Tag: Corporate

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Dealwatch: Slaughter and May and Latham & Watkins lead as Hammerson sells £1.5bn stake in Bicester Village owner

Shopping centre owners have weathered a difficult few years, with the rise of e-commerce, Covid and the cost of living crisis causing much grief for those with stakes in bricks and mortar retail.

There is cause for optimism, however, with private equity firm L Catterton’s acquisition of Hammerson’s £1.5bn stake in Value Retail – owner of the Bicester Collection – emblematic of increasing confidence in the sector, and raising hopes of a continued recovery in deal activity.

Slaughter and May advised Hammerson on the transaction, which generated approximately £600m in cash proceeds for the property firm, fielding a team led by corporate duo Simon Tysoe and Richard Smith.

Meanwhile, Latham & Watkins advised the buyers, with the sale handled through Silver Bidco Limited, a newly formed company incorporated in Jersey established by affiliates of L Catterton, which is part owned by luxury goods giant LVMH. The firm’s London team was led by corporate partners Tom Evans and Linzi Thomas.

The Bicester Collection comprises nine luxury designer outlet shopping centres located outside of major European cities including Barcelona, Paris and Milan. It includes the Bicester Village shopping centre which is located on the outskirts of the Oxfordshire town Bicester.

Rita-Rose Gagné, CEO of Hammerson, said in a statement that the disposal was a ‘transformational deal’ that removed an ‘overweight, low yielding and minority stake’ and ‘focuses our portfolio on prime urban real estate’.

Hammerson has in the past turned to Herbert Smith Freehills for many of its major corporate and real estate mandates, including the £277m disposal of its stake in premium outlet operator Via Outlets in Q4 of 2020, led by corporate duo Alex Kay and Mike Flockhart. Kay also led on Hammerson’s attempted £3.2bn buyout of Intu in 2018, a transaction that was ultimately abandoned.

Another sign of increasing bullishness in the retail space was seen last month with TDR Capital’s acquisition of Zuber Issa’s shares in Asda, a deal that took the private equity firm’s share in Asda to 67.5%. Kirkland & Ellis advised TDR, led by corporate partners Stuart Boyd and Jessica Corr alongside competition partners Alasdair Balfour and Joel Gory, while Cleary Gottlieb Steen & Hamilton acted for Issa.

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‘It means business in London’: Vinson & Elkins takes Hogan Lovells’ Higson as City corporate head

Hogan Lovells’ London M&A partner Ben Higson has been appointed as Vinson & Elkins’ London head of corporate.  

He takes up the role after 15 years at Hogan Lovells, including eight years as head of the corporate team. He also served as an elected member of the firm’s global management board between 2014 and 2020.

Higson’s experience includes energy, infrastructure, natural resources and diversified industrials transactions. He recently advised Eurasian Natural Resources Corporation on its $735m acquisition of Bahia Minerals and ExxonMobil on its $1.75bn disposal of the North Sea assets of Mobil North Sea and other projects.

Speaking to Legal Business, Higson said: ‘Vinson & Elkins is clearly one of the world’s leading firms in energy and infrastructure, and has always been in that position, so there was a natural synergy with the practice that I already had.  

‘Energy and infrastructure is an area that is continually evolving and what Vinson & Elkins has achieved in following and staying ahead of the trends is impressive. It is at the forefront of some of the cutting-edge deals including those supporting the energy transition and moving from a carbon-heavy to a carbon-neutral world.’

Kaam Sahely, V&E’s co-head of corporate, added: ‘During 2022, we have seen increasing demand from our private capital and strategic clients for our experience in infrastructure transactions across the digital, transportation and energy sectors, including specifically energy transition.

‘Ben’s experience in these areas together with his ability to lead deal teams make him a perfect fit.’

Higson’s arrival follows that of former colleagues Roberta Downey and Angus Rankin, who joined V&E’s international construction disputes practice as partners from Hogan Lovells in October 2021. 

Higson concluded: ‘We will be looking to build the practice up at partner level as well as associate level. For people doing this type of work, the firm presents a really attractive proposition and I hope with me joining the market will see that Vinson & Elkins means business in London.’ 

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Deal Watch: activity powers on as Latham and A&O lead on $19bn energy joint venture

Despite the inevitable slowdown in the spring following Russia’s invasion of Ukraine, deal activity rebounded over the summer with an unusually busy August. Latham & Watkins, Kirkland & Ellis and the magic circle were among the firms taking the lead on billion-pound private equity, energy and tech deals.

