North America
As summer drew toward a close, private equity in the US was as active as ever. One of August's most publicized deals was Chicago-based Madison Dearborn Partners’ $715 million acquisition of Patterson Medical from Patterson Companies. Kirkland & Ellis acted as counsel to the acquirer, while Briggs and Morgan represented the seller. Closing at the end of August, the deal came just weeks after Kirkland’s advising of Stanford, Connecticut-based private equity shop Olympus Partners on its $1.35 billion sale of foodservice manufacturer and marketer The Waddington Group to Jarden Corporation.
In another deal at the end of August, Kirkland represented EIG Global Energy Partners as the client undertook a $175 million equity commitment, in conjunction with Charlesbank Capital Partners and Tailwater Capital, for Southcross Energy Partners and Southcross Holdings.
Another August deal found Kirkland lawyers across the table from a Ropes & Gray legal team. Ropes & Gray played its part in private equity’s expansion, acting for Kohlberg and Company in the acquisition of Kirkland’s client, Osmose Utilities Services, for an undisclosed amount.
Willkie Farr & Gallagher acted as US legal counsel to the special committee of the board of directors of WuXi Pharma Tech, and O’Melveny & Myers provided US legal counsel to the company itself, in what Willkie has described as one of the biggest-ever LBOs of a China-based, US-listed company. WuXi has entered into a $3.3 billion merger agreement with New WuXi Life Science and a WuXi subsidiary, WuXi Merger. Walkers acted as Cayman counsel to the special committee, which retained the Zhong Lun Law Firm to advise it in the PRC. (Further details of this transaction appear in the Asia-Pacific section of this report.) Outside of M&A, Willkie played a leading role in one of August’s biggest private equity transactions, advising New York-based Insight Venture Partners on the closing of a $3.29 billion fund, Insight Venture Partners IX, and a $1.46 billion vehicle, Insight Venture Partners Growth-Buyout Coinvestment Fund. The client closed on these funds with a view to fostering growth equity in internet and software companies across jurisdictions.
In another tech sector deal in August, Skadden Arps Slate Meagher & Flom acted as counsel to BuzzFeed in a joint venture with Yahoo Japan Corporation, for the purpose of launching BuzzFeed Japan. Not all the terms of the venture are public, but the Financial Times reported on August 17 that BuzzFeed will finance its part in the venture with $50 million raised last year from Silicon Valley venture firm Andreesen Horowitz. TechCrunch reported on the same day that BuzzFeed has raised $96.3 million over the course of five funding rounds to date.
In another cross-border August deal, Skadden represented Finnish firm Konecranes in a combination with crane and construction machinery maker Terex Corporation for the purpose of forming a $10 billion entity, Konecranes Terex, in what has been described as a merger of equals. Bloomberg Business reported on August 11 that Terex shareholders would receive 0.8 of a Konecranes share for each share of their own. Fried Frank Harris Shriver & Jacobson, Bryan Cave, and Avance Attorneys represented Terex in this transformative deal.
Skadden also advised CF Industries Holdings in an $8 billion combination with OCI NV’s North American, European, and worldwide distribution businesses, in a deal expected to establish the biggest publicly traded nitrogen firm in the world.
On the capital markets side, Davis Polk & Wardwell was at the head of the pack once again, advising issuers and underwriters in debt and equity transactions. The firm advised McGraw Hill Financial on an offering of $400 million of 2.500% senior notes due 2018, $700 million of 3.300% senior notes due 2020, and $900 million of 4.400% senior notes due 2026. Davis Polk also acted as counsel to MSCI in an $800 million offering of 5.750% senior notes due 2025, represented the managers and structuring agent in Intel Corporation’s $1 billion offering, in Taiwan, of 4.90% senior notes due 2045, and advised the underwriters in Sunrun’s $251 million IPO. Davis Polk was also the law firm of choice for Morgan Stanley as it undertook a global offering of $1 billion of floating-rate senior notes due 2019. The law firm also advised Citizens Financial Group and The Royal Bank of Scotland in Citizens’ $2.6 billion secondary offering of 98.9 million common shares sold by an RBS subsidiary.
