Legal Business

‘A true asset’: Travers Smith private equity star Phil Sanderson set to join Ropes & Gray

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Finance Ropes & GrayTravers Smith
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City firm Travers Smith has lost heavyweight private equity partner Phil Sanderson who is set to join US firm Ropes & Gray. 

It is known that Sanderson, who trained at Travers Smith and became a partner in 2001, was also in talks with US firm Skadden, Arps, Slate, Meagher & Flom and a Magic Circle firm.

As a member of the firm’s private equity group since its inception, his move will be viewed as a substantial loss to the practice. High profile clients of Sanderson includes designer shoe label Jimmy Choo, and major investors Phoenix Equity Partners and Exponent Private Equity.

The longstanding partner had recently stepped down from his role as head of private equity after the top-45 firm carried out a management overhaul. Succeeded by fellow private equity partner Paul Dolman, other changes saw financial services head Margaret Chamberlain, real estate head Julian Bass and banking and corporate recovery head Jeremy Walsh also step down from their respective management roles.

The traditionally independent City firm also lost leverage finance partner Ben Davis in March, after he moved to US firm Reed Smith’s London office.

Alfred Rose, head of Ropes & Gray private equity transactions practice, said: ‘Phil Sanderson will be a true asset to the firm’s private equity practice, both in London and globally.  His broad skill set and market reputation enhance our service offering to our sophisticated corporate, hedge fund and private equity clients.’

Maurice Allen, London senior partner, added: ‘Our sophisticated clients’ business needs have rapidly evolved.  Phil’s arrival will give us more capacity to not only serve our client base but also build on existing opportunities presented to us.’

Sarah.downey@legalease.co.uk

Legal Business

Dealwatch: Travers Smith and Baker Botts lead on $1bn demerger; Mills & Reeve and Burges Salmon advise on Co-op farm sale

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Corporate Burges SalmonMills & ReeveTravers Smith
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A healthy uptick in transactional activity has brought a handful of players in line for a windfall, as City-firm Travers Smith and US-firm Baker Botts secured leading roles advising on the $1bn demerger of Paragon Offshore from drilling company Noble Corporation.Elsewhere, UK-firms Burges Salmon and Mills & Reeve landed heavyweight roles advising on the £249m sale of the troubled Co-operative Group’s farm business to charitable foundation Wellcome Trust.

The demerger of Houston-headquartered Paragon, a provider of standard specification offshore delivery units in the oil and gas industry, from international offshore drilling contractor Noble means the company will trade separately on the New York Stock Exchange.

Travers Smith corporate partner Richard Spedding led a cross-departmental team, including tax partner Simon Yates and employment and immigration partner Sian Keall, and employee incentives partner Mahesh Varia. The team provided English law advice on aspects of the deal. UK-based Noble is a longstanding client of Travers Smith, which in 2013 advised the drilling giant as English law counsel on its migration from Switzerland to the UK in 2013.

On US law aspects of the deal, Noble and Paragon were advised by Baker Botts partners David Emmons and Hillary Holmes, based in Dallas and Houston respectively.

Leading the Co-Operative Group deal was Burges Salmon corporate partner Nick Graves and real estate partner Alastair Morrison while Mills & Reeve’s head of agriculture Michael Aubrey led a 40-strong team advising Wellcome Trust.

Constituting the largest open market sale of agricultural land in the UK, the acquisition of the agricultural business arm included 39,533 acres of freehold and third party owned land, 15 farms, and more than 100 residential properties, 27 commercial properties and 255 employees.

Mills & Reeve’s Aubrey said: ‘This was a large and fast moving deal requiring both agricultural law expertise and experience of advising on high profile, complex corporate acquisitions – a combination which few law firms can boast.’

Sarah.downey@legalease.co.uk

Legal Business

Freshfields wins Deutsche Bank $243m pay out from Sebastian Holdings

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Litigation Deutsche BankFreshfields Bruckhaus DeringerTravers Smith
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The UK Court of Appeal has ruled that investment fund Sebastian Holdings must pay Germany’s Deutsche Bank $243m after losing a case at the High Court last year, or risk its appeal being struck out.

Norwegian businessman Alexander Vik’s Sebastian Holdings will have its appeal against the decision, which awarded the German bank damages for forcing Deutsche to make large margin calls to cover Lehman Brothers in 2008, stayed for the next 28 days and has been warned that case will be struck out if payment is not made in that time frame.

The decision is a further blow to Sebastian Holdings, which is being advised by Travers Smith partner Andrew King, after failing with an $8bn counter-claim against the German bank last year.