Latham advised EIG on its $4.8bn acquisition of a 25% stake in Repsol Upstream, a newly formed global exploration and production company comprising the entire global upstream oil and gas business of Spanish energy company Repsol.

London corporate partners Sam Newhouse and Simon Tysoe, and London associate George Venables led the Latham team that included London associates Emily Smith and Saavan Shah, and Madrid associates Marta Portuondo and Carmen Esteban.

Repsol instructed an Allen & Overy (A&O) team led by Madrid partners Iñigo del Val, Ignacio Ruiz-Camara and Tom Wilkinson, and London partner John Geraghty.

Tysoe told Legal Business: ‘It’s a great opportunity for Repsol to monetise its existing upstream assets and be able to prioritise the cash for the development of non-oil and gas energy in its portfolio. At the same time, EIG has a great track record of optimising the performance of portfolios, bringing cutting-edge, ESG-focused techniques to them and successfully getting them to a point where it can exit, such as through an IPO. It is a great combination of talents and shows there are still really good opportunities out there for private investment in oil and gas on a big scale.’

Staying on the theme of ESG, Macfarlanes and Sidley landed roles on MetLife Investment Management’s acquisition of specialist ESG investment manager Affirmative Investment Management (AIM).

Macfarlanes’ Tim Redman, who acted for AIM on its strategic investment from Sumitomo Mitsui in 2020, led on the sale. He noted: ‘We’re seeing ESG as an increased focus for all of our clients, regardless of what sector they are operating in, and this is a great example of a global institution strengthening their offering. In this case MetLife will be doing so by combining AIM’s expertise in ESG with its existing commitment to sustainable investing.’

Redman was assisted by corporate and M&A associate Luis Soares de Sousa, while senior counsel Sarah Shucksmith and associate Beth Leggate advised on tax aspects. MetLife instructed a Sidley team led by partners Jonathan Kelly, James Wood and Eleanor Shanks.

Elsewhere, Simpson Thacher, Kirkland and Eversheds Sutherland advised on Oakley Capital’s £1bn acquisition of testing, inspection, certification and compliance sector company Phenna Group.

Eversheds global corporate co-head Richard Moulton led on the matter for Phenna and said: ‘The business has grown significantly with Inflexion’s ownership and support. With a lot of acquisitions around the globe, it has been turned into a truly global testing, inspection and certification business. For Inflexion, it is a significant sale as the company has attained a value of over a billion under its stewardship, meaning a 5.5 times return on its money.

‘What we are seeing is that for very good assets – and this is one of them – there’s still appetite to invest with plenty of liquidity and private equity dry powder in the market. There has, however, been broader caution in the PE market, certainly across consumer-facing sectors.’

Moulton was assisted by tax and banking partners Colin Askew and Christopher Akinrele, principal associates Russell Naglis in corporate and Charlie Markillie in competition as well as tax senior associate Matthew Cummings and corporate associates Megan Irons and Philip Smith.

On the buy side, Simpson Thacher’s corporate partners James Howe and Ben Spiers led the M&A team, which included associates Chris Vallance, Jenny Leung, Nishita Vasan, Alex Ward, Jewel Zhu, Beanka Chiang and Oliver Heighton. Funds partners Jason Glover and Robert Lee; antitrust partner Étienne Renaudeau; Washington DC-based national security regulatory practice head Mick Tuesley, and head of UK tax Yash Rupal also advised.

A Kirkland team led by debt finance partners Neel Sachdev and Kanesh Balasubramaniam advised Oakley Capital on banking aspects. On tax matters, partners Peter Abbott and Gal Shemer assisted.

Meanwhile, Cleary Gottlieb and Jones Day acted on Macquarie’s €2.4bn acquisition of Vigie’s (formerly Suez) UK waste business from Veolia Environnement. The transaction was part of an antitrust divestment program following the 2021 merger of Veolia and Vigie.

A Cleary team led by partners Pierre-Yves Chabert in Paris and Nallini Puri in London represented Veolia Environnement on the sale. Also in London, partners Jackie Holland and Paul Gilbert, senior attorney John Messent and associates Courtney Olden and Fay Davies advised on competition aspects. Jones Day’s Vica Irani and Ben Larkin led on the acquisition for Macquarie.