In the Cayman Islands, Maples and Calder acted as local counsel to Diamond Head Aviation 2015 Limited in a $260.75 million asset-backed securitization of a portfolio of 30 aircraft. The issuer’s US counsel was Clifford Chance. Numerous global banks played a role in the deal, including joint bookrunners Wells Fargo, MUGF, RBC Capital Markets, and Credit Agricole, as well as Royal Bank of Canada, which provided a liquidity facility to the issuer.
Latin America
In Brazil, Lefosse Advogados and Clifford Chance advised Bradesco on acquiring HSBC’s Brazilian operations for $5.2 billion. Completion of this deal is subject to regulatory approval.
McCarthy Tétrault’s Vancouver office led Goldcorp in acquiring New Gold’s 30% stake in the El Morro project, a mine in Chile, for $90 million plus a 4% stream of future gold production. This allowed Goldcorp to take over the entire El Morro project. The law firm also advised Goldcorp on merging its El Morro Project with Teck’s Relincho into a 50/50 joint venture, which should have an initial capital cost of $3.5 billion. The deal is expected to close before the end of 2015.
Posse Herrera Ruiz and Guerrero Olivos, in Bogotá and Santiago respectively, advised Mexican retail company Femsa, on acquiring a 60% majority stake, worth $598 million, of drug and beauty chain Socofar. The transaction should close in the fourth quarter of 2015.
In Mexico, Von Wobeser & Sierra advised Anheuser Busch InBev’s (ABI) brewery Grupo Modelo, on the $357.7 million acquisition of its remaining outstanding capital stock. As a result of this transaction, which closed August 31, ABI owns 99.99% of Grupo Modelo’s outstanding shares. Also in Mexico, Blackstone bought General Electric’s Mexican commercial mortgage loans portfolio for $3.5 billion and obtained $3 billion in seller financing from GE. Creel García-Cuéllar Aiza & Enriquez, Gibson Dunn & Crutcher, Haynes & Boone, and Simpson Thacher & Bartlett advised Blackstone.
Asia-Pacific
A cross-border Norton Rose Fulbright team acted for financial institution ME - formerly ME Bank - on its biggest issue of residential mortgage-backed securities (RMBS) since the global financial crisis, raising $1.5 billion. The deal comes at a time of heightened regulatory scrutiny in Australia of major financial institutions’ capital reserves being driven by the Australian Prudential Regulation Authority (APRA).
Yet another Chinese company has decided to exit the US stock market as NYSE-listed Chinese clinical research organisation WuXi PharmaTech agreed to be bought by a Chinese investor consortium for $3.3 billion with O’Melveny & Myers, Willkie Farr & Gallagher, Walkers and Zhong Lun advising. The buyers are being represented by Wilson Sonsini Goodrich & Rosati, Sullivan & Cromwell, Weil Gotshal & Manges, Fangda Partners and Conyers Dill and Pearman.
Skadden Arps Slate Meagher & Flom has had a busy July in the high-yield space acting for UBS, Credit Suisse and Guotai Junan International as the underwriters in a regulationS tap offering of high yield bonds issued by Wuzhou International Holdings, a major Chinese real estate company. It also acted for Agile Property Holdings in a $500 million regulation S high-yield offering of 9.0% senior notes due 2020; and acted for HSBC and Standard Chartered in the high-yield bonds consent solicitation launched by Agile Property Holdings, one of China's leading integrated property developers, to holders of its $650 million senior notes due April 2017 and $700 million due March 2017.
Also in China, Kirkland & Ellis advised Xueda Education Group - a Chinese provider of personalised tutoring services for primary and secondary school students – in its merger with Xiamen Insight Investment - a Chinese joint stock company.
New York-based private equity firm Warburg Pincus has bought a minority stake in Piramal Realty - the $5 billion real estate development arm of Piramal Group - for 1800 crore ($284 million). Cyril Amarchand Mangaldas acted for Piramal Realty, while Shardul Amarchand Mangaldas & Co acted for Warburg Pincus.
