Legal Business

Deal Watch: Slaughters advises on £3.6bn ICI pension annuity buy-in and £390m Ignis buyout; Travers leads on $3.1bn Nets sale

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Corporate Kirkland & EllisSlaughter and MayTravers Smith
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Standout corporate mandates over the past few days have included a high profile run by Slaughter and May on deals including a £3.6bn bulk annuity buy-in over the ICI Pension Fund and Standard Life’s £390m acquisition of Ignis Asset Management, as Travers Smith and Kirkland & Ellis led on the $3.1bn acquisition of Nordic card-payment business Nets Holding.

Slaughters pensions and employment partner Charles Cameron led a multi-disciplinary team for Imperial Chemical Industries and Akzo Nobel on the de-risking of the ICI Pension Fund, under which the trustees of the fund entered into bulk annuity buy-in policies with Legal & General Assurance Society and Prudential Retirement Income, representing the largest bulk annuity policy arranged by a pension scheme in the UK.

Also on the team were corporate and commercial partner Jonathan Marks, financing partner Philip Snell and associates Victoria MacDuff, Eleanor Hart and Victoria Judd.

Allen & Overy led by insurance partner Philip Jarvis and pensions partner Neil Bowden advised the trustee of the ICI Pension Fund.

The deal came as Marks led for Slaughters on investment group Standard Life’s acquisition of Ignis Asset Management for £390m in cash. Freshfields Bruckhaus Deringer led by Robert Stirling advised Ignis.

Last week the Magic Circle firm announced its role alongside Paul, Weiss, Rifkind, Wharton & Garrison advising RSA Insurance Group on a fully underwritten rights issue to raise approximately £773m, led by corporate partner Andy Ryde, and separately for Dong Energy on its disposal of a 50% interest in offshore windfarm Westermost Rough to Marubeni Corporation and UK Green Investment. Linklaters led by John Pickett advised the buyers.

Meanwhile, at Travers Smith a team led by senior partner Chris Hale, along with senior corporate associate Adam Orr, worked alongside Danish law firm Bruun & Hjejle, to advise management on the acquisition of Nets Holding by a group of private equity firms including Advent International, Bain Capital and Danish pension fund ATP for $3.1bn.

A Kirkland & Ellis team advised the buyers, with a team that included London-based corporate partners Sam Pakbaz and Justin Hutchinson along with debt finance partners Neel Sachdev and Christopher Shield, tax partner Ian Taplin and competition partner Sarah Jordan.

Announced on Monday, the deal requires that the buyers pay Nets shareholders roughly $17 in cash for each of the Copenhagen-based target’s shares. Nets shareholders will also receive a dividend worth about 50 cents per share. The deal is expected to close in the second quarter, pending regulatory approval.

Nets provides payment solutions, card and information services and digital security solutions in the Nordic region and has 2,600 employees. Last year the payment processor handled more than six billion card transactions supporting more than 33 million payment cards and over 500,000 merchants in the Nordics.

Travers Smith on the same day announced its role advising Cyprus-based online broker IronFX Global on its sponsorship agreement with FC Barcelona.

The arrangement will see IronFX, which has 15 platforms trading over 200 instruments in forex, spot metals and CFDs on US and UK stocks and commodities, become an ‘official partner’ of the renowned football club throughout the world, giving it extensive marketing and promotional rights over FC Barcelona’s brand and player images.

Francesca.fanshawe@legalease.co.uk

Legal Business

Diageo’s consolidated panel unveiled as Slaughters, Addleshaws and Pinsents win a place

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Global drinks brand Diageo has appointed Slaughter and May, Addleshaw Goddard and Pinsent Masons as its ‘general preferred suppliers’ for the UK following a four-month long review.

Confirmed today (31 March), Diageo has since December been reviewing its legal suppliers for the UK (excluding Northern Ireland), resulting in a ‘material consolidation’ of its legal services suppliers. Firms that have previously been reported to be on the FTSE 100 company’s main panel include CMS Cameron McKenna and legacy SJ Berwin.

The trio of LB100 firms will formally take up the role tomorrow (1 April) – tasked with a broad range of commercial services – with the role running to 30 June 2016.

In addition, a number of ‘specialist approved suppliers’ will be appointed to cover areas such as intellectual property, and specialist commercial and contentious work.