Freshfields Bruckhaus Deringer litigation duo Andrew Hart and Tom Snelling, who instructed David Foxton QC of Essex Court Chambers and Sonia Tolaney QC of 3VB as counsel, succeeded in enforcing payment of the $243m together with accrued interested, along with an order that Sebastian Holdings pay £34.5m in costs and £1.9m as security for DB’s costs of the investment bank’s proposed appeal. Travers Smith instructed David Railton QC of Fountain Court Chambers.

The decision was handed down by Lord Justice Longmore and Lord Justice Tomlinson, both of whom agreed with Deutsche’s concern over how Sebastian Holdings had sought to dissipate its assets in order to avoid paying a judgment it knew the German Bank would have to seek.

Lord Justice Tomlinson said in the judgment: ‘Standing back from the arguments, it is in my judgment difficult to think of a case which could present more compelling reason for making the order sought.’

‘Accordingly I would order SHI to pay into court the judgment sum, together with interest accrued to the date of this judgment, as a condition of further pursuit of the application for permission to appeal and, if permission is granted, the appeal.  I would further direct that SHI’s Appellant’s Notice and its application for permission to appeal be struck out if payment is not made within 28 days.’

Should it succeed in its appeal, SHI intends to pursue its counterclaim in an amount of up to about US$600m. It does not pursue the entirety of the counterclaim which was advanced, without success, at trial in the sum of about $8bn.

Snelling said: ‘By forcing SHI to pay over $250 million into court to continue its appeal, today’s judgment rightly reinforces to parties litigating in the UK that orders of its Courts are to be respected. The Court of Appeal has said that it is unacceptable for SHI to try and pursue an appeal whilst at the same time continuing to disobey the orders of the court to pay the judgment debt and costs. The Court of Appeal considered it difficult to think of a case which could present a more compelling reason for making today’s decision.’

Tom.moore@legalease.co.uk

For more on key banking litigation landscape, see Hunting titans – the disputes outlook as watchdogs and claimants target banking giants

Legal Business

Financial results 2013/14: Travers achieves record turnover up 13% to £97.2m with PEP up 12%

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Financial results 2013/14 Travers Smith
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Top 45 LB 100 firm Travers Smith today (17 July) announced its strongest financial results to date, with turnover for the 2013/14 year up 13% to £97.2m – breaking through the £90m mark – while profit per equity partner (PEP) saw an uptick of 12% to £882,000.

The results are a marked improvement on last year’s growth levels – although its 2012/13 revenue was also a record number – where the firm recorded a 3% increase to £86.2m against a decrease in profit per lawyer and PEP, down 6% and 1% respectively. Highlighted for their standout performances were the private equity and corporate practices, which benefited from an uptick in global M&A.

While the firm notably lost leverage finance partner Ben Davis to Reed Smith in March, major standout corporate mandates included leading on a $3.1bn acquisition of Nordic card-payment business Nets Holding alongside Kirkland & Ellis. It further secured a high profile role advising Cyprus-based online broker IronFX Global on its sponsorship agreement with FC Barcelona, an arrangement that will see IronFX become an ‘official partner’ of the renowned football club throughout the world.

The firm also recently carried out a management overhaul with the appointment of four new department heads within its private equity, financial services & markets, real estate, and banking and corporate recovery departments, as longstanding partners Phil Sanderson, Margaret Chamberlain, Julian Bass and Jeremy Walsh stepped down from their respective roles.

On the results, managing partner Andrew Lilley, who is also set to step down from his leadership role at the end of the year to be succeeded by senior corporate partner David Patience, said: ‘This is a very strong set of results marking the firm’s most successful year to date. More benevolent market conditions, including an increase in global M&A activity across a range of industry sectors, created renewed confidence amongst our clients. As a result, work levels remained consistently high across all areas of the firm throughout last year.

‘Highlights included an exceptional year for our private equity and corporate finance practices, and sustained activity levels in our financial services & markets and dispute resolution practices. Order books look promising for the year ahead.’

sarah.downey@legalease.co.uk

Legal Business

Management overhaul at Travers Smith with appointment of four new department heads

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Leadership Travers Smith
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Travers Smith has overhauled the management of its private equity, financial services & markets, real estate, and banking and corporate recovery departments as longstanding partners Phil Sanderson, Margaret Chamberlain, Julian Bass and Jeremy Walsh step down.

Announced yesterday (30 June) Paul Dolman will take over from Sanderson as head of private equity; Jane Tuckley will take over Chamberlain’s position leading the financial services and markets team, Anthony Judge has been appointed to succeed Bass as head of real estate and Matt Ayre will take the reins from longstanding banking and corporate recovery head Jeremy Walsh, who has held the role since 1997.

All four former heads are returning to fee earning roles.