Clifford Chance advised Mitsubishi Corp on its $1 billion acquisition of a 20% stake in Olam International with WongPartnership advising the issuer. And in Tokyo Baker & McKenzie acted for Kyocera TCL Solar - a Tokyo-headquartered joint venture of Kyocera Corporation and Century Tokyo Leasing Corporation - on the development of a floating mega solar business in Hyogo Prefecture. The firm also advised Meiji Yasuda Life Insurance on its $5 billion acquisition of StanCorp Financial Group, which is one of the biggest acquisitions of an overseas corporation by a Japanese insurance company.
Akin Gump Strauss Hauer & Feld acted for Russian oil and gas company Lukoil PJSC on the $1 billion sale of its 50 % stake in Caspian Investments Resources – a Kazakhstan-based oil producer – to Sinopec, a Chinese oil and gas company.
Sunway’s RM 478.4 million IPO of its construction arm – Sunway Construction Group – is Malaysia’s second biggest listing this year, following the RM 2.74 billion raised in May by Malakoff Corporation. Maybank Investment Bank, RHB Investment Bank and HSBC were the joint global coordinators, joint bookrunners and joint underwriters of the IPO. Mah-Kamariyah & Philip Koh advised Sunway Construction on the IPO. Herbert Smith Freehills and Kadir Andri & Partners advised the banks led by partner Siddhartha Sivaramakrishnan.
In the first dim sum bond from a non-Chinese Asian sovereign and the first high-yield dim sum bond from a sovereign globally, the government of Mongolia issued a rule 144 and regulation S RMB 1 billion dim sum bond at 7.5% notes due 2018 under its $5 billion GMTN programme, which will list in Singapore. Shearman & Sterling represented the state under the guidance of Hong Kong partner Matthew Bersani. Local firm GTs Advocates with the firm represented the government on the sale. Allen & Overy acted as international counsel and MahoneyLiotta acted as Mongolian counsel to the banks on the transaction.
In what will be one of the largest M&A deals in Singapore so far this year, a consortium of investors led by Shanghai-listed Jiangsu Changjiang Electronics Technology (JCET) – China’s biggest chip tester – is offering S$1 billion ($742 million) for the world’s fourth-largest chip tester, STATS ChipPAC, which is controlled by Singaporean sovereign wealth fund Temasek. Herbert Smith Freehills advised JCET on its proposed takeover led by Singapore corporate partner Michael Walter and partner Nicola Yeomans. Hong Kong partners Mark Jephcott and Alex Aitken assisted on antitrust and financing aspects respectively, while Singapore partner Siddhartha Sivaramakrishnan advised on debt capital markets issues. Drew & Napier directors Sandy Foo and Farhana Siddiqui advised JCET on Singapore law issues and Allen & Gledhill is representing STATS ChipPAC and Temasek.
In the largest ever private equity buyout in Asia-Pacific, Freshfields Bruckhaus Deringer and Bae Kim & Lee advised Tesco on the $6 billion sale of Homeplus - its South Korean arm - to a group led by MBK Partners represented by Cleary Gottlieb Steen & Hamilton and Yulchon. Ropes & Gray advised the Canada Pension Plan Investment Board, which acquired a 20% stake in Homeplus.
Western Europe
One of the year’s largest Pan-European mergers took place in August as independent European bottler Coca-Cola Enterprises agreed a mammoth 3-way merger with Coca-Cola Iberian Partners and German bottler Erfrischungsgetränke. The consolidation, covering 13 countries, will form a new entity that will become the largest independent bottler of Coke in Europe, valued at around €28 billion including debt.
The newly formed company, Coca-Cola European Partners, will be based in London. The move is part of a wider strategy by the drinks manufacturer to streamline its global operations.
Several firms across Europe have been involved in the deal, among them on the UK side Coca-Cola Enterprises were advised by Cahill Gordon & Reindel and Slaughter and May. While in Spain Coca-Cola Iberian Partners were advised by Allen & Overy, with a team from London, New York, Frankfurt, Madrid, Amsterdam, Paris, Luxembourg and Brussels, Spanish firm Uria Menendez was also involved.
The Coca-Cola Company was advised by a large cross-border team at Cleary Gottlieb Steen & Hamilton, while Skadden Arps Slate Meagher & Flom provided tax advice.
Several significant deals with an Austrian element were announced in August. In a rare large issue on the Vienna Stock Exchange, Austrian state-owned bad bank, KA Finanz listed €1 billion in bonds on the exchange’s second regulated market. A team from Freshfield Bruckhaus Deringer’s Vienna and Frankfurt offices, jointly led by Freidrich Jergitsch and Christoph Gleske, represented the issuer while White & Case’s Frankfurt branch, led by Karsten Wockener acted for the lead managers: Barclays, Deutshce Bank, NATIXIS and RBI.
The other matter was a cross-border take-over of an Austria based insurer. Subject to Austrian competition authority approval, FWU acquired 100% of Skandia Austria Holding, which owns Skandia Lebensversicherungs and Skandia Invest Service, from rival, Heidelberger Leben Group, a joint-owned company held by Cinven and Hannover Ruck. Domestic firm CHSH Cerha Hempel Spiegelfeld Hlawati acted for the buyer, with joint managing partner, Clemens Hasenauer leading. Freshfields acted for Heidelberger. The team was led by Munich partners Wessel Heukamp and Christopher Diel and Vienna partner Florian Klimscha.
In France, Gide Loyrette Nouel acted on behalf of worldwide IT leader Cisco on the French aspects of the sale of subsidiary Connected Devices to Euronext Paris listed company Technicolor, for a reported figure of €550 million. Cisco, who will receive part cash part shares in the deal, were advised by a team led by corporate partners Anne Tolila and Antoine Tézenas du Montcel.
Another company selling up is the French subsidiary of Japanese Suntory Holdings, Suntory France, who are under agreement to sell cognac group Louis Royer for around €100 million, to local company Terroirs Distillers. Terroirs Distillers, working alongside Unigrains on the deal, have a team from Reed Smith in Paris advising them that includes partner Lucas d'Orgeval. A Gide Loyrette Nouel team of Hugues Scalbert, Alexis Pailleret, and Yohan Jabbour Gédéon are acting for Suntory France.
As it has through most of 2015, M&A continued to lead the way in terms of deal activity for firms in Germany in August. Among the notable transactions announced last month was the acquisition of German Tote, a betting company, by European horse-racing betting business, Pari Mutuel Urbain (PMU). The buyer, which now operates in 44 countries was represented by Hengeler Mueller and Bredin Prat. Albrecht Conrad led the German firm’s team; Jose Maria Perez headed the group advising from the French outfit.
Elsewhere, in Spain, there was activity in the TMT sector as Zegona Communications acquired leading Spanish telecommunications company Telecable de Asturias for €640 million from asset management firm The Carlyle Group. Zegona, a company established by two former Virgin employees to acquire and operate European TMT companies, was advised by a Travers Smith team led by Spencer Summerfield and Aaron Stocks. Spanish firm Cuatrecasas Goncalves Pereira acted as Spanish counsel through the deal.
Continuing a recent trend of movement in the ground and cargo handling sector in Switzerland, Chinese based HNA Group entered into a binding agreement to acquire Swissport Group from PAI partners. The CHF2.7 billion (€2.4 billion) acquisition of 100% of the company allows for the procured entity to remain a detached business, with the Chinese group looking to continue Swissport’s global expansion. HNA group was advised by a Lenz & Staehelin team led by Hans-Jakob Diem on Swiss matters, a team led by Weil Gotshal & Manges partner Peter King also acted from London on cross-border issues. Juan Picón of DLA Piper led the team advising PAI partners in the sale.
An interesting transaction for Homburger saw partners David Oser and Frank Gerhard act on behalf of Swiss Prime Site in connection with the CHF107 acquisition of nursing home provider SENIOcare Group, from private equity group Waterland.
In the UK, the most high profile acquisition of the summer was Japanese media company Nikkei’s acquisition of the Financial Times Group from Pearson for £844 million in an all cash purchase. The Group contains flagship daily the Financial Times (FT), as well as a number of other business titles including The Banker and Investors Chronicle. The deal does not include the group's London riverside headquarters which will be rented from Pearson. The sale itself involved negotiations over the title's continued editorial independence, with Nikkei stating that this would be maintained. Skadden Arps Slate Meagher & Flom (Mitsuhiro Kamiya, Scott Hopkins) acted for Nikkei on the deal with Freshfields Bruckhaus Deringer (Oliver Lazenby, Simon Marchant) acting for Pearson.
