Private equity’s close involvement in transformative deals in April 2015 extends from the real estate to cybersecurity to the energy sector, to name only a few areas.
Simpson Thacher & Bartlett can claim credit for helping to engineer one of 2015’s largest deals thus far. The firm advised longtime client Blackstone Capital on the $23 billion acquisition of real estate assets from GE Capital Real Estate, with closings anticipated later in 2015.
But transformative, multibillion-dollar transactions were hardly limited to real estate. Kirkland & Ellis played a prominent role in M&A, acting as counsel for technology firm IGATE in its $4.04 billion acquisition by consulting and outsourcing company Capgemini. The $4.04 billion valuation for the target company reflects a price of $48 per share. Another transformative merger in April was largely the work of Ropes & Gray, which advised Welsh Carson Anderson & Stowe in an agreement to sell Ardent Medical Services to Ventas, a REIT, for $1.75 billion. Ventas, in turn, reportedly plans to sell off Ardent’s hospital operations following an expected mid-2015 closing of the acquisition.
In Raytheon’s $1.9 billion acquisition of Websense from Vista Equity Partners, Fried Frank played an indispensable role as counsel to Vista. In acquiring Websense, Raytheon gains access to the TRITON cybersecurity system, designed to shield sensitive data from theft.
The global capital markets were bustling in April, and U.S. firms played a prominent role. Skadden Arps Slate Meagher & Flom was at the forefront of cross-border debt transactions, advising Sinopec Group Overseas Development Limited, a subsidiary of China Petrochemical Corporation, on senior notes offerings, breaking down into five tranches, total values of $4.8 billion and €1.5 billion. The deal comes hot on the heels of Sinopec’s $1 billion notes offering in June 2014, in which Davis Polk & Wardwell represented Citigroup, Goldman Sachs, among others, as underwriters.
In the energy sector, Vinson & Elkins acted as counsel to Next Wave Energy Partners in private equity firm Energy Capital Partners’ investment of up to $500 million in equity capital in Next Wave. The purpose of the investment is to foster the development and expansion of midstream and downstream assets.
But surely it is DLA Piper that can claim credit for one of the most innovative energy sector deals of the year. The global firm advised marine transportation company TOTE in a number of deals revolving around operation of what purport to be the first natural gas-powered container ships ever constructed. The vessels started out at an inauguration ceremony at a General Dynamics shipyard in San Diego on April 18, benefiting from two fuel supply agreements with LNG distributors negotiated by DLA Piper attorneys. While the deals’ long-term influence remains to be seen, the deal stands out as a possible milestone in the transition from bunker fuels to LNG in maritime shipping.
Buenos Aires-based firm Zang Bergel & Vines Abogados advised BACS Banco de Crédito & Securitization in the issuance of class 5 notes, under the bank’s global note program for up to $150 million. The bank completed the placement and issuance of the notes for AR$ 150 million. The notes will mature 21 months from its issue date, were issued at a price of 100% of the face value and incur interest at 27.48% each year. Carolina Arroyo led the team that included associates Pablo Nisim Schreiber and Magdalena Bibiloni.
In Brazil, Demarest’s M&A specialist José Diaz has led the team advising Dow Brasil Indústria e Comércio de Produtos Químicos on a $5 billion tax-free global deal that involves the severance of Dow Chemical’s chlor-alkali and vinyl, global chlorinated organics, and global epoxy units and merger of the downstream businesses with chemical manufacturer Olin in a Reverse Morris Trust, a tax-free transaction in which a company spins off assets and merges them with a target company. The deal is expected to be finalized by the end of 2015 and is expected to establish a business with $7 billion in combined revenue that's jointly owned by Dow and Olin’s shareholders. On another acquisition, partner Paulo Frank Coelho da Rocha and his team advised Smart AD Server France on the acquirement of quotas representing 99% of the capital stock of Smart AD Server do Brasil held by AuFeminin. The EUR37 million transaction was closed on April 20, 2015.
The capital markets team of the Colombian office of Philippi Prietocarrizosa & Uría advised initital purchasers BBVA Securities and Morgan Stanley on BBVA Colombia's issuance of its $400 million 4.875% tier 2 Notes due 2025. Partner Hernando Padilla led the team that closed the issuance on April 21, 2015. Brigard & Urrutia was the Colombian advisor to the issuer.
In the first bond issuance in Dominican Republic’s hospitality sector, and the first issuance in the local stock market to be secured by a trust, Pellerano & Herrera counseled Grupo Popular in a $100 million corporate bond issuance of Desarrollos Sol, a local subsidiary of hotel group Meliá. The transaction marked the client’s first issuance in U.S dollars outside of Europe. Mariangela Pellerano led the team that completed the issuance, which is guaranteed by a collateral trust managed by Fiduciaria Popular, a subsidiary of Grupo Popular, and a joint guarantee of Meliá Hotels International, a company of Meliá Group.
Mexico City-based firm Galicia advised Corpovael on its third offering of notes under the long-term debt program that the launched in 2012. José Visoso and Maurice Berkman led the team that finalized the issuance on April 2015. The notes, guaranteed by collateral on real estate, represent a share of the revenues received from the construction and sale of residential housing, the main business of Corpovael. On a similar transaction, partner Bernardo Martinez Negrete led the team that advised a syndicate of underwriters on the public offerings of notes by Organización de Proyectos de Infraestructura. The proceeds of the offering of notes is expected to be used for the refinancing of Organización de Proyectos de Infraestructura’s debt with Goldman Sachs.
Clifford Chance in Perth acted for Apache Corporation – an independent US oil and gas company – in the $2 billion sale of its Australian division to Macquarie Capital Group and Brookfield Asset Management. Perth-based Peter Jarosek of Corrs Chambers Westgarth advised the Australian investment bank and Toronto-based asset management company in the transaction. Also Weil Gotshal & Manges and Minter Ellison advised US document and data storage company Iron Mountain on its proposed $2.1 billion acquisition of Australia’s Recall Holdings. Sidley Austin’s Chicago partners and Allens’ Sydney partners represented the target company.
On the equity side in Hong Kong, Mayer Brown JSM advised UBS Securities as the sole sponsor and UBS AG, CMB International Capital and CCB International Capita as underwriters on the $302 million global offering and listing of Shanghai Haohai Biological Technology on the Hong Kong Stock Exchange (HKSE).
On the debt side, Norton Rose Fulbright and Latham & Watkins advised China Shanshui Cement Group - one of the largest producers of clinker and cement in China – in its issuance of $500 million 7.5% notes due 2020, which have been listed on the (HKSE). Shearman & Sterling advised the underwriters, the joint global coordinators, lead managers and bookrunners BOC International, Credit Suisse and Morgan Stanley.
In the largest sale of shares on the Indian stock exchange so far, Luthra & Luthra led by partner Manan Lahoty advised Goldman Sachs (India) Securities in a $3.2 billion divestment of stakes held by Japanese pharmaceutical company, Daiichi Sankyo, in Sun Pharmaceuticals.
In a project that will cost roughly ¥12.5 billion, Baker & McKenzie advised sponsors United Corporation, Renova and Kuni Umi Asset Management on their plans to develop and invest in a woody biomass power plant with a generation capacity of 20 MW in Akita, Japan. The plant will be the largest power generation facility of its kind, using only woody biomass as fuel in Japan's Tohoku region. In another deal, Freshfields Bruckhaus Deringer advised Japan Tobacco International (JTI) on its acquisition of Logic Technology Development, one of the leading e-cigarette brands in the United States.
Malaysian oil and gas firm SapuraKencana Petroleum signed a $2.3 billion Islamic loan facility with a consortium of lenders led by Maybank. Watson Farley & Williams Asia Practice (WFWAP) led by partner Andrew Nimmo advised SapuraKencana. Singapore-based partner Jason Humphreys from Allen & Overy represented the consortium.
Latham & Watkins acted for the government of Pakistan in its divestment of a 41.5% stake in Habib Bank in a deal worth $1 billion. Partners Nomaan Raja and David Boles were legal counsels on the transaction.
Despite a relatively disappointing economic position, there continues to be activity in the Turkish market. This month that included the acquisition by Nipponham of a 60 % stake in the Turkish broiler chicken producer Ege-Tav. The buyer is a Japanese company that runs the world’s fifth largest fresh business and this investment is intended to expand its operations both within Turkey and the wider region. Nipponham was advised on the deal by Hergüner Bilge Özeke while a team from Esin Attorney Partnership provided assistance to Ege-Tav.ß
Also in Istanbul, there were a couple of public-private partnership (PPP) deals completed this month in the healthcare sector. The first saw the Ministry of Health and Bilkent Ankara Entegre Saglik Hizmetleri Yatirim ve Isletme (BAESHYI) – a special purpose company incorporated for this project – complete a deal to secure €890 million of financing for the Bilkent Ankara Integrated Health Campus Project. Local law firms Yegin Ciftci and Hergüner Bilgen Özeke advised the sponsors on the Turkish law aspects of the deal while Clifford Chance and Freshfields Bruckhaus Deringer advised on the English law aspects. The second PPP deal saw Hergüner Bilgen Özeke advise Turkiye Is Bankasi on the $240 million financing of a new healthcare project in Isparta, a city in the southeast of Turkey, an unusual deal in that there was only one lender instead of a consortium providing the capital.
Elsewhere in Turkey, Turunç and Cleary Gottlieb Steen & Hamilton advised international information and technology services company group IMS Health, on Turkish and international matters respectively, on its $521 million acquisition of certain information solutions and customer relationship management businesses of Turkish group Cegedim. Cailliau & Colakel and Ashurst fulfilled the same legal roles for Cegedim.
April was a relatively quiet month in France but saw some major deals emerge as numerous French corporations were acquired by foreign investors.
The biggest deal of the month saw Finnish telecom giant Nokia take a commanding stake of faltering French company Alcatel-Lucent in a deal worth €15.6 billion. Seen as a bid to become the largest telecom company in the world, the deal gives Alcatel-Lucent’s shareholders a 33.5% stake in the company on the basis of an Alcatel-Lucent share equating to 0.55% of a new share, leaving Nokia’s shareholders the remaining 66.5%.
Skadden Arps Slate Meagher & Flom and Sullivan & Cromwell led proceedings in this transaction. A London-based Skadden team led by Scott Simpson, Armand Grumberg and Michal Berkner advised Nokia with the aid of Roschier, a Finnish firm managed by Paula Linna.
Sullivan & Cromwell partners Rich Morrissey and Gauthier Blanluet headed up the team for Alcatel-Lucent in London and Paris respectively, while a Latham & Watkins team under partners Patrick Laporte and Pierre-Louis Cléro represented the board of directors.
Another acquisition within France saw American transport logistics company XPO Logistics buy Lyon-based transport and freight company Norbert Dentressangle in a deal worth €3.24 billion. When the deal closes later this year it will give XPO a considerable 95% share hold in the company, a position from which it will look to squeeze out the remaining minority shareholders and delist the company.
Led by Bertrand Cardi, French firm Darrois Villey Maillot Brochier acted on behalf of XPO, while Adam Emmerich and Sebastian Fain of Wachtell Lipton Rosen & Katz ran the deal stateside; Norbert Dentressangle were counselled by Bredin Prat.
A further notable deal saw French insurance broker Gras Savoye selling its remaining 70% of shares to Willis Group Holdings, the multinational risk advisor, insurance brokerage and re-insurance brokerage, in a deal worth over half a billion Euros. Thierry Schoen and Emmanuel Durand of Clifford Chance acted for Willis Group Holdings; Gras Savoye were represented by Stephenson Harwood.
Germany’s second biggest lender, Commerzbank, took measures to improve its capital ratio last month announcing a $1.4 billion capital increase. Hengeler Mueller partners Wolfgang Groß and Hartwin Bungert headed a team, which worked alongside Davis Polk & Wardwell, advising the bank.
Meanwhile, Germany’s largest lender, Deutsche Bank, announced it plans to cut its share in its retail banking arm Postbank to less than 50% as it seeks to increase profits after its hefty $2.5 billion Libor-rigging fine.
Another German business being prepared for entering the markets is women’s fashion group CBR. The company’s owners, fund EQT, are preparing the group in a dual-track process, with an IPO the favoured option but an outright sale possible at the right price – in excess of $1.1 billion.
One notable German bond sold in April was Stada’s $300 million corporate issue subscribed to by consortium of Commerzbank, DZ BANK, HSBC and UniCredit, which was placed with institutional and private investors in more than ten countries. The Bad Vilbel located pharmaceutical company was represented by a team from Ashurst in Frankfurt led by Tobias Krug.
In the funds space, Capiton raised €440 million for its fifth vehicle, which focusses on investments in medium-sized enterprises in German speaking Europe. The deal was concluded with the assistance of a team from P+P Pöllath + Partners led by Amos Veith.
Not for the first time this year, a pharma deal stole the financial news headlines for Ireland in April, although the matter is far from complete. Dublin domiciled over-the-counter drug maker, Perrigo, was subject to a hostile $31 billion, around $222 per share, offer in cash and stock from generic manufacturer Mylan. This initial offer and two subsequent bids have all been rejected by the Irish group but negotiations continue. Mylan is also being targeted by an industry rival. The world’s largest generic manufacturer, Teva, bid close to $41 billion for Mylan last month, an offer that was also rebuffed.
In Italy, a headline-grabbing capital markets matter saw Norton Rose Fulbright involved acting for Autostrada Brescia Verona Vicenza Padua, the Italian motorway concession company on its €600 million notes issue. The deal is the first such public issue done under the new Italian project bond legislation and the proceeds will be used to pay debts linked to the construction of the A31 Valdastico motorway. Project bonds are increasingly being seen as an alternative form of financing for certain infrastructure projects across Europe, although the scope of their use is still limited to certain sectors.
Coming at the tail end of the month in Spain was a public offering from telecommunications giant Telefónica to the value of €3 billion. A Davis Polk & Wardwell team led by Andrés Gil and Michael Willisch advised on the deal which saw the Spanish firm offer 281,213,184 of its shares.
The Swiss market saw a sizeable M&A deal as travel retailer Dufry bought a 51% stake in World Duty Free from Italian rival Benetton for €1.3 billion. The acquisition positions Dufