Legal Business

Dealwatch: Pinsents, Travers, CC join Debevoise on £500m Motor Fuel Group disposal

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A trio of LB100 firms –Travers Smith, Clifford Chance, Pinsent Masons – have lined up alongside Debevoise & Plimpton in landing key roles on Patron Capital’s recent £500m sale of one of the UK’s biggest independent petrol station operators, Motor Fuel Group, to US private equity firm Clayton, Dubilier & Rice (CD&R).

Travers advised the seller, pan-European institutional investor Patron Capital, with a team led by private equity partner Edmund Reed. Clifford Chance corporate partner Simon Tinkler advised CD&R on the purchase, while Debevoise & Plimpton advised the US company and its management with London-based partner Alan Davies leading a team including Richard Ward and Matthew Saronson. Pinsent Masons’ retail and consumer head Tom Leman advised Motor Fuel Group.

The deal will see CD&R own a stake of around 85%. Following the acquisition, MFG’s chair Alasdair Locke will remain in his position, and former Tesco CEO Sir Terry Leahy, a senior advisor to CD&R’s funds, will also join the board of MFG.

MFG is second-largest independent petrol and convenience retailer in the UK. Through a series of acquisitions Patron and MFG management have grown the company from 48 sites in 2011 to 373 sites.

Travers has previously advised longstanding client Patron Capital on the sale of Gracewell Health Care for £153m in 2014, while CC has received several high-profile mandates from CD&R, including advising on its sale of British Car Auctions for £1.2bn to Haversham Holdings in March, as well as its acquisition of Mauser Group for €1.2bn last year.

Debevoise has a longstanding relationship with the US private equity house, with recent deals includes advising on its agreement to acquire Ashland Water Technologies for €1.8bn last year.

The latest deal is expected to complete in July.

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: Freshfields and Mayer Brown win roles on Blackstone’s Centre Parcs sale

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Freshfields Bruckhaus Deringer and Mayer Brown have won key spots on Blackstone’s sale of a majority stake in Centre Parcs UK to Brookfield Property Partners after the holiday-village operator had looked at carrying out an initial public offering (IPO).

The deal, which is reportedly worth around £2.4bn, saw Freshfields act for the leisure company’s owners Blackstone with a team led by corporate partner David Higgins and including Alex Watt on real estate, tax specialist Jill Gatehouse, pensions and employment partner Nick Squire and competition partner Winfred Knibbeler.

The Magic Circle firm also advised on financing with US securities partner Simone Bono and structured finance specialist Marcus Mackenzie leading. The duo previously advised RBS on a whole business securitisation for Centre Parcs which refinanced the company’s existing debt and raised funding for its Woburn village. Centre Parcs currently operates five destinations around the UK and is separate from the European brand.

Mayer Brown took the role advising the buyers, Canadian funds manager Brookfield, with a team led by corporate and securities partner Jeremy Kenley and including corporate duo Tim Nosworthy and Kate Ball-Dodd, tax partner Sandy Bhogal, real estate partners Jeremy Clay and Andrew Hepner, and environment and planning partner Michael Hutchinson.

The sale saw management retain a stake in the business with Travers Smith advising led by senior partner Chris Hale with support from Travers’ head of tax Kathleen Russ while, on the company’s aborted IPO process, corporate finance partner Adrian West took the lead.

michael.west@legalease.co.uk

Legal Business

Partner promotions: Travers Smith adds seven new partners in bumper round

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Following two years of slim promotions, Travers Smith has promoted seven lawyers, over 10% of its existing partnership, to partner in a round that’s bigger than 2013 and 2014 combined.

The promotions, effective on 1 July 2015, make up lawyers specialising in private equity, corporate finance, pensions, investment funds and tax. The new promotions bring Travers’ partnership up to 74 and signal a serious investment after two promotions in 2014 and three in 2013.

With private equity duo William Yates and Adam Orr making partner, the firm has rebuilt its ranks after the exit of former private equity head Philip Sanderson to Ropes & Gray late last year. Yates has regularly advised key clients Lyceum Capital, Bridgepoint Development Capital, Silverfleet Capital and Intermediate Capital Group, on acquisitions and disposals while Orr recently teamed up with senior partner Chris Hale to advise the management of RAC in the £1bn sale of the roadside repair company by Aviva to a company backed by private equity house Carlyle.