A few weeks later in a connected deal, Pearson sold a stake in another high profile brand the Economist Group. Investment company Exor increased its stake in the title from 4.&% to 43.4% through a £469 million investment. Freshfields Bruckhaus Deringer (Ollie Lazenby and Simon Marchant) acted for Pearson, Italian firm Pedersoli (Carlo Re) and UK outfit Macfarlanes (John Dodsworth) advised Exor with Linklaters (Richard Godden and James Inglis) acting for the Economist.
There was further Japanese interest in UK assets in the insurance sector, where Mitsui Sumitomo Insurance undertook a £3.5 billion bid for fellow insurer Amlin. Skadden (Scott Hopkins, Robert Stirling, Mark Darley) acted for Mitsui, with Linklaters (Aedamar Comiskey) advising Amlin. Sullivan & Cromwell (Ben Perry and Tim Emmerson) advised Goldman Sachs as financial advisor on the deal.
Skadden and Linklaters found themselves working together again on another significant matter when Delphi Automotive acquired automotive tech company HellermannTyton Group for £1.07 billion. Linklaters (Nick Rumsby and Matt Bland) advised Delphi with Skadden (James Healy and Linda Davies) acting for HellermannTyton. Paul Hastings (Randal Palach, Karl Clowry, Luke McDougall) acted for Delphi on financing and competition elements.
Other substantial acquisitions include Concordia Healthcare’s acquisition of Amdipharm Mercury Company (AmCo) from Cinven for £2.3 billion. Sullivan & Cromwell (Krishna Veeraraghavan, Matthew Hurd, Vanessa Blackmore) acted for Concordia; while Clifford Chance (Jonny Myers) advised Cinven along with Canadian firm Torys (John Emanoilidis). Jones Day (Mike Weir) advised AmCo’s management.
In the gaming sector, there was news of a proposed merger between Paddy Power and Betfair, with the combined entity estimated to have revenues of £1.1 billion. Betafir has until September 23 to make a firm offer for its rival. Freshfields Bruckhaus Deringer (Oliver Lazenby and Edward Braham) advised Betfair, with Irish firm Arthur Cox (Maura McLaughlin) acting for Paddy Power.
Finally in the capital markets, energy investor Manhaden Capital undertook an IPO on the LSE, with Herbert Smith Freehills (Nigel Farr) acting for the company and Norton Rose Fulbright (Ian Fox) advising sponsor Numis.
Central and Eastern Europe
In Bulgaria, the Sofia office of Austrian firm Schoenherr advised private equity fund EQT V with the sale of market leading cable TV network blizoo to Mobiltel, the Bulgarian subsidiary of Telekom Austria Group, for an undisclosed fee. Headed up by partner Ilko Stoyanov, the firm took the lead on the deal with Hogan Lovells assisting on English law matters. CMS teams led by Günther Hanslik in Vienna, and Gentscho Pavlov in Sofia acted for the Telekom Austria Group.
The Polish M&A market was busy over the summer months but a clear highlight was the acquisition by CVC Capital Partners of PKP Energetyka from Polish National Railways (PKP) for Zl1.4 billion, making it one of the largest private equity deals ever completed in the country. PKP Energetyka is the Polish rail electricity distributor.
CMS Cameron McKenna Dariusz Greszta Spólka Komandytowa (Dariusz Greszta, Jakub Marcinkowski, Karolina Siedlik) advised CVC, with Weil Gotshal & Manges – Paweł Rymarz (Paweł Zdort) acting for PKP.
Elsewhere there was activity in the energy sector with Tauron Polska Energia, Tauron Wytwarzanie and Polish Investments for Development (PIR) investing Zl1.5 billion in the Lagiszka power plant for the construction of a new power unit. Dentons (Piotr Dulewicz, Robert Dulewicz, Pawel Grabowski) acted for Tauron, with Weil Gotshal (Marek Durski) acting for PIR.