Finally, A&O and Cleary are advising Canadian software company OpenText on its $6bn offer for Micro Focus, the UK-based enterprise software provider. Partners Seth Jones and Annabelle Croker are leading for A&O, while Cleary’s M&A team includes Jim Langston, Chris Moore, Dan Tierney, Andrew Wood and Sam Connor.

For Microfocus, a Slaughter and May team is being led by partners Paul Dickson, Harry Hecht and David Johnson, and includes associates Warwick Brennand, Thomas Fletcher, Thomas Whitney, Matthew Atkinson and Emily Galvin.

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Dealwatch: Ashurst and Travers double up on McColl’s and Ideagen acquisitions as Freshfields energises offshore wind deal

A trio of City firms acted on the sale out of insolvency of McColl’s to supermarket chain Morrisons, in a week that also saw significant mandates in the renewable energy and software sectors.

The transaction, which was structured as a pre-pack sale following the initiation of administration proceedings by McColl’s board on 6 May, ensured all employees would avoid redundancy, while also protecting all pension schemes.

Convenience store and newsagent operator McColl’s maintained roughly 1,200 sites across the UK, employing some 16,000 people.

Travers Smith represented McColl’s. Restructuring and insolvency head Edward Smith and corporate lead Andrew Gillen headed up the team which also included associates Kirsty Emery and Fabian McNeilly.

Morrisons was advised by Ashurst, with the team led by longtime adviser Tom Mercer and restructuring partner Olga Galazoula in addition to Giles Boothman and Inga West. The firm also provided a comprehensive service through a cross-practice team of partners; Nigel Parr (competition), Lynn Dunne (contentious restructuring and insolvency), Ruth Buchanan (employment), Tim Rennie (global loans), Sarah Sivyour (real estate), Nicholas Gardner and Paul Miller (tax) were all involved in the deal.

The transaction is the second high-profile acquisition in which the firm has represented Morrisons in the past year, having also acted for the supermarket chain in its £7.3bn takeover by Clayton, Dubilier & Rice in October 2021.

PwC instructed Hogan Lovells to represent it as joint administrator of seven companies within the McColl’s group. Insolvency duo Debbie Gregory and James Maltby led the team, which also included Oliver Humphrey, Oliver Chamberlain, Katie Banks, Stefan Martin, Tom Brassington and Angus Coulter, who advised on litigation, real estate, pensions, employment, corporate and competition expertise respectively.

Gregory commented: ‘This is a fantastic outcome for McColl’s and all its stakeholders and we are pleased to have played our part in securing a rescue for this neighbourhood retailer which has been part of communities across the UK for over 100 years.’

Travers and Ashurst were also instructed on the £1.06bn purchase of Ideagen plc by Rainforest Bidco Limited, a company indirectly controlled by funds managed by Hg Pooled Management Limited (Hg).

Ideagen has a strong foothold in the regulatory and compliance software space, operating across the life sciences, finance, insurance and health sectors. With offices in London, Munich and New York, Hg has over 20 years’ experience of investing in the software industry.

The Travers team that advised Ideagen was led by corporate partner Richard Spedding. Head of incentives and renumeration Mahesh Varia also acted on the deal, as did competition lead Nigel Seay. The transaction builds on the firm’s relationship with the company after it first advised on a £103.5m fundraise in December 2021.

Linklaters represented Hg. Corporate duo Chris Boycott and Alex Woodward headed up the deal team, which also included fellow partners Bradley Richardson, Neil Hoolihan and Oliver Sceales, who respectively advised on employment, antitrust and debt financing.

Lazard and Houlihan Lokey, which are acting as financial advisers to Ideagen, were represented by Ashurst. Karen Davies and Tim Rennie led the transaction.

Finally, Global Infrastructure Partners (GIP) has acquired wpd offshore, the offshore wind arm of wpd AG. Active in 14 European and Asia Pacific markets, the target company has an extensive portfolio of offshore wind projects which includes a development pipeline of roughly 30GW, with 7GW developed so far.

The cross-office Freshfields team which advised GIP was led by Natascha Doll (Hamburg) and Patrick Ko (London), assisted by Richard Lister (London) and Torsten Schreier (Frankfurt). Michael Josenhans (Frankfurt) and Pascal Cuche (Paris) provided finance expertise; David Beutal (Munich) advised on tax matters; Paul van den Berg (Amsterdam) and Martin J. McElwee (London/Brussels) led on antitrust; employment issues were handled by Boris Dzida, Klaus-Stefan Hohenstatt (both Hamburg) and Christel Cacioppo (Paris); and Michael Ramb (Düsseldorf/Berlin) assisted with environment, planning and regulatory.