Corporate finance lawyer Jon Reddington was also rewarded with partnership after a string of deals, including advising TV set-top box maker Pace on a £1.4bn takeover by US group Arris, as was investment funds lawyer William Normand after being instructed to handle Ranger Capital’s $200m IPO of an alternative lending trust.

Travers Smith’s senior partner, Chris Hale, said: ‘This year’s promotions demonstrate how we continue to invest across the firm, ensuring we have the right breadth and depth of capability to meet evolving client needs.’

The full list of Travers’ new partners comprises:

Jon Reddington, corporate finance

William Normand, investment funds

David James, pensions

Dan Naylor, pensions

William Yates, private equity

Adam Orr, private equity

Jessica Kemp, tax

tom.moore@legalease.co.uk

Legal Business

Travers Smith’s Dolman: The mother of invention – why necessity and high prices will push private equity to new heights

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2014 was a year that saw the number and value of private equity (PE)-backed exits reach unparalleled highs globally. More benevolent economic and market conditions, including an increase in global M&A activity, created renewed confidence in the industry.

With a mountain of dry powder to deploy – that’s unused equity in the industry slang – and more debt funding available than has been the case for years (and on more favourable terms), PE firms have been very busy looking for new investment opportunities. This has resulted in fierce competition for any high-quality assets that come to market. Coupled with the continued high valuations of comparable companies on the public markets and near-zero interest rates, this has inflated valuations and resulted in the purchase-price multiples for leveraged buyouts in Europe reaching an average of ten times EBITDA – highs not seen since the peak of the last cycle.

In such an environment it has clearly never been better to be a seller, while becoming markedly more challenging to be a buyer. Warren Buffett’s mantra of ‘it’s far better to buy a wonderful company at a fair price, than a fair company at a wonderful price’ is getting hard to put into practice in today’s climate where all the choice assets are being traded at increasingly racy multiples.

The abundance of available capital in the European PE market and the forces driving up valuations show no signs of changing in 2015. Indeed they look set to be compounded by the results of another strong year of fundraising for many houses in 2014 and the emergence of new players (such as America’s houses and Canadian pension funds) to the European market.

So how is this likely to affect the industry in the short term? Putting to one side the UK and European PE industry’s immediate prospects being at the mercy of the upcoming election, the ongoing instability in the eurozone and other geopolitical risk, I anticipate three knock-on effects.

First, the average holding period of investments will likely continue to lengthen, with sponsors feeling the pressure from investors to deliver convincing returns on assets acquired at the higher multiples of recent years. We are therefore unlikely to see the average holding period return to a three-year average, with five-plus becoming the norm in order to allow assets time to make the requisite two to three times return and an internal rate of return (IRR) in the low teens.

Buffett’s mantra of ‘it’s better to buy a wonderful company at a fair price, than a fair company at a wonderful price’ is getting hard to put into practice.

Second, I firmly believe that PE houses will continue to surprise the market with their creativity. No one can doubt how resilient the PE market has proven to be; the industry’s comeback after 2009 being a case in point. With the limited supply of assets and the amount of money chasing them, I anticipate that many funds will show an increased appetite to purchase minority stakes in high class assets. Houses are also likely to demonstrate new resourcefulness by focusing on unlocking unrealised potential in their existing portfolios by adopting a more hands-on approach and pursuing buy-and-build strategies. As a firm we have already begun to see evidence of this behaviour in the last 12 months.

Third, the proven performance of PE investments as an asset class has led to some institutional investors wanting a bigger piece of the action. Such investors have begun looking for new ways to participate in PE deals beyond the conventional constraints of being passive partners in PE funds. The so-called ‘shadow capital’ provided by them (often in the form of co-investments) is not a new concept – limited partners (LPs) have been passively co-investing alongside general partners (GPs) in deals for years. But I predict, particularly given the increased sophistication of LPs and their ability to effectively manage a co-investment programme, an increase in quantum and in the variety of ways shadow capital will be put to work.