Despite the continuing pressure of sanctions, a currency collapse and low oil prices, it seems as though some semblance of a ‘new normal’ is taking shape in Russia, with some major deals starting to come to completion. One such example this month saw Akin Gump Strauss Hauer & Feld advising Lukoil in connection with the $1.1 billion sale of its 50% stake in Caspian Investments Resources to Sinopec. Akin Gump also advised Lukoil on a project financing deal of up to $1 billion to finance additional developments in the Shah Deniz gas field in the Caspian Sea to increase capacity.
In Serbia a notable energy sector deal saw state owned oil and gas company JP Srbijagas undertake a demerger to keep the country in line with the rules laid down by the EU’s Agreement on Energy Community. The deal sees the company’s transport and distribution activities separated from its production, supply and storage activities. JPM Janković Popović Mitić (Jelena Gazivoda, Nikola Djordjevic, Uros Markovic, Nikola Vukotic) acted for JP Srbijagas on the matter.
In Ukraine, the majority of work law firms are seeing at the moment relates to insolvency or restructuring. There have been a number of large bond restructurings by Ukrainian issuers this year, and last month, Ukreximbank, the country’s export-import bank, restructured its Eurobonds, which were due to mature in 2015, 2016 and 2018, with the assistance of local outfit Sayenko Kahrenko. Name partner and co-founder of the firm, Michael Kharenko headed the team advising the lender on the deal. One M&A deal which fell into this category saw Aequo representing Ukrainian Business Group on its acquisition of RWS Bridge Bank, which was formed during the insolvency of Omega Bank, from the Deposit Guarantee Fund. Yulia Kypra led the team advising the buyer on what was only the second deal of its kind involving a “bridge bank” in Ukraine.
While relatively few lenders are willing to gamble on Ukrainian credit risk with the country currently still at war in the east, international development banks continue to support some local businesses. None more so than the European Bank for Reconstruction and Development, which Baker & McKenzie recently advised on a syndicated $130 million facility to Nibulon, the country’s leading grain trader, last month. In what was the bank’s third loan to the company in 12 months, Ihor Olekhov led a team working alongside the firm’s Paris office on the deal.
Nordic and Baltic Region
In Lithuania, Tark Grunte Sutkiene, with a team led by Mariys Matonis, advised the bankrupted bank Snoras on the sale of its loan portfolio for a value in the region of €170 million to an international investor consortium consisting of Luxembourg-based investment funds and Deutsche Bank. The consortium was advised on the deal by a team from Cobalt led by Irmantas Norkus.
Elsewhere in the Baltics, Sorainen took the lead in advising BaltCap Private Equity Fund II, managed by the private equity group BaltCap, on the acquisition of property manager BPT Real Estate from Northern Horizon Capital. The Sorainen team covered all three countries but was led by partner Toomas Prangli in Estonia. Borenius advised the seller on the deal, with Estonian partner Aivar Taro and Latvian partner Gatis Flinters leading the team.
Africa
The Republic of Zambia released its third sovereign bond issuance since 2012 last month, issuing $1.25 billion notes due 2027. A Freshfields Bruckhaus Deringer team led by capital markets partners Peter Allen and Stuart Grider acted on behalf of the joint lead managers. Also in Zambia, a Clifford Chance team led by global head of the Energy & Resources group, Russell Wells, acted on behalf of Barclays Africa, Standard Chartered Bank, Industrial and Commercial Bank of China Limited, Bank of China Limited, Industrial Development Corporation of South Africa Limited and Development Bank of Southern Africa as lenders for the $825 million financing of a 300MW coal fired power plant and a coal mine, for Maamba Collieries.
Reporters
John Crabb – Bulgaria, France, Spain, Switzerland, Zambia
Sam Duke – United Kingdom, Poland, Serbia
Adam Majeed – Australia, China, Hong Kong, India, Japan, Kazakhstan, Malaysia, Mongolia, South Korea
Rani Mehta – Brazil, Chile, Mexico
Jon Moore – Estonia, Lithuania, Russia
Ben Naylor – Austria, Germany, Ukraine
Michael Washburn – Cayman Islands, United States