In a statement, Diageo said: ‘We do not intend to publicise a list of the “specialist approved suppliers” or comment further on the process or outcome of the review.’

Corporate lawyer Moriarty stepped into the role in mid-July last year, having taken over the 76-lawyer team from Tim Proctor who retired from the company after 13 years. Moriarty previously worked in private practice in London and Dublin before joining Diageo’s in-house team in 1997, where she also worked as corporate M&A counsel and regional counsel for Ireland.

Diageo last carried out a review of its external advisors in 2009.

Slaughters’ well-established relationship with the Diageo team includes corporate partner Simon Nicholls’ role in 2012 advising on the drinks company’s £2.4bn transaction to acquire up to 53.4% in United Spirits Limited, India’s leading spirits company.

Sarah.downey@legalease.co.uk

Legal Business

Partner promotions: Slaughters bucks trend to make up seven London partners

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While partnership promotions among the City elite have generally been on the wane in recent years, Slaughter and May has today (19 March) announced the promotion of seven lawyers to its partnership in London, a significant increase on the previous two years which saw only two partners made up. 

Jonathan Clark is now a dispute resolution partner for the firm, Jordan Ellison and Anna Lyle-Smythe have been made competition partners, Susannah Macknay has been promoted to corporate partner and Azadeh Nassiri is now a partner in the finance practice, while Dominic Robertson and Tom Vickers have been made up in the tax and restructuring practices respectively.

The firm now has 119 partners, the majority of which, 109, are based in London. This figure also includes the three partners made up in Hong Kong in January, which included the firm’s first-ever lateral hire, John Moore, who joined from Morrison & Foerster. The last time the firm promoted more than seven associates to partnership, was in 2006 when eight were made up.

‘We are delighted to welcome seven very talented new partners. They cover a range of practice areas and will, I know, make a tremendous contribution to the firm’s practice,’ said Chris Saul, senior partner at the firm.

Following the election of Macknay, Lyle-Smythe and Azadeh Nassiri, 20% of the firm’s partnership is now female.

david.stevenson@legalease.co.uk

Legal Business

Oil and gas: Slaughters, Linklaters and Hengeler act on €5.1bn sale of RWE Dea

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With large deals in the oil and gas sector still often struggling to get away, RWE’s €5.1bn sale of its upstream oil and gas business RWE Dea to Russian billionaires Mikhail Fridman and German Khan has gifted Slaughter and May, Hengeler Mueller and Linklaters with major corporate mandates, as the deal is already touted to be one of the most significant of the year.

The acquisition from RWE – one of Europe’s big five energy companies – was made by the LetterOne Group, an investment vehicle set up by Fridman and Khan in 2013.

Slaughters and Hengeler put a team together to advise RWE, led by Slaughters oil and gas partner Hywel Davies and corporate partners Matthias Hentzen and Thomas Meurer at Hengeler.

Linklaters advised LetterOne Group, with a team from Dusseldorf led by corporate partners Ralph Wollburg and Tim Johannsen-Roth.

Davies told Legal Business: ‘We’ve seen quite a lot of people looking at decent size deals, the problem is pulling them off. There’s an appetite for large deals, but in the oil and gas sector deal activity in 2013 was significantly down. On the commodities side it’s tended to be portfolio management and shuffling [of assets].’

According to EY, while the oil and gas sector remained one of the most active and resilient global sectors for M&A, the total value of reported oil and gas transactions in 2013 was $337bn, down by 21% on a record high of $423bn posted in 2012. The number of deals – both reported and unreported – was down from 1,800 in 2012 to just under 1,400.

However, there was an increase in ‘megadeals’ in 2013: four with a reported value of over $10bn, compared with three in 2012.

RWE is a longstanding client of both Slaughter and May and Linklaters. In 2006, Slaughters advised RWE on its sale of Thames Water Holdings to Kemble Water for £4.8bn, while Linklaters advised renewable division RWE Innogy on its £400m refinancing of its windfarm portfolio, Zephyr Investments in 2004. Hengeler Mueller also has a history with the energy giant, advising RWE Deutschland on the restructuring of its grid business last year.

david.stevenson@legalease.co.uk

Legal Business

Magic Circle leadership: Slaughters appoints Ryde and McClean as head of corporate and finance

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In a week that has seen Freshfields Bruckhaus Deringer appoint firm lifer Julian Long as London managing partner, Slaughter and May today announced that Andy Ryde has taken over as head of corporate and Andrew McClean as head of finance, both who trained with the Magic Circle firm.

