Legal Business

Listing in London: WLG and Travers advise as Gabelli Value Plus raises £100m in IPO

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Wragge Lawrence Graham & Co (WLG) has advised new investment trust Gabelli Value Plus on its £100m initial public offering (IPO) on the London Stock Exchange as it targets further work from US fund manager GAMCO Investors.

Investment funds head Nick Heather led WLG’s team, assisted by fellow funds partner John Reed and tax partner Michael Murphy. Travers Smith advised Investec Bank, as sponsor, sole global co-ordinator and bookrunner to the transaction with a team led by partner Aaron Stocks.

The trust is managed by New York-based investment manager Gabelli Funds – a wholly-owned subsidiary of GAMCO which has assets under management of approximately $46.9bn.

Commenting on the IPO, Heather said: ‘We are very pleased to have acted on the launch of Gabelli Value Plus, which we hope will be the first of many transactions for significant US fund manager GAMCO. I am also pleased that from first instruction to launch was a period of just under two months (with Christmas intervening) which is a considerable achievement on a deal of this complexity.’

Stocks added: ‘It is fantastic to see a new US equities fund being raised on the London market. This demonstrates the strength of the UK listed investment funds market and its capacity to accept a wide variety of investment strategies.’

The funds team at WLG also recently acted on two sizeable real estate transactions over the last month. The first saw the team advise on the formation, fund raise and initial deployment of £30m in capital for Horizon Long Lease Housing, while the second saw the team act for AEW UK South East Office Fund LP (AEW SEOF) on a £75m secondary fund raise.

kathryn.mccann@legalease.co.uk

Legal Business

Dealwatch: Linklaters, HSF and Travers Smith win key roles as Man Group acquisition targets Japan

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Herbert Smith Freehills (HSF) won its first M&A mandate for Man Group, as the hedge fund acquired the investment management business of Mayfair-based NewSmith, with Linklaters and Travers Smith also picking up key roles.

HSF acted for Man Group, the world’s largest listed hedge fund manager, with a team led by corporate partner Mike Flockhart alongside employment partner Tim Leaver. Flockhart said: ‘We have a very good relationship with Man Group, particularly on the funds side, but this is the first M&A transaction we have done for them. Although we did have a role acting as Credit Suisse’s adviser when Man acquired Numeric in 2014.’

He added: ‘The asset management sector is hot at the moment and there is a lot of consolidation. Some transactions are driven by opportunistic factors, some by strategic ambition. Man is obviously in an acquisitive phase at the moment and has completed a number of acquisitions in the last 12 months.’

A Travers Smith team led by senior partner Chris Hale acted for the founding partners of NewSmith, which has $1.2bn funds under management and invests in UK, European and Japanese equities.

The other stakeholder, Japan’s Sumitomo Mitsui Trust Bank, which owns a 40% share of the UK asset manager was represented by Linklaters with M&A and restructuring partner David Holdsworth leading for the firm alongside corporate associate Peter McCabe. The acquisition is expected to complete in the second quarter of 2015, subject to regulatory and other approvals.

In a statement, Luke Ellis, president of Man Group, said: ‘We believe that NewSmith is a highly complementary business for Man GLG. The acquisition brings a new dimension to the firm, including a Japanese hedge fund and an excellent team in Tokyo, as well as adding further scale to our London business.’

This is one of just a number of asset management deals that HSF has acted on recently with Flockhart having also advised Veritas Asset Management and its founders on Affiliated Managers Group’s acquisition of a majority stake, and Keith McDermott and a related family trust on the sale of their stake in Longview Asset Management to Northill Capital.

HSF also recently worked alongside Travers Smith on the £500m IPO of thetrainline.com – Britain’s largest online rail booking company. Travers Smith advised the owner, Exponent Private Equity, while HSF advised Morgan Stanley and JP Morgan.

kathryn.mccann@legalease.co.uk

Legal Business

Dealwatch: Freshfields, A&O and Travers act as Asia’s richest man buys UK rail group for £2.5bn

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Travers Smith, Freshfields Bruckhaus Deringer and Allen & Overy (A&O) have won roles advising on the sale of UK’s leading rail leasing company Eversholt Rail Group for £2.5bn.

Asia’s richest man Li Ka-shing, owner of two investment vehicles Cheung Kong Infrastructure Holdings (CKI) and Cheung Kong Holdings (CKH), will purchase the rail group from its majority stake holder – a consortium that includes 3i Infrastructure, Morgan Stanley Infrastructure Partners and STAR Capital Partners – with a 50% share going to each vehicle. The deal has an equity value of around £1.1bn, giving an enterprise value of £2.5bn, and is expected to close in March 2015.

Travers Smith advised management on the sale of Eversholt Rail Group, which owns around 28% of the current UK passenger train fleet, led by corporate partner and head of private equity Paul Dolman, alongside tax partner Kathleen Russ.

Freshfields acted for the sellers with Richard Thexton leading the team alongside corporate partner Claire Wills. Partner Helen Lethaby provided tax support alongside partners Alastair Chapman on antitrust, competition and trade issues and David Pollard on pensions issues, while partner Simon Weller advised on the Hong Kong Listing Rules aspects.