Wpd was represented by Bremen-based renewables specialists Blanke Meier Evers. Thomas Heineke and Jochen Rotstegge led on the deal with assistance from Rainer Heidorn and Andreas Hinsch.

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Dealwatch: City players drill down on Siccar Point Energy sale as US elite act on IFS and WorkWave deal

Significant deals in the pharmaceutical, energy and software space have got the market talking over the last week, as City and US giants scored major mandates.

Ithaca Energy is acquiring Siccar Point Energy, best known for operating the Cambo oil and gas field in the North Sea, for $1.5bn. The buyer will pay $1.1bn up front, with the potential for $360m of additional payments dependent on future developments and commodity prices.

The transaction is intended to increase Ithaca’s daily production levels ahead of its IPO, penciled in for later in the year. The takeover is expected to boost Ithaca’s production by up to 9,500 barrels of oil equivalent per day.

Freshfields Bruckhaus Deringer advised Siccar Point as the seller, as well as its sponsors, Blackstone Energy Partners and Blue Water Energy. Partners James Scott and Graham Watson led the deal team alongside partner-elect Alon Gordon.

Ithaca Energy was represented by Pinsent Masons. Global oil & gas head Rosalie Chadwick led a cross-practice team that also included partners Michael Smith and Giles Warrington. The acquisition is the latest in a string of deals the firm has handled for the company in recent years, having also worked on its $2bn acquisition of Chevron North Sea Limited.

Elsewhere, a collection of Global London firms advised on Hg’s investment in IFS and WorkWave. The transaction, which saw the New York-bred private equity house become a significant minority shareholder, values IFS and WorkWave at $10bn. EQT remains the majority shareholder.

Headquartered in Sweden, IFS produces cloud software programmes relating to the distribution of goods, while WorkWave’s suite of products provide cloud-based software solutions to businesses.

Latham & Watkins advised TA Associates as the seller. London corporate partner Paul Dolman led the deal team, while Nicola Higgs provided regulatory advice.

Hg was represented by Skadden, with London duo Richard Youle and Katja Butler leading the team.

IFS and its shareholders, including EQT, were advised by an international team from White & Case. Led from Stockholm by Patrik Erblad, the deal team included partners from the London, Frankfurt, Düsseldorf, Brussels and Luxembourg offices. Kirkland & Ellis, led by partners Roger Johnson and Aneeq Durrani, assisted WorkWave.

Speaking to Legal Business Erblad said: ‘We were acting as advisers to the company and its shareholders, including EQT, Skadden was advising Hg on the buyer side. We also had Latham advising TA. So, it was a lot of US firms. I think that’s really what was required; for everyone to come together to get this deal done to a tight timetable.

‘What we have seen in the last month is that software and tech has been very hot. There is a lot of interest around the real quality assets. The companies that show consistent growth and are delivering profit are in high demand among private equity companies.’

Finally, Allen & Overy, Latham & Watkins and Linklaters acted on the $1.2bn acquisition of Theramex by private equity giants PAI Partners and Carlyle from CVC.

Initially created through a carve out of a group of women’s health pharmaceuticals, Theramex has grown into a premier pharmaceutical company specialising in women’s health.

Linklaters advised Carlyle and PAI Partners as acquirers. Private equity partners Alex Woodward and Chris Boycott led the deal team, which also included tax counsel Jamie Coomber, employment specialist Sinead Casey, IP lawyer Yohan Liyanage and TMT partner Marly Didizian. Adam Zecharia and Robin Harvey spearheaded a team from A&O that handled the financing aspects.

CVC Capital Partners and Theramex were represented by Latham, which also advised on the formation of the original Theramex Group in 2018. London duo Robbie McLaren and Linzi Thomas led on the corporate aspects of the deal, while Gail Crawford Fergus O’Domhnaill handled tech and finance respectively. Eveline Van Keymeulen provided regulatory advice from Paris.

Taylor Wessing advised the Theramex management team. Head of private equity Emma Danks was the lead partner.

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Dealwatch: Simpson Thacher and Kirkland lead on EQT’s €6.8bn BPEA deal as Freshfields and HSF jump aboard Stagecoach offer

EQT’s €6.8bn acquisition of Baring Private Equity Asia (BPEA), Cinven’s $2.6bn buyout of BESP and Pan-European Infrastructure III’s (PEIF III) £595m cash offer for Stagecoach Group Plc have kept advisers busy in recent days, as private equity deals continue to drive the M&A market.