Ryde takes over from Frances Murphy, who has been in the role since 2008, while McClean will replace Paul Stacey, who was appointed in 2011. The replacements were prompted by the decision of the outgoing partners to step down and Chris Saul, senior partner of the 692-lawyer firm, told Legal Business that their decision was based on a desire to return to the ‘coalface’ of legal work.

After training with the top 15 LB100 firm, rated M&A lawyer Ryde became a partner in 1996. His clients include Marks & Spencer, RSA, Ladbrokes, Bupa and Direct Line, for which he acted on its IPO in 2012, and GE where he acted on the IPO of GE Money Bank Switzerland.

McClean, who made partner in 1998, spent 11 years in Frankfurt and then Paris before returning to London in 2010. His standout work includes advising Technicolor on a major refinancing and the Central Bank of Cyprus in relation to the 2013 ‘bail-in’ refinancing of Laiki Bank and The bank of Cyprus.

The appointments are for a three-year term.

‘It is excellent that Andy Ryde and Andrew McClean are joining the roster of stream heads here at the firm. They are both extremely talented and energetic individuals and will make a great contribution in their new roles,’ said Saul, in a statement.

The election saw the remainder of practice heads reappointed.

david.stevenson@legalease.co.uk

The full list of heads of department are:

Competition: Philippe Chappatte

Corporate: Andy Ryde

Dispute Resolution: Deborah Finkler

Financial Regulation: Jan Putnis

Financing: Andrew McClean

IP/IT: Cathy Connolly

M&A: Steve Cooke

Pensions & Employment: Jonathan Fenn

Real Estate: David Waterfield

Tax: Sara Luder

Legal Business

RBS share sell-off in Direct Line gifts Allen & Overy with £1bn deal

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Just under a year earlier than expected by some in the City, Royal Bank of Scotland (RBS) this week (26 February) announced the sell-off of the majority of its remaining stake in Direct Line, gifting Allen & Overy (A&O) with a further bite of the cherry in a deal anticipated to be worth over £1bn.

A&O led by corporate partner David Broadley was first instructed on RBS’ float of 34.72% of Direct Line in the autumn of 2012, after the 80% nationalised bank was forced to offload the major insurer under EU regulations on state aid.

The beleaguered high street bank sold off a further tranche to investors last March for £507m, with this latest sale of the majority of its outstanding shares coming in the same week as RBS announced a loss in excess of £8bn, as chief executive Ross McEwan also announced plans to reduce the bank’s costs by £5bn by 2017.

On the IPO Broadley led a multi-disciplinary A&O team alongside senior RBS advisers, general counsel corporate/M&A Rushad Abadan and legal counsel Scott Gibson. The team worked opposite Slaughter and May for Direct Line, led by M&A partners Jeff Twentyman, Andy Ryde and Robert Chaplin. Direct Line was also advised by its in-house team led by general counsel and company secretary Humphrey Tomlinson.

However, Slaughter and May said it will have no role on the forthcoming £1bn straight forward sell-off of RBS shares, which are largely expected to go to institutional investors.

The role is a significant repeat instruction for A&O, which is on RBS’ 21-strong panel, unveiled in July 2013 and including Clifford Chance, Freshfields Bruckhaus Deringer and Linklaters as well as many of the larger City and transatlantic firms such as Eversheds, Hogan Lovells and Norton Rose Fulbright. RBS often turns to Linklaters for its major corporate mandates, including the sale of a 20% stake in WorldPay to private equity firms Advent International and Bain Capital late last year.

The sell-off of Direct Line comes as the insurance company reported a 70% increase in pre-tax profits on Wednesday.

Under European Union competition rules, imposed after the £45bn taxpayer bailout of RBS, it must sell its entire holding by the end of this year.

david.stevenson@legalease.co.uk

Legal Business

Slaughters adds US capability in Hong Kong as best friends become rivals

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Moore becomes first lateral hire in firm’s 125-year history

It had been well telegraphed but even so news that Slaughter and May was making the first lateral hire in its 125-year history to add US securities capability to its Hong Kong arm was enough to send a minor jolt through the global legal profession.

