of the group.

Muna.abdi@legalbusiness.co.uk

Legal Business

Luminance creates new advisory board as senior lawyers line up to back legal tech start-ups

Luminance creates new advisory board as senior lawyers line up to back legal tech start-ups

UK legal tech company Luminance has established a new advisory board aimed at accelerating AI adoption by BigLaw, with Slaughter and May senior partner Steve Cooke and Vodafone GC Rosemary Martin part of the heavyweight line up.

Cooke and Martin will sit alongside Italian law firm Portolano Cavallo founding partner Manuela Cavallo and former chairman of the International Bar Association Technology Committee Vagn Thorup. The group will support the work of the Security Advisory Board led by former director general of MI5 Lord Evans of Weardale KCB.

‘In the spring we were having conversations with Vagn and he asked “how can I help? How can I get involved?” Luminance chief executive Emily Foges (pictured) told Legal Business. ‘It originally came from that and the idea of getting senior lawyers who understand what we do to help us navigate the challenges ahead seemed like a great idea.’

Commitments for the board members include meeting as a group twice a year, with each member providing two engagements per year. Potential engagements include speaking at conferences or providing written pieces promoting technology adoption throughout the profession.

Foges also revealed plans are in place to set up an equivalent board in the US, where Luminance has been ramping up its presence following a $10m investment round earlier this year. The company also aims to create a board in the APAC region.

‘The board members are extremely busy people,’ Foges continued. ‘To be workable it has to be a close-knit group, we want them to be within a two-hour flight of one another.’

Meanwhile, legal tech services automation platform Reynen Court also received senior backing, with former Morgan Stanley lawyer and current deputy general counsel at Bridgewater Associates, Sylvia Khatcherian, joining its board of directors.

The addition of Khatcherian will be a boost for Reynen Court as the company looks to make good on its ambitions to create a platform to increase the uptake of technology in law. Currently the start-up is backed by Clifford Chance; Linklaters; Freshfields Bruckhaus Deringer and Latham & Watkins among others.

thomas.alan@legalease.co.uk

Legal Business

Dealwatch: Slaughters leads on Hong Kong’s £32bn LSE bid as US firms tap into mid-market

Dealwatch: Slaughters leads on Hong Kong’s £32bn LSE bid as US firms tap into mid-market

Strategic deals have continued into September after a busy summer, with firms rallying to get deals over the line before a Brexit cliff-edge threatens to become a reality.

Slaughter and May has landed a mandate to advise Hong Kong Exchanges and Clearing (HKEX) on a bid which, if successful, would see it acquire the London Stock Exchange (LSE) for £32bn. Partner David Watkins is leading the Slaughters team.

The proposed transaction has already sparked controversy around competition concerns as well as HKEX’s condition that any takeover would be conditional on LSE scrapping its planned $27bn acquisition of financial data business Refinitiv, a deal that was abnnounced in July.

The board of LSE yesterday (11 September) issued a statement describing the proposed acquisition by HKEX as ‘unsolicited, preliminary and highly conditional,’ confirming it continued to make good progress on the Refinitiv deal. A Freshfields Bruckhaus Deringer team led by partners Andrew Hutchings and Stephen Hewes are advising LSE on the Refinitiv deal and is likely to be mandated on this latest transaction.

Meanwhile Weil, Gotshal & Manges is advising Campbell’s Soup Company on the sale of its European chips business which includes Kettle Chips and Metcalfe’s skinny popcorn to Dublin-based Valeo Foods for $80m.

The Weil team was led by corporate partners Michael Aiello, James Harvey and Mike Francies. Partners Joe Pari, Chayim Neubort and Oliver Walker are advising on the tax while partner Barry Fishley is advising on intellectual property and technology.

CapVest and its portfolio company Valeo Foods were advised by a Willkie Farr & Gallagher team led by David Arnold and included associates Andrew Gray, Amelia Doughty, Michael Grant and Gabriella Denlew. Partner Jane Scobie led on the tax aspects.

In 2017, Campbell’s bought Kettle Chips producer Snyder’s-Lane for $4.87bn. The transaction is part of the company’s strategy to focus on its core products of canned soup and snacks. This deal follows Campbell’s sale of Danish manufacturer of baked snacks Kelsen Group to Belgian holding company CTH Invest for $300m.

Campbell’s will retain the Kettle brand business in the US and other area, while Valeo takes control of its UK, Europe and Middle East operation.

Weil has advised Campbell’s on a number of transactions this year, namely the recent sale of KKR to Arnott’s. The deal is subject to customary closing conditions, regulatory approvals and consultations and is expected to close at the end of this year.

Elsewhere, Paul Hastings advised private equity firm Oakley Capital on its investment in the Italian high-end homeware business Alessi.

The Paul Hastings team was led by Anu Balasubramanian and included corporate associates David Prowse and Aimée Fabri from the London office and Juljan Puna and Giulia Fiorelli from the Milan office while Gatti Pavesi Bianchi advised on the financing aspects of the transaction.

Balasubramanian told Legal Business: ‘Given the macroeconomic climate in Europe and the political environment across the board with Brexit, I think there is concern that both the capital line as well as potential opportunities may not dry up necessarily but everything is going to potentially become a little more difficult. People are trying to get deals over the line which is probably why we had the busiest summer.’

Alessi was advised by a team from Italian firm Gattai, Minoli, Agostinelli Partners led by corporate partner Bruno Gattai and includes partners Federico BalRiccardo Agostinelli, Andrea Taurozzi and associates Jacopo Bennard and Jacopo Ceccherini.

Paul Hastings has advised Oakley Capital on its acquisition of EkonVideotel and Seagull as well as their joint venture with Admiral and Mapfre to acquire Rastreator and Acierto.

muna.abdi@legalease.co.uk

Legal Business

Life during law: Andy Ryde

Life during law: Andy Ryde

It never occurred to me to be a lawyer until sixth form. I went to a regular comprehensive school and there wasn’t much career advice. I was a teenager who just wanted to be a footballer or rockstar.

My parents hadn’t been to university. I’m from Nottinghamshire, born in Mansfield. My grandad was a miner and the one thing he wanted was for his son not to be a miner, so my dad imaginatively went to the coal board as an accounts clerk.

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

Pay for today: Slaughters boosts associate remuneration package to £100k as talent war intensifies

Pay for today: Slaughters boosts associate remuneration package to £100k as talent war intensifies

Slaughter and May is bolstering associate pay to a £100,000 including bonuses, becoming the latest of the City elite to play its hand on lawyer salaries.

The move comes after Freshfields Bruckhaus Deringer and Clifford Chance (CC) both hiked their newly-qualified (NQ) pay to £100,000 in a bid to head off the ever-increasing threat from US rivals.

In a statement Slaughters said: ‘In accordance with our policy of keeping our associate remuneration competitive in the market, we have decided to increase our newly qualified associates’ remuneration (salary and bonus) to a minimum of £100,000.’

Slaughters did not disclose how the salaries would rise for associates beyond NQ but the firm is expected to make ‘reasonable adjustments’ for more senior associates. The pay jump is considerably more drastic than the increases the firm announced in December of last year, when NQs saw their pay rise to £83,000 from £80,000, an increase of 4%.

Associates with six months of post-qualification experience (PQE) were handed a rise of £2,000 to earn £86,000 while one-year and 18 months PQE associates saw rises to £89,000 and £93,750 respectively.

Attention will now turn to Linklaters and Allen & Overy, who both set their NQ rates at £83,000 in their most-recent reviews last year. However, questions will be raised around how firms will manage the costs of the latest pay war, while many US firms still comfortably exceed the new standard set in the Magic Circle. Kirkland & Ellis’ starting rate is £143,000 while Latham & Watkins offers its City associates a lucrative $190,000.

Slaughters added: ‘We continue to value and recognise everyone’s contribution by rewarding our associates in a way that reflects the partnership’s flat lockstep structure and by not imposing billing or time recording targets.’

thomas.alan@legalease.co.uk

Legal Business

Ashurst, Slaughters and White & Case re-elect leaders as rivals ring in the change

Ashurst, Slaughters and White & Case re-elect leaders as rivals ring in the change

The recent spate of leadership elections has seen Ashurst, Slaughter and May and White & Case all sticking with tradition while Stephenson Harwood and Quinn Emanuel Urquhart & Sullivan bet on new leaders.

May saw Hugh Verrier’s term as White & Case chair extended to 16 years after he was re-elected for another four years at the helm of the New York-bred giant. First elected to the role in 2007, Verrier’s tenure has seen sustained growth for the firm, most strikingly in London, where the 2020 strategy led by partner Oliver Brettle, and its core ambition of taking on the Magic Circle in its own backyard, have paid dividends.

Legal Business

Cash in hand: Slaughter and May to pocket £6m in fees for advice on failed hostile bid

Cash in hand: Slaughter and May to pocket £6m in fees for advice on failed hostile bid

Slaughter and May is set to receive over £6m in fees after advising sub-prime lender Non-Standard Finance (NSF) on its failed £1.3bn takeover of doorstep lender Provident Financial, which collapsed on Tuesday night (4 June) due to insufficient regulatory capital and a lack of shareholder support.

The mandate for Slaughters was led by corporate head Andy Ryde alongside fellow partner Paul Mudie, with the hostile bid being launched in February of this year. However the Prudential Regulation Authority decided the combined entity would not carry sufficient capital at the point of completion, and therefore blocked the deal. Slaughters did not advise the client on capital or shareholder-related issues.

While Slaughters is receiving the lion’s share of the fees, NSF’s bankers are set for a smaller sum, with Deutsche Bank and Ondra set to be paid just over half a million pounds. KPMG advised on financial regulatory issues. The failed takeover aw NSF’s share price yesterday (5 June) drop to 42p.

Shareholders who collectively own more than 50% of Provident, including Woodford Investment Management, Invesco and Marathon Asset Management, were initially in favour of the February bid following a series of profit warnings from chief executive Malcolm Le May. However, this support seemingly waned after the bid became public.

The takeover breakdown adds to a complex history between Slaughters, Provident and NSF. Provident had historically been a client of the Magic Circle firm, with Slaughters having advised the company while it was chaired by current NSF chief executive John van Kuffeler. The relationship between Kuffeler and Slaughters continued after Kuffeler set up NSF in 2015.

thomas.alan@legalbusiness.co.uk

Legal Business

Prestige meets hustle – Slaughters sends jolt through start-up community with launch of tech incubator

Prestige meets hustle – Slaughters sends jolt through start-up community with launch of tech incubator

For years Slaughters epitomised City conservativism but, reports Thomas Alan, marquee clients and a clear structure mean its new law tech incubator is being closely watched

The value of legal tech incubators is much debated in the industry. The jaded in the tech community often decry such initiatives as marketing opportunities and even many start-ups themselves are sceptical, comparing some law firm incubators to ‘fish bowls’.