The shake-up represents a further change of management at the top 45 firm, after mid-April saw it announce that current managing partner Andrew Lilley is to hand over the role to senior corporate partner David Patient next year. Patient previously ran for the managing partner role in 2009 but lost out to Lilley, who went on to serve a second term upon re-appointment in 2012.

Last year the firm also saw corporate head Chris Hale appointed as senior partner when high profile former head Chris Carroll stepped down after over a decade in the role.

On the latest management shuffle, Lilley, said: ‘We thank Phil, Margaret, Julian and Jeremy very much for the enormous contributions they have each made to their practices areas during their tenure. The firm owes much to them. It is reassuring to know that the departments will continue to grow and prosper in the talented hands of Paul, Jane, Anthony and Matt.’

sarah.downey@legalease.co.uk

As of 1 July the department heads will be:

Banking & corporate recovery – Matt Ayre

Commercial, IP & technology – Tom Purton

Competition – Nigel Seay

Corporate – Spencer Summerfield

Corporate finance – Neal Watson

Dispute resolution – Stephen Paget-Brown

Employee incentives – Mahesh Varia

Employment – Tim Gilbert

Environment & operational regulatory – Doug Bryden

Financial services & markets – Jane Tuckley

Investment funds – Sam Kay

Pensions – Paul Stannard

Private Equity – Paul Dolman

Real estate – Anthony Judge

Tax – Kathleen Russ

Sarah.downey@legalease.co.uk

Legal Business

Partner promotions: Travers makes up two in third consecutive fall

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The latest City firm to announce its 2014 partner promotion round, Travers Smith today (19 May) revealed that it has made up two associates to partner, the lowest number in three years.

Commercial, IP & technology lawyer Ben Chivers and banking, corporate & recovery lawyer Jonathan Gilmour have both been promoted to the 289-lawyer firm’s partnership with effect from 1 July 2014.

The figures are a marked drop from two years ago, when the firm promoted eight to partner across its banking, corporate, pensions, and disputes practices, after last year saw a drop to just three promotions in litigation, investment funds and banking & corporate recovery.

Travers promotions follow announcements from Stephenson Harwood, which in early May made up just two City associates to partner, and Osborne Clarke, which notably made up five new partners in its 2014 UK promotion round, constituting the firm’s highest-ever UK figures in three years.

Top 50 UK firms Watson, Farley & Williams (WFW) and RPC also unveiled their figures this month, making up 13 and three lawyers respectively. Both were significant increases on last year, when WFW made up just four, while RPC promoted one to partner.

On the latest promotions, Travers managing partner Andrew Lilley said: ‘I am delighted to welcome Ben and Jonathan to the partnership. These promotions are very well deserved and reflect our commitment to quality. Ben and Jonathan have the depth of knowledge and experience which will ensure our clients continue to receive the very best advice now and in years to come.’

Sarah.downey@legalease.co.uk

Legal Business

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

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

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

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

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

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

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

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

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

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

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

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

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

caroline.hill@legalease.co.uk

Legal Business

Travers corporate partner David Patient to succeed Andrew Lilley as managing partner

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Leadership Travers Smith
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Travers Smith today (17 April) announced that current managing partner Andrew Lilley will hand over to senior corporate partner David Patient next year.

Patient (pictured), who joined the top 50 firm in 1990, will replace Lilley on 1 January 2015. Specialising in corporate finance, private equity and international M&A, Patient was responsible for establishing the 289-lawyer firm’s Paris office in 1999, currently chairs its international committee and is a member of its management committee.

Patient previously ran for the managing partner role in 2009 but lost out to Lilley, who went on to serve a second term upon re-appointment in 2012.

Patient will work alongside senior partner Chris Hale, who was elected into his role in the summer of 2013 after serving as head of corporate since 2003.

Hale, said: ‘I am delighted that David will succeed Andrew. David possesses the energy, drive and commitment to take Travers Smith to the next stage of development. He has the support of all and we wish him well in the role. Andrew has been an exceptional managing partner and will continue in office until the end of the year, working with David to ensure an effective transition.’

Patient added: ‘It is a huge honour to be the firm’s next managing partner and I am very grateful for the support of all of my partners and excited by the opportunities ahead. I very much look forward to working with Andrew in the coming months whilst still continuing to serve my clients.’

For the 2012/13 year Travers posted total revenues of £86.2m, up 3% from £83.8m in 2012. However, PEP dropped by 1% to £793,000 from £804,000 in 2011/12.

sarah.downey@legalease.co.uk

Legal Business

Life during law: Phil Sanderson

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Life During Law Travers Smith
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I used to pretend I decided to be a lawyer at 16. My sister made a visit to me in London and one of our smarter associates asked: ‘So, tell us when Phil decided to be a lawyer?’ My sister said: ‘You were eight, weren’t you?’ She blew my cover. I’ve always been attracted to it.

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