Slaughters unsurprisingly chose a top-notch CV to break with tradition, hiring Morrison & Foerster’s co-head of China capital markets John Moore. Moore, who joined the UK firm in February as its 12th Hong Kong partner, is the former head of the US capital markets team for Herbert Smith and has also previously held senior roles at Sullivan & Cromwell and Goldman Sachs.

Legal Business

DLA Piper, Slaughters and Vodafone shine in 2014 Legal Business Awards

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In what has proved the largest Legal Business Awards ever held, DLA Piper, Slaughter and May and Vodafone were last night (13 February) among the winners of major prizes in front of well over 1,000 guests.

DLA Piper was named Law Firm of the Year, ahead of a shortlist including RPC, Holman Fenwick Willan, Mishcon de Reya, Stewarts Law, PwC Legal and Axiom in the wake of two years of renewed global growth and ambition.

The night was also marked by the return of Legal Business’ GC Power List report in an expanded format, with a reception held alongside the main awards to mark the report’s 2014 launch, attended by 100 corporate counsel from bluechip companies.

The report highlighted 101 rising stars working in-house.

In the main awards, Vodafone was named In-House Team of the Year, edging out a shortlist including BT, ITV and Shell. A new category – Rising Star In-House Counsel of the Year – was won by ITV’s Barry Matthews.

The awards, now in their 17th year, were held at London’s Grosvenor House with the distinguished broadcaster Jeremy Vine hosting the evening. Other flagship awards saw disputes leader Quinn Emanuel Urquhart & Sullivan named US Law Firm of the Year, while Burness Paull won for best regional player. Leading German independent Noerr was named International Firm of the Year.

In the practice awards, Slaughters was named Corporate Team of the Year for its work on the most high-profile privatisation in a generation for Royal Mail. Disputes Team of the Year was handed to Jones Day and Memery Crystal, who stood out for their work successfully representing separate defendants in a high-profile $1.6bn claim brought by Excalibur.

RPC was named Competition Team of the Year, while Allen & Overy and Clifford Chance respectively secured awards for finance and private equity.

In the individual awards, 2 Bedford Row’s Maura McGowan QC won Lawyer of the Year for her work as Bar Council chair combatting cuts to legal aid, while DWF’s Andrew Leaitherland was named Management Partner of the Year for work in driving his firm’s dramatic growth in recent years.

Other winners included Freshfields Bruckhaus Deringer for CSR and Eversheds for Real Estate Team of the Year, while Simmons & Simmons, Mishcon de Reya and Weil, Gotshal & Manges also picked up practice awards.

The awards were held after 12 months of sustained expansion at Legal Business including a total overhaul of its website, sustained editorial investment and the launch of its acclaimed iPad edition, which now has more than 1,000 subscribers.

The Legal Business Awards and GC Power List will return in 2015 in expanded and updated format.

alex.novarese@legalease.co.uk

 

2014 winners

TMT Team of the Year – Wragge & Co

Finance Team of the Year – Allen & Overy

Restructuring Team of the Year – Weil, Gotshal & Manges

Employment, Pensions & Benefits Team of the Year – Hogan Lovells

Real Estate Team of the Year – Eversheds

Insurance Team of the Year – Simmons & Simmons

Energy & Natural Resources Team of the Year – Pinsent Masons

Competition Team of the Year – RPC

Lawyer of the Year – Maura McGowan QC, 2 Bedford Row

International Firm of the Year – Noerr

In-House Team of the Year – Vodafone

Rising Star In-House Counsel of the Year – Barry Matthews, ITV

Private Client Team of the Year – Mishcon de Reya

Dispute Resolution Team of the Year – Jones Day and Memery Crystal

CSR Programme of the Year – Freshfields Bruckhaus Deringer

Legal Technology Team of the Year – Taylor Wessing

Corporate Team of the Year – Slaughter and May

Private Equity Team of the Year – Clifford Chance

US Law Firm of the Year – Quinn Emanuel Urquhart & Sullivan

Management Partner of the Year – Andrew Leaitherland, DWF

National/Regional Firm of the Year – Burness Paull

Law Firm of the Year – DLA Piper

Legal Business

Asia Pacific: Slaughters makes first foray into lateral market to launch US securities practice in Hong Kong

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Magic Circle firm Slaughter and May has taken the unprecedented step of making a lateral hire, recruiting US securities partner John Moore from US firm Morrison & Foerster into its Hong Kong office.