Thexton said: ‘Following on from our role advising the selling consortium on the successful disposal of Porterbrook Rail in October 2014, this second deal in the sector in a short space of time clearly demonstrates our capabilities as the go-to firm for complex infrastructure M&A.’

The Porterbrook deal saw Freshfields act opposite Linklaters which advised the buyers – a group of investment funds including Alberta Investment Management Corporation, Allianz Capital Partners, EDF Invest and Hastings Funds Management.

A&O’s team consisted of a cross-border, cross-practice team of lawyers led by partners Richard Evans from London and Bernardine Lam from Hong Kong, for issues around corporate, regulatory and anti-trust.

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: Simpson Thacher leads for KKR as thetrainline.com opts for sale over IPO

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Private equity powerhouse KKR has purchased travel ticket seller thetrainline.com, with its go-to law firm Simpson Thacher & Bartlett advising on a deal that diverted the company from carrying out its announced IPO on the London Stock Exchange.

Simpson Thacher has strong ties to the private equity house in the US, with London managing partner Gregory Conway the relationship manager for KKR in the City.

Thetrainline.com’s owner, UK private equity house Exponent, announced plans to list Britain’s largest online rail booking company for £500m earlier this year. However, KKR’s interest saw that plan derailed in favour of a quicker departure, with Exponent more than tripling its investment after purchasing Trainline in 2006 for £160m.

Since launching in 1999 Trainline has gone on to become the most downloaded travel app in the UK. The company has 4.7m active customers and received nearly 21m visits each month.

Travers Smith’s head of corporate Spencer Summerfield, alongside corporate partner Adrian West and US securities partner Charles Casassa, were originally instructed by Trainline to execute the IPO and were retained to handle the sale to KKR.

Herbert Smith Freehills corporate partner Chris Haynes and the firm’s global head of capital markets Steve Thierbach were enlisted by Morgan Stanley and JP Morgan, the banks charged with spearheading an IPO.

tom.moore@legalease.co.uk

Legal Business

Dealwatch: Kirkland, Travers, and Freshfields advise on Cinven’s £462m purchase of PCL

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Kirkland & Ellis, Travers Smith and Freshfields Bruckhaus Deringer have all won roles advising as private equity firm GTCR agrees to sell British financial services company Premium Credit Limited (PCL) to buyout group Cinven for £462m.

US firm Kirkland won the role acting for GTCR and the other sellers, with corporate partners Gavin Gordon and Stephen Ritchie leading the team alongside capital markets partner William Burke and tax partners Ian Taplin, Oliver Currall, William Welke and Mike Carew. 

Travers Smith senior partner Chris Hale and tax partner Russell Warren advised the company’s management while Freshfields’ corporate partner Adrian Maguire led the team representing Cinven.

The acquisition comes as Cinven builds a portfolio of specialty finance companies. ‘The acquisition of PCL is a further sign of increased activity of the key private equity players in the financial services sector,’ said Travers Smith in a statement. Kirkland’s Gordon added: ‘We were delighted to help GTCR on the complex acquisition and disposal of Premium Credit.’

The sale comes after Chicago-based GTCR brought PCL from MBNA Europe – a subsidiary of Bank of America Corporation – in 2012. The business has experienced a significant transformation since then including a establishing a standalone asset-backed funding facility with seven leading banks, and completing the carve-out from Bank of America.

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: Travers Smith and Herbert Smith Freehills on board for thetrainline.com £500m IPO

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Constituting the first technology IPO of the year, Travers Smith and Herbert Smith Freehills have both landed key roles advising Britain’s largest online rail booking company thetrainline.com as it prepares to float on the London Stock Exchange later this year.

Having been purchased by Exponent Private Equity in 2006 for £160m, the London-based company expects to raise £75m and is aiming for a valuation of £500m.

Travers Smith, which is a long-standing adviser of Exponent, is advising thetrainline.com, with corporate head Spencer Summerfield leading a team including corporate partner Adrian West and US securities partner Charles Casassa. Herbert Smith Freehills corporate partner Chris Haynes is advising the banks Morgan Stanley and JP Morgan alongside the firm’s global head of capital markets Steve Thierbach.

Travers Smith previously advised Exponent and thetrainline.com on the latter’s £190m dividend recapitalisation, a deal which also saw Hogan Lovells act for the lenders and constituting the largest unitranche facility put together for a UK-based company in 2013.

Herbert Smith Freehills has been gifted with several high profile IPO mandates in recent months including online appliances website AO and Just Eat.

Clare Gilmartin, chief executive of Trainline, said: ‘We are witnessing continued strong growth in rail and, having experienced first-hand the transformative effect of online and mobile in other e-commerce markets, I am hugely excited by the opportunity that the fast-developing online rail market offers.

‘Trainline is the clear leader in the online rail ticket market in the United Kingdom and we believe that we are therefore well positioned to capitalise on mobile and e-ticketing, which are changing the way consumers plan and purchase travel. In addition, we are seeking to leverage our considerable experience in the UK market to grow our presence in Europe.’