Stockholm-headquartered EQT reached an agreement to buy Baring Private Equity Asia (BPEA) for €6.8bn. The consideration includes 191.2 million new ordinary EQT shares, valued at €5.3bn, and €1.5bn in cash.

BPEA is a private market investment company operating across Asia, with over €17bn of assets under management. The transaction signifies a major advance for EQT’s strategy in the region, providing the business with the opportunity to target the Asian private markets.

Simpson Thacher represented BPEA, with partners Ben Spiers and Elizabeth Cooper leading the cross-practice group from London and New York respectively. Paul Weiss also advised the target company: partners Ariel Deckelbaum, Adam Wollstein and Marco Masotti were the corporate leads; partner David Mayo advised on tax matters, and partner Andrew Gaines acted on executive compensation issues.

EQT was represented by Kirkland & Ellis. The deal team was led from London by corporate partners Roger Johnson, Greg Scott and Adrian Duncan. Investment funds advice was provided by partners Erica Berthou, Richard Robinson and Amy Fox; partners Sally Evans and Philipp Gnatzy handled antitrust; and partners Alpa Patel, Mark Staley and Prem Mohan advised on financial regulatory issues.

Elsewhere, London private equity house Cinven has announced its agreement with pharmaceutical juggernaut Bayer AG to acquire its Environmental Science Professional (BESP) Business for a total enterprise value of $2.6bn.

The takeover of the US business is a geographical expansion on Cinven’s recent form for investing in carve-outs from continental companies, particularly in the DACH region, comprising Germany, Austria and Switzerland.

Headquartered in North Carolina, BESP is a global player in pest control, with around 800 employees and sales in over 100 countries. The company also has a strong ESG focus, given its strategy of providing products that manage pests in a sustainable and responsible way.

A cross-office team at Clifford Chance represented Cinven. Corporate and private equity advice was provided by partners Jörg Rhiel (Frankfurt), Anselm Raddatz (Düsseldorf), Jonny Myers (London) and Kevin Lehpamer (New York). London partners Michael Dakin and Taner Hassan provided capital markets and finance advice alongside partner Daniel Winick in New York.

Commenting on the transaction, Rhiel said: ‘This exciting transaction among global leaders of their respective businesses comprised a complex carve-out across several jurisdictions. The deal required a mix of transactional, regulatory and commercial legal expertise, which we were happy to effectively provide to our client Cinven.’

German firm Hengeler Mueller acted for Bayer in the transaction, with Düsseldorf partners Mattias Hentzen and Martin Ulbrich leading the team that provided corporate, employment, IP antitrust, tax and regulatory advice.

Finally, Freshfields Bruckhaus Deringer and Herbert Smith Freehills (HSF) advised on Pan-European Infrastructure III’s (PEIF III) £595m cash offer for Stagecoach Group Plc, anticipated to close in the next couple of months.

Following the offer, Stagecoach directors have withdrawn their support for the merger with National Express announced late last year.

PEIF III, a fund manged by The DWS Group, was advised by Freshfields. Partners Piers Prichard Jones and Kate Cooper led the corporate work, while partner Dawn Heath provided pensions expertise.

HSF represented Stagecoach, having worked with the company for over 25 years. London corporate partners Ben Ward and Robert Moore spearheaded the deal team, which also provided competition, regulatory, trade, pensions incentives and employment advice.

Speaking to Legal Business, Ward said: ‘The initial business combination transaction with National Express, which was announced back in December, was an industry consolidation that the company’s board was able to recommend to its shareholders. The announcement triggered interest from other parties, and ultimately the board considered the all-cash offer from DWS to be a better proposition for shareholders than the share for share combination with National Express.

‘The UK bus sector may not always be considered the most exciting of industries, but this deal for Stagecoach could ignite further interest in the sector. The UK government is very committed to bus transport infrastructure, as it is a tried and tested system that is also cost effective. There is still the issue of the transition to cleaner energy to consider, but the return on investment should be there for investors with a medium or long-term outlook.’

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Deal watch: Global London elite turns out for KKR’s Refresco buyout and Macquarie’s Roadchef acquisition

The private equity boom has shown no signs of slowing down in recent weeks, with the London offices of US firms taking the lead on noteworthy acquisitions in the logistics, food & drink, and infrastructure sectors.