Moore has been brought in to provide US securities law coverage to the Hong Kong practice and comes after much speculation that the firm was looking to add US capability to the region. Previously, the firm had partnered with a number of US outfits to provide US counsel and this move brings the firm into line with the rest of its Magic Circle rivals, who already have US-qualified lawyers in Hong Kong.

A highly experienced practitioner, Moore is the former head of the US capital markets team for Herbert Smith. He was also at Sullivan & Cromwell and was in-house at Goldman Sachs, where he was executive director and senior counsel. He commented: ‘My joining Slaughter and May in Hong Kong will enable the firm to provide integrated Hong Kong and US law capability for capital markets transactions in Hong Kong. I have known Slaughter and May for some 15 years, having first worked with them back in 1999 on the Tracker Fund IPO when I was at Goldman Sachs. Since then, we have worked together on several client matters, so I know the team well and have the highest regard for them’

The firm has also made up two associates to partner in the Hong Kong office, including corporate and securities specialist Clara Choi and its first competition partner in the region, Natalie Yeung. With the addition of these three partners, Slaughters now has 12 partners in Hong Kong.

Paul Olney, practice partner of the firm, told Legal Business: ‘Having launched there in 1974, we have a long-term commitment to Hong Kong. The market has changed a lot and we’ve been looking at this for a long time. With firms like Davis Polk and Sullivan & Cromwell moving into Hong Kong law and Paul Weiss already there, there haven’t really been any other obvious firms for us to team up with.’

Olney dismissed any suggestion that this lateral move would herald a material change to the firm’s traditional organic growth strategy but added: ‘You won’t see teams of hires but we do need to build [the firm’s Asia practice] out.’ He described Moore as ‘a fantastic operator’ who will ‘fit right in’.

As regards the possibility of adding US law capability to its London offering, Olney was clear: ‘We have absolutely no plans to build a US team in London,’ he said. ‘Hong Kong is a very particular market where you really do have to have the Hong Kong and US law element under one roof.’

David.stevenson@legalease.co.uk

Legal Business

Dealwatch: HSF, Clifford Chance and Slaughters take the spotlight in Cineworld expansion

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Herbert Smith Freehills (HSF) has landed a role advising Barclays, JP Morgan and Investec on Cineworld Group‘s £107m rights issue and £504m acquisition of Warsaw-listed Cinema City International, a deal announced yesterday (09 January) that would create a cinema chain with almost 2,000 screens across Europe and Israel. Corporate partners Mike Flockhart and Chris Haynes are leading the team, with US securities advice from Steve Thierbach.

Slaughter and May is advising Cineworld, with corporate partners Mark Zerdin and David Johnson taking the lead.The firm is part of a team of other international firms including Paul, Weiss, Rifkind, Wharton & Garrison (US law), Sołtysiński Kawecki & Szlęzak (Polish law), Djingov, Gouginski, Kyutchukov & Velichkov (Bulgarian law), Nagy és Trócsányi (Hungarian law), Havel, Holásek & Partners (Czech and Slovakian law), Nestor Nestor Diculescu Kingston Petersen (Romanian law) and Herzog Fox & Neeman (Israeli law).

Clifford Chance is acting for Cinema City, with a team led by corporate partners Jonny Myers and Spencer Baylin. Linklaters also has a role on the deal advising other financial advisers.

The deal, should it complete, would combine Cineworld’s 101 UK cinemas with Cinema City’s 99 cinemas that are spread over Israel, Poland and the Czech Republic. The move comes as Cineworld’s rivals have expanded overseas, with Odeon operating in seven countries while Vue Entertainment has a presence in five.

Cineworld’s market value was £590m yesterday while Cinema City was valued at 1.5bn Polish Zloty (£305m). The major attraction of Cinema City could well be the growth that it has enjoyed between 2009 and 2012. During that period, the company saw revenues increase by 14.2% and is reported to have a strong pipeline of screen openings in place to ensure further growth.

The cinema industry has been particularly active deal-wise over the past year: in June 2013 Allen & Overy, Ashurst, Debevoise & Plimpton and Skadden, Arps, Slate, Meagher & Flom all took roles on the £935m sale of Vue Entertainment by private equity firm Doughty Hanson to Canadian investors OMERS Private Equity and Alberta Investment Management Corporation.

david.stevenson@legalease.co.uk