Legal Business

Freshfields and Slaughters drafted as Government reveals details of Covid-19 business support package

Freshfields and Slaughters drafted as Government reveals details of Covid-19 business support package

The UK Treasury and Bank of England (BoE) have called in their go-to counsel Slaughter and May and Freshfields Bruckhaus Deringer as they iron out details of the multibillion-pound support scheme to underwrite British business through the coronavirus crisis.

The UK Government announced last week the Covid-19 Corporate Financing Facility to help companies with cash flow as the rapid spread of the virus has forced governments to put a third of the world’s population in shutdown.

Under the scheme, the BoE will buy short-term bonds to ensure businesses making a material contribution to the UK economy can continue to pay staff and suppliers, upon the condition that they demonstrate they were financially-healthy before the crisis. The facility will operate for an initial period of 12 months.

Slaughters’ finance partners Matthew Tobin, Oliver Storey and Guy O’Keefe are advising the Treasury alongside corporate partner Nilufer von Bismarck (pictured) and state aid partner Isabel Taylor. Slaughters’ core role to Whitehall echoes its high-profile mandate during the financial crisis when it advised the Treasury on a wide-ranging bank bailout.

A Freshfields team led by financial services chief Michael Raffan is acting for the BoE, the Magic Circle firm’s most celebrated client.

The scheme is one of several unprecedented economic measures disclosed by the Government in response to the unfolding crisis. UK Chancellor Rishi Sunak announced on Friday (20 March) a coronavirus job retention scheme to offer all employers access to a grant covering up to 80% of the average wage to prevent widespread layoffs.

Businesses will not be expected to pay VAT for a quarter until the end of June and will not be liable for VAT deferred during that period until the end of the 2020/21 financial year.

Speaking to Legal Business about the measures, Hogan Lovells head of public law and policy Charles Brasted said they were ‘directly feeding into what our clients are thinking about in terms of how they can maximise what they retain over the next few months’.

‘It’s almost inevitably not the end of it, it’s not a one-off package,’ he added, saying that new measures will be likely to address the self-employed: ‘A lot of the measures at the moment work easily if you are on pay as you earn but not so easily if you are self-employed, and the government is looking closely about what it can do [on that front].’

marco.cillario@legalease.co.uk

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Legal Business

Slaughters makes up seven in the City with bulked-up promotion round

Slaughters makes up seven in the City with bulked-up promotion round

City blueblood Slaughter and May has promoted seven partners in the City and one in Hong Kong following an increased promotion round, with corporate receiving the lion’s share.

The promotion round sees London land four additional corporate partners, with one apiece going to the firm’s infrastructure and natural resources, investigations and financing practices respectively. In Hong Kong the one promotion came in corporate.

The promotion round is a significant increase on last year when the firm only made up one associate, with finance lawyer Harry Bacon receiving the nod. However, his promotion was announced alongside a rare hire for the firm, with Jing Chen joining as a partner in Hong Kong from the listing division of Hong Kong Exchanges and Clearing.

Slaughters senior partner Steve Cooke commented: ‘Each of these talented individuals has already established a strong track record of providing excellent advice to our clients and will make an important contribution to the continuing growth of our business. The fact that we have promoted lawyers from a broad spread of practice areas in these uncertain times reflects the underlying strength of the firm.’

Meanwhile, all associates at Slaughters received a boost earlier this year, as the firm revealed a salary boost for associates with 2.5 years post-qualified experience or more, following a significant bump in newly-qualified pay last summer.

thomas.alan@legalbusiness.co.uk

Slaughter and May promotions in full

London

  • Tim Blanchard (investigations)
  • Oliver Moir (infrastructure, energy, natural resources)
  • Samay Shah (financing)
  • Alexander Dustan (corporate)
  • Natalie Cook (corporate)
  • Harry Hecht (corporate)
  • Claire Jackson (corporate)

Hong Kong

  • Ben Heron (corporate)
Legal Business

Magic Circle trio ask City staff to work from home as coronavirus crisis deepens

Magic Circle trio ask City staff to work from home as coronavirus crisis deepens

Allen & Overy (A&O), Slaughter and May and Clifford Chance have asked City staff to work from home in a bid to mitigate the spread of coronavirus.

The moves come as the UK’s infection rate today [16 March] rose to 1,395 cases, 35 of which have proved fatal.

An A&O spokesperson said in a statement: ‘Allen & Overy is strongly encouraging all partners and staff in its London office to take advantage of its existing flexible working arrangements to work from home for the next few weeks in response to the spread of Covid-19. We are keeping the situation under constant review and have introduced various different working arrangements in other offices across our global network.’

Other measures the City giant has taken include international travel restrictions, in place since 1 March, cancelling larger meetings and encouraging other meetings to be handled remotely.

Slaughters has followed similar steps, asking all staff to work from home ‘where feasible to reduce overall numbers of people in the office and traveling to work.’ The arrangements will initially be in place until Friday 3rd April, with the situation kept under review, and follow a successful trial of working from home measures conducted at short notice last week.

Meanwhile CC, whose APAC employees have been working remotely for some time, has rolled out working from home for its UK, US, European and Middle East offices, and has business continuity procedures in place across all its offices.

A CC spokesperson said in a statement: ‘The firm is taking precautions seriously and is closely following all relevant government and WHO advice to ensure that we are ready to adapt to the latest guidance. Our primary focus is on ensuring the health and wellbeing of all our staff and their families.’

The London office of Linklaters, meanwhile, remains open, although a spokesperson for the firm said people are not expected to come into the office if they feel uncomfortable doing so. The firm ran a mass test last week in order for people to experience remote working. The firm has shut its Milan and Madrid office, while its Paris staff started working from home from today and its German teams will follow suit from tomorrow.