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: Linklaters, CC and Travers Smith line-up on insurance broker A-plan sale

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Clifford Chance, Linklaters and Travers Smith have all secured roles as private equity house Equistone Partners Europe sold its majority stake in A-Plan Insurance to HgCapital.

HgCapital acquired its stake in the growing insurance broker which saw revenues rise from £44m in 2008 to an expected £73m in financial year to February 2015. This has come with over a doubling of headcount and a further 19 branches taking its total to 73 across the UK.

The PE firm’s partner Andrew Land said: ‘we see great potential in further developing its branch network and specialist lines. Insurance distribution has been a key area of sector focus for us, and we believe we have invested in a true industry champion through this transaction.’

Partner Alex Woodward led the team at Linklaters, demonstrating the strength of the firm’s relationship with HgCapital that had been speculated over after client relationship partner Richard Youle left for White & Case last year. Along with this mandate, Linklaters also worked on the PE firm’s disposal of Manx Telecom through an IPO earlier this year.

Meanwhile, Clifford Chance picked up the work for Equistone on the deal with a team led by partner Amy Mahon with support from partner Ashley Prebble. Travers Smith advised management led by senior partner Chris Hale and additional advice from head of tax Kathleen Russ. Management also took advice from Liberty Corporate Finance.

michael.west@legalease.co.uk

Legal Business

Linklaters, Freshfields and Travers Smith fix RAC deal with Singapore’s GIC

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Carlyle abandons flotation to sell half of its majority stake

Since the summer, London’s IPO market has seen postponements, cancellations and low pricings as confidence ebbed. Feeling the effects, US private equity giant Carlyle, advised by Linklaters corporate partners Charlie Jacobs and Alex Woodward, recently abandoned plans to exit roadside recovery service company RAC through a flotation, in favour of a sale to Singapore’s sovereign wealth fund GIC.

Legal Business

Dealwatch: Latham & Watkins, Macfarlanes and Travers Smith lead on £200m Gorkana sale

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Latham & Watkins, Macfarlanes and Travers Smith have all landed key roles on the £200m sale of media database Gorkana to US rival Cision.

The deal marks one of the first heavyweight mandates undertaken by Latham & Watkins partner Tom Evans, who joined the US firm in April from Magic Circle firm Clifford Chance (CC). The firm’s corporate team, led by London partners David Walker alongside Evans and Chicago-based partner Bradley Faris, advised the buyer public relations software provider Cision.

Evans has previously been tipped as a rising star in the private equity field, and followed Walker, formerly CC’s global head of private equity, who left to join Latham in May 2013.

Sold by private equity house Exponent, the Gorkana Group was established when Exponent acquired cuttings business Durrants in 2006.

Macfarlanes also scored a leading role on the deal, advising its longstanding client Exponent and other selling shareholders, with corporate head Charles Meek leading a team including corporate partners Alex Edmondson and Emmie Jones, as well as tax group head Ashley Greenbank.

Travers Smith’s private equity head Paul Dolman, meanwhile, advised management alongside Kathleen Russ, head of the tax group, and senior associate Adam Orr.

sarah.downey@legalease.co.uk    

Legal Business

Dealwatch: A&O, Travers Smith and Pinsent Masons lead on Lloyds’ £400m Keepmoat homebuilder sale

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Allen & Overy (A&O), Travers Smith and Pinsent Masons have all secured leading roles advising on Lloyds Banking Group’s £400m sale of Doncaster-based homebuilder Keepmoat to private equity houses Sun Capital and TDR Capital, as the part-nationalised lender continues to dispose of its non-core assets.

Travers Smith private equity partner James Renahan and tax partner Russell Warren advised Keepmoat’s management on the sale, a sustainable community regeneration business with sales of nearly £1bn last year.

The deal comes as Travers Smith is set to lose its leading private equity heavyweight Phil Sanderson, who is moving to join Ropes & Gray.

A&O corporate partner George Knight led a team including corporate associates Hugh Robinson and Chloe Johnson on advising the seller. Meanwhile, Pinsent Masons’ corporate partner Helen Ridge led a team including legal director Anna Whetham and corporate finance partner Barry McCaig on advising the buy-out duo Sun Capital and TDR Capital.

The acquisition by Sun Capital, of which former PizzaExpress owner Hugh Osmond is a leading partner, and TDR Capital is ‘designed to support the long-term growth ambitions of Keepmoat and is a significant investment at the time of increased demand for new and improved homes and communities’.

Completion is expected to occur by the end of November this year and is subject to regulatory clearances.

Other windfall instructions gained by leading City firms on the government’s privatisation of Lloyds, which was rescued by the UK taxpayer in 2008, includes Magic Circle pair Slaughter and May and Freshfields Bruckhaus Deringer advising UK Financial Investments Limited (UKFI) on the HM Treasury’s disposal of a 6% stake in Lloyds, worth around £3.3bn, last year.

Sarah.downey@legalease.co.uk