Skadden, Simpson Thacher and Latham & Watkins advised on the acquisition by KKR of a majority stake in independent beverage contract manufacturer Refresco. The deal will see existing investors PAI Partners and British Columbia Investment Management Corporation (BCI) retaining a minority stake in the company.

The Skadden team representing Refresco included London M&A partner Bruce Embley and New York M&A partners Paul Schnell and Sean Doyle. Capital Markets advice was provided from New York by Laura Kaufmann Belkhayat, while James Anderson in London handled tax matters.

Speaking to Legal Business, Embley noted that the transaction was reflective of the current market but warned the coming months would be harder to predict: ‘So far, the M&A markets have started 2022 as strongly as they ended 2021. Until very recently, there was no cause to believe that would not continue, but recent political events mean things do now feel less certain. We have already seen that they have caused considerable uncertainty in the capital markets which can have a knock-on effect on M&A.

‘In some ways, it doesn’t make sense to consider M&A as one single market that is either up or down. Different sectors are really their own markets with their own trends. Since the pandemic began this has been further underscored.’

Representing PAI Partners and BCI, the Latham team was led from London by partner Tom Evans, with the assistance of associates Maarten Overmars, Alex McCarney, and Chris Cox. Simpson Thacher advised KKR.

Elsewhere, GXO Logistics Inc announced its £1bn takeover offer of retail logistics specialist Clipper Logistics plc, a deal set to complete in summer 2022, subject to regulatory and shareholder approval.

The offer will see existing shareholders receive 690 pence in cash and 0.0359 GXO shares for each Clipper share they currently hold, effectively valuing a Clipper share at 920 pence. GXO has also obtained undertakings from a number of Clipper shareholders to vote in favour of GXO’s offer.

The target company was represented by Hogan Lovells. Corporate partner Dan Simons, who led the team which also provided assistance with ESI, antitrust, UK and US tax and US debt capital markets, told Legal Business: ‘The logistics sector has been very hot recently and we’ve got a number of deals on in this space. During the Covid pandemic, logistics has been one of the best performing sectors and I think that, over the coming months, we’re going to see a lot more high-profile deals and consolidation in the sector.’

Commenting on Clipper specifically, Simons added: ‘Clipper Logistics became a client of Hogan Lovells in mid-2021. Clipper was looking for legal advisers to assist them in executing potential acquisition opportunities in North America and so they wanted to partner with a law firm that had market leading corporate finance practices in both Europe and the US, so Hogan Lovells was the perfect fit.’

Wachtell, Lipton, Rosen & Katz and Freshfields Bruckhaus Deringer represented GXO. New York duo Gregory Pessin and John Sobolewski led Wachtell’s team, while the cross-border team from Freshfields was led from London by Piers Prichard Jones and Rhys Evans.

Finally, last week Macquarie Asset Management announced its latest acquisition, of motorway service operator Roadchef, for a reported £900m.

Serving 52 million customers a year, Roadchef is one of the largest operators in the UK with 30 locations nationally. Macquarie acquires the company from Antin Infrastructure Partners, which acquired it from an Israeli conglomerate in 2014 for a reported £153m.

Macquarie was represented by Weil Gotshal & Manges. The deal team was led by James MacArthur and included counsel Tom Fisher, associates Rick Wright and Alex Thams. Finance matters were handled by private equity infrastructure finance partner Paul Hibbert and counsel Emma Serginson.

MacArthur said: ‘This deal demonstrates our continued proficiency advising the largest global private equity clients on their strategic investments in infrastructure assets.’

White & Case advised Antin out of London. Caroline Sherrell led the team, assisted by associates Heidi Blomqvist and Johanna Wagner.

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Dealwatch: Golden ticket for Skadden and Taylor Wessing as they lead on Netflix’s Roald Dahl acquisition

Pundits on the apparently unceasingly bullish deal markets have become well-versed in pointing to sectors that have particularly been stoked by altered habits wrought by the coronavirus pandemic, with varying degrees of credibility. Nevertheless, scrolling through the mass of deals announced in the past week or so, one in particular stands out as indubitably part of that trend – the acquisition by Netflix of The Roald Dahl Story Company Limited – which manages the literary works, copyrights and trade marks of the internationally renowned author.

Indeed, the rationale (and value) of the transaction is plain to see in a world where complaints of having run out of things to watch on the now-ubiquitous television and film streaming giant has become a common refrain among peers and clients alike.