Elsewhere, Baker McKenzie has moved its London and Belfast offices to full remote working from today. A spokesperson for the firm said the offices will be closed ‘for all but essential services such as IT, couriers, post and printing so as to support the delivery of all client services, including closings and court hearings’. The firm will continue to ‘keep the position under close review’ but expected measures to be in place at least until the end of the month.

Last week, as law firms around the world were forced to take ever more radical steps in an attempt to contain the spread of the virus, Reed Smith asked its staff to work from home as Taylor Wessing closed its London office altogether after a member of staff tested positive.

nathalie.tidman@legalease.co.uk

Legal Business

Slaughters ups the ante on associate pay with PQE salary boost

Slaughters ups the ante on associate pay with PQE salary boost

City blueblood Slaughter and May has increased its salary for associates with 2.5 years post-qualified experience (PQE) or more, after putting newly-qualified (NQ) solicitors in line for a £100,000 pay package last summer.

The move means associates in the 2.5 PQE salary scale and above will now receive an increase of between 2.2% and 8.2%, effective this month. Last year’s pay hike only applied to those with up to 2.5 years PQE.

Last year Slaughters followed its Magic Circle counterparts in boosting NQ pay to the new £100,000 standard, which was first set by Freshfields Bruckhaus Deringer. The pay package saw a base salary of £92,000 bolstered by a bonus of around 8.5%, with the eye-catching figure a considerable increase on the firm’s previous NQ salary of £83,000.

Associates at Slaughters most recently received a bonus in December 2019 with NQs receiving an extra 8.7% on their basic salary. Meanwhile, five PQEs got a hefty 14.6% of their salaries as a bonus. Bonuses at Slaughters do not see every fee-earner receive the same percentage bonus, but those within the same pay bracket do, irrespective of hours billed.

The bonus packages are in line with 2018, when bonuses ranging from 8.25% to 14.5% were paid out as the firm revealed another lift in associate salaries.

A statement from the firm read: ‘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

Dealwatch: Slaughters and Ashurst make headlines on i newspaper sale as DLA and A&O dine out on Bookatable acquisition

Dealwatch: Slaughters and Ashurst make headlines on i newspaper sale as DLA and A&O dine out on Bookatable acquisition

In a busy week for UK buyouts, Slaughter and May advised Daily Mail and General Trust on the £49.6m acquisition from JPIMedia of i newspaper and its website by its consumer media business, DMG Media.

The Slaughters team was led by corporate partner Rebecca Cousin while an Ashurst  team led by corporate partner Braeden Donnelly advised JPIMedia Group.

Donnelly told Legal Business: ‘The sale of the i newspaper to Daily Mail was a significant first step for JPIMedia in realising value for bondholders. It is also part of a wider trend we are seeing in the UK print media market where consolidation is picking up pace as media owners respond to slowing print sales and increased competition from online alternatives.’

The deal was completed on 29 November. Ashurst previously advised Johnston Press on its acquisition of the i newspaper business from Independent Print Limited in 2016.

Meanwhile, DLA Piper advised Michelin on the sale of London-headquartered restaurant reservation business Bookatable to TripAdvisor company TheFork.

The acquisition allows competitor TheFork to consolidate in the United Kingdom, Germany, Austria, Finland and Norway meaning that 14,000 restaurants on Bookatable will join the 67,000 restaurants available on TheFork.

The DLA team was led by London partner Tim Wright and Paris partner Simon Charbit while an Allen & Overy team led by Richard Browne advised TripAdvisor.

The acquisition follows Michelin’s content and licensing partnership with TripAdvisor and its subsidiary TheFork. The partnership means that Michelin guide inspectors will be grading restaurants according to the ‘stars, bib gourmand and Michelin plate’ on the TripAdvisor and TheFork websites. 4,000 restaurants in Europe will also be available on TheFork and the Michelin Guide’s digital platform.

French firm Gide advised Michelin on the partnership with a team led by partner Guillaume Rougier-Brierre.

Elsewhere, Travers Smith has advised New York Stock Exchange-listed company Noble Corporation on the acquisition of its 50%interest in the Bully I and Bully II drillship joint ventures by a subsidiary of Royal Dutch Shell for a value of $166m.

Shell will pay a final cash settlement of roughly $59m of to Noble for its two drillships. Nobel, which owns and operates fleets in the offshore drilling industry, issued a note payable to Shell which satisfied a portion of the buyout price.

The Travers team was led by corporate partner Richard Spedding and Shell was advised in-house.

Finally. Addleshaw Goddard advised the promotional products company Pebble Group on its flotation on the AIM market with a fundraising value of £135m. It is the eighth IPO on AIM this year and the largest in terms of funds raised. The firm also advised on the £28m essensys listing in May and the £57m Brickability Group IPO in September.

The Addleshaw team was led by corporate partner Richard Lee. Lee told Legal Business: ‘What it means for the group is that they are no longer a private equity owned business and they no longer have the debt structure that goes with the private equity ownership. It gives them an improved balance sheet because the funds they raised in the IPO have been used to pay off the debt which they were previously carrying.

‘There were preferred share structures in there, plus loan notes, plus bank debts and the purpose of the fundraising for the company was to clear out that debt,’ added Lee.

The equity fundraise was managed by Berenberg with Grant Thornton acting as adviser. A London Bird & Bird equity capital markets team led by Adam Carling advised Berenberg as broker and Grant Thornton as nominated adviser.

muna.abdi@legalease.co.uk

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.