This can offer a series of benefits to both LPs and GPs. For LPs it has the potential to improve their returns yet further and at a lower cost, and for sponsors it can provide them access to larger deals while maintaining an appropriate level of diversification and a way to enhance their relationship with investors. However, the injection of more funds in the form of shadow capital into a market already saturated will increase competition further, with some even going so far as to suggest shadow capital may end up chipping away at the PE industry’s economic margins. How that dynamic plays out remains to be seen…

Paul Dolman (pictured) is head of private equity at Travers Smith

Legal Business

The mother of invention – why necessity and high prices will push private equity to new heights

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Travers Smith’s Paul Dolman argues a reviving buyout industry will increasingly drive European deal markets

2014 was a year that saw the number and value of private equity (PE)-backed exits reach unparalleled highs globally. More benevolent economic and market conditions, including an increase in global M&A activity, created renewed confidence in the industry. With a mountain of dry powder to deploy – that’s unused equity in the industry slang – and more debt funding available than has been the case for years (and on more favourable terms), PE firms have been very busy looking for new investment opportunities. This has resulted in fierce competition for any high-quality assets that come to market. Coupled with the continued high valuations of comparable companies on the public markets and near-zero interest rates, this has inflated valuations and resulted in the purchase-price multiples for leveraged buyouts in Europe reaching an average of ten times EBITDA – highs not seen since the peak of the last cycle.

Legal Business

Those who can: Travers Smith’s former head Andrew Lilley resigns to become teacher

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Travers Smith’s former managing partner Andrew Lilley (pictured) has resigned from the firm after nearly 20 years, and is set to explore a career in teaching.

Announced internally this week, Lilley plans to pursue a career outside of law looking to teach economics at A-level, but will also explore the possibility of ad hoc consultancy work with the firm.

The news emerges a year after employment partner Lilley stepped down from his role as managing partner following a four year term and was succeeded by corporate partner David Patient. Having joined Travers in 1995 and becoming a partner in 1997, Lilley oversaw substantial financial growth at the firm during his term as managing partner with the latest LB100 figures showing 51% revenue growth since 2009 to £97.2m.

On his time at Travers, Lilley told Legal Business: ‘I have taken real pleasure watching the rise of the profile and reputation of the firm, and the employment practice in which I have worked for the past 20 years. There’s no other law firm I would rather work for. I leave with very fond memories but am excited about the next chapter too.’

On his move into teaching, Lilley added: ‘I’ve been very fortunate by ending up as an employment lawyer, there’s really quite a large amount of teaching involved in that role. A lot of HR professionals are keen to be trained and taught and you teach junior lawyers over the years. So I’ve been able to feed that interest for some time. Now I’d like to pursue teaching at A-level at a school while I still have the opportunity.’

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: Travers, HSF and Paul Weiss advise on $2.1bn Pace sale

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Travers Smith, Herbert Smith Freehills and Paul, Weiss, Rifkind, Wharton & Garrison have all landed roles on the $2.1bn sale of Pace to Arris as another UK company gets acquired by the US.

UK provider of broadband and pay TV technology Pace has been brought by US-based broadband media technology company Arris Group for $2.1bn.

Travers’ team is advising longstanding client Pace on the transaction having previously acted for Pace on the purchase of broadband developer Aurora in 2013 and on its 2010 acquisition of broadband company 2Wire. This time around the firm’s team was led by head of corporate Spencer Summerfield, with additional specialist advice provided by competition partner Nigel Seay and employee incentives partner Mahesh Varia. Paul Weiss advised Pace on US matters.

Arris turned to a Herbert Smith Freehills team in the UK led by corporate partners Gavin Davies and Alex Kay, while in the US it used Troutman Sanders.

Travers’ Summerfield said: ‘We are delighted to have assisted our long-standing client Pace on the transaction, which provides a significant platform for their future growth and creates a major new player in the global broadband media technology market.’

Under the terms, Pace shareholders will receive cash and stock in the new holding company at 132.5 pence in cash for each Pace share and 0.1455 of new Arris shares. The deal is being done through a scheme of arrangement with the new holding company listed on the NASDAQ stock exchange. The transaction is subject to a number of conditions and is expected to close in late 2015.

The sale came in a bid to expand Pace’s international presence and expand its product portfolio across software and services. The combination will create a broadband media technology company with estimated revenue of US $8bn and 8,500 employees worldwide.

jaishree.kalia@legalease.co.uk

Legal Business

Deal watch: Corporate activity in March 2015

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CC, LINKLATERS AND LATHAM & WATKINS WIN KEY ROLES ON PIRELLI TAKEOVER

Advised by Clifford Chance (CC), China National Chemical Corporation bought tyre-maker Pirelli in a $7.7bn deal. The Chinese company acquired a 26.2% stake from Camfin, which was advised by Chiomenti, while Lombardi Molinari Segni handled financing aspects and Linklaters advised fellow investor Long Term Investments. Latham & Watkins advised underwriters JP Morgan.

 

Legal Business

Seeking £3.4bn in damages: Clifford Chance and Travers Smith lead on HP High Court contest with Autonomy founders

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Clifford Chance and Travers Smith have taken lead roles advising on the £3.4bn dispute between Hewlett-Packard (HP), and Autonomy founder Michael Lynch and its former chief financial officer Sushovan Hussain regarding allegations of fraudulent accounting.

Filed at London’s Chancery Division last Monday (30 March), the dispute arose following accusations from Palo Alto-headquartered HP that Autonomy had committed a series of abuses that forced HP to write down $8.8bn from its 2011 takeover. HP claimed it was misled by Autonomy as to its true value and published the allegations following an internal investigation overseen by executive vice-president and general counsel John Schultz.

The instruction to represent Autonomy founder and tech entrepreneur Mike Lynch was gifted to Clifford Chance in 2012, with litigation and disputes head Jeremy Sandelson advising Lynch alongside fellow disputes partner Iain Roxborough in London, and partner Chris Morvillo in New York on matters including the Serious Fraud Office’s high profile investigation into the Autonomy sale which closed in January due to lack of evidence. Travers Smith meanwhile has been advising HP and so far particulars have yet to be filed.

A spokesperson for HP said: ‘HP can confirm that, on March 30, a claim form was filed against Michael Lynch and Sushovan Hussain alleging they engaged in fraudulent activities while executives at Autonomy. The lawsuit seeks damages from them of approximately $5.1 billion. HP will not comment further until the proceedings have been served on the defendants.’

Following the High Court filing the former management of Autonomy last Tuesday (31 March) confirmed they will file claims against HP for ‘loss and damage caused by false and negligent statements made against them by HP on 20 November 2012 and in HP’s subsequent smear campaign.’

Former Autonomy chief executive Lynch’s claim ‘is likely to be in excess of £100m’ and filed in the UK.

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: Clifford Chance, Travers Smith, Debevoise and BLP advise on £1.2bn BCA sale

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A quartet law firms including Clifford Chance (CC), Travers Smith, Debevoise & Plimpton and Berwin Leighton Paisner (BLP) have all secured instructions on the £1.2bn sale of BCA (formerly British Car Auction) to publicly listed investment vehicle, Haversham Holdings.

Travers Smith senior partner Chris Hale led a team advising management on the proposed sale of BCA, which is owned by private equity firm Clayton, Dubilier & Rice (CD&R). Other Travers team members included tax partner Russell Warren and corporate finance partner Adrian West.

CC corporate partner Simon Tinkler served as legal adviser to CD&R, while BLP partner Benjamin Lee acted as adviser for Haversham, alongside Debevoise & Plimpton, leading a team including corporate finance partner Julian Stanier and finance Partner Derek Hrydziuszko.  Debevoise’s team was led by London-based partner Alan Daviesand included Frankfurt-based international counsel Philipp von Holst.

The deal will see shareholders receive £701m in cash and £104m in stock in what constitutes Europe’s largest used-vehicle marketplace. BCA operates in 13 countries, and in 2014 remarketed an estimated 1m vehicles and bought more than 140,000.

Last October saw the high-profile initial public offering of BCA Marketplace, which also owns webuyanycar.com, with hopes to raise £200m in proceeds but the deal was scrapped due to volatile markets. On that deal, Magic Circle pair Linklaters and CC advised with the former’s senior corporate partner trio John Lane, Charlie Jacobs, and Jason Manketo advising BCA Marketplace, while the latter’s finance partners Simon Thomas and Chris Walton advised the bookrunners JP Morgan and UBS.

The latest transaction is conditional on, amongst other things, Haversham’s share placing becoming unconditional and is expected to close in early April.

sarah.downey@legalease.co.uk