The transaction entitles Netflix rights to the entire literary estate of Dahl, which includes iconic novels and short stories for children and adults, including Charlie and the Chocolate Factory, Esio Trot, Fantastic Mr Fox, The BFG, James and the Giant Peach, Matilda, The Twits and The Witches.

For Netflix, which has an existing relationship with The Roald Dahl Story Company on certain licensing agreements, the acquisition is a logical next step as it strives to have a steady stream of new and refreshed content on its platform to meet heightened demand and attract a wider audience.

Skadden advised Netflix on the deal with a team led out of London by Simon Toms and including tax partner Alex Jupp, IP, IT, data protection & cybersecurity counsel Eve-Christie Vermynck and banking partner Clive Wells. The team also included Brussels antitrust partner Bill Batchelor and IP & tech partner Ken Kumayama in Palo Alto.

Taylor Wessing advised the Roald Dahl Story Company with a team led by James Goold while US advice was provided by Wilson Sonsini, led by Mark Holloway.

Elsewhere, Bain Capital Private Equity’s €1.7bn acquisition from Rolls-Royce of ITP Aero, an engine and gas turbine manufacturer, proved a complex mandate for Kirkland & Ellis, Latham & Watkins and Eversheds Sutherland.

The deal saw Bain lead a consortium of Spanish and Basque companies, including SAPA and JB Capital, to acquire the asset, requiring buy-in from a number of stakeholders, including the Spanish government.

The sale is part of Rolls-Royce’s disposal programme announced in August 2020 to raise proceeds of at least £2bn, and is consistent with the company’s strategy of reducing capital intensity while maintaining a key long-term strategic supply relationship. The €1.7bn proceeds will be used to rebuild the Rolls-Royce balance sheet in line with its medium-term ambition to return to an investment grade credit profile. The transaction has been approved by the board of Rolls-Royce and is expected to close in the first half of 2022. Bain also said it was open to offers from further Spanish and Basque industrial partners to join the consortium with 30% of the equity until mid-2022.

Advising Bain was longstanding adviser Kirkland, with a London team led by corporate partners Rory Mullarkey and Jacob Traff and including debt finance partners Neel Sachdev and Eric Wedel, as well as capital markets partner Tim Cruickshank.

Latham & Watkins advised the banks with a team headed by Mo Nurmohamed, the firm’s co-chair of the London finance department.

Another notable transaction saw the £1.1bn acquisition of Blue Prism Group by Bali Bidco, a newly-created investment vehicle indirectly owned by funds managed by Vista Equity Partners.

Blue Prism is a robotic process automation provider with users globally in around 2,000 businesses, including Fortune 500 companies. The platform provides systems, cognitive tools, applications and technologies, including AI, machine learning, OCR and the Blue Prism Digital Exchange, a set of automation components available to business users.

Vista invests exclusively in enterprise software, data and technology-enabled organisations. The buyer plans to transfer Bidco to TIBCO Software, a portfolio company of Vista, when the deal closes.

Simpson Thacher acted for Bali Bidco, the Vista Funds and TIBCO on the transaction, with a London-based team led by M&A partner Ben Spiers. Ashurst advised Goldman Sachs, the financial adviser to TIBCO, with the team led by finance partner Tim Rennie and corporate partner Tom Mercer.

Meanwhile with an ESG angle, Macfarlanes won a role advising on the launch of Octopus Investments’ fund operated by FundRock Partners, its first retail fund with a sustainable investment mandate.

The fund aims to back innovative firms whose activities align with the United Nations Sustainable Development Goals and at the same time deliver long-term growth. As ESG accountability ramps up for all major businesses, the delivery of data and an annual report will help investors interpret the actions of investee companies.

The Macfarlanes team was led by investment management partner Lora Froud.

Finally, and in a similar vein, Freshfields Bruckhaus Deringer advised SSE Renewables, the developer, owner and operator of renewable energy, on an agreement with Japanese developer Pacifico Energy on a JV to create offshore wind projects in Japan. The project is in line with Japan’s offshore wind targets of 10GW by 2030 and 30-45GW by 2040 as it seeks to decarbonise and achieve greater energy independence.

The Freshfields team was led by partners Nick Jones, David Mendel, Helen Buchanan and Peter Clements in London, partners Takeshi Nakao, Kaori Yamada in Tokyo, and partner Thomas Ng in Hong Kong.

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Dealwatch: Weil and Mayer Brown scoop leads on Nestlé’s $4bn US ice cream business sale

Weil Gotshal & Manges and Mayer Brown have advised on the sale of Nestlé’s US ice cream business to Froneri for $4bn.

Froneri is an ice cream focused joint venture by Nestlé and PAI Partners created in 2016. The deal means that brands such as Häagen-Dazs, Edy’s, Drumstick and Dreyer’s will join its portfolio which already includes Movenpick, Green & Blacks and Cadbury’s ice cream.

Weil advised Froneri with a team led by London managing partner Michael Francis and included London private equity partner Jonathan Wood, head of the technology and IP transactions practice Barry Fishley and banking partner Tom Richards.

Mayer Brown advised Nestle with a team led out of the US by partners David Carpenter, John Boelter and Michelle Gross.

Carpenter told Legal Business: ‘Nestlé has already contributed to the ice cream business in different parts of the world through this joint venture. The buyer is actually 50% owned by Nestlé and so it’s moving the ice cream business into a company that has a private equity partner. It will be focused on ice cream rather than being part of a big conglomerate.’

The transaction is expected to close in the first quarter of 2020.

Meanwhile, Freshfields Bruckhaus Deringer advised private equity firm CVC Capital Partners on the acquisition of a stake in WebPros Group by CVC Fund VII from Oakley Capital Private Equity and other investors.

WebPros is a web hosting automation software provider for server management and includes web hosting platforms cPanel and Plesk and web hosting management and billing software WHMCS.

The Freshfields team was led by global co-head of financial sponsors Charles Hayes, co-head of European leveraged finance Alex Mitchell and corporate and M&A lawyer Vincent Bergin.

Kirkland & Ellis advised Oakley Capital on the sale led by London corporate partners Rory Mullarkey and Jacob Traff as well as Ben Leyendeckerin Munich.

The deal is expected to close in the first quarter of 2020.

Elsewhere, White & Case advised on the $25.6bn IPO of Saudi Arabian Oil Company (Saudi Aramco), making it the world’s largest IPO. The company began trading on the Saudi Arabian Tadawul Stock Exchange on Wednesday 11 December under TADAWUL: ARAMCO.

The offering included subscriptions from institutions and individuals, comprising of SAR 446bn ($119bn). The Kingdom of Saudi Arabia sold 3bn shares of Saudi Aramco which accounted for 1.5% Saudi Aramco’s share capital.

The White & Case team was led by Dubai partner Sami Al-Louzi and included London partners Inigo Esteve, capital markets partner Alexander Underwood, Ronan O’Reilly and employment compensation and benefits lawyer Jack Gardener. The Law Office of Megren Al-Shaalan also advised Aramco with a team led by Megren Al-Shaalan and Doug Peel and included London capital markets partner Ibrahim Soumrany.

The $1.7trn valuation makes Saudi Aramco the largest company by market capitalisation. Over 400 White & Case lawyers from around 20 offices advised Saudi Aramco on the transaction.

Latham & Watkins advised the underwriters of Saudi Aramco on non-Saudi law matters. The team was led by New York partners Marc Jaffe and Ian Schuman and included London partner Craig Nethercott. London partners James Inness and Jeremy Green offered advice on corporate matters, Chirag Sanghrajka advised on finance, Rob Moulton advised on regulatory matters while Karl Mah advised on tax.

Prior to the listing, the largest IPO spot was held by Alibaba Group Holding Limited which listed in September 2014 on the New York Stock Exchange (NYSE) for $21.8bn.

Finally, Cleary Gottlieb Steen & Hamilton advised Qatar Investment Authority (QIA) on the $450m acquisition of a 25.1% stake in Adani Electricity Mumbai Limited (AEML) from Adani Transmission Limited as well as a shareholder subordinated debt investment by QIA in AEML.

AEML is part of Adani Group, an integrated business conglomerate based in India which includes six publicly traded companies, focusing on resources, logistics, energy and agriculture.

The Cleary team was led by London partners Tihir Sarkar and Nallini Puri.

Puri told Legal Business: ‘QIA is a very big investor to be partnering with. The Adani Group is a big group with lots of diversified interests and historically they’ve engaged in a lot of acquisitions, particularly within India. India’s done less with foreign investors. In some ways this is a very significant partnership for them because they’ve tied up with a very high profile investor.’

AEMl was advised by Indian firm Cyril Amarchand Mangaldas led by partners from the Mumbai office.

The deal is expected to close in early 2020 subject to customary conditions and regulatory approval.

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This article first appeared on Legal Business.

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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.

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This article first appeared on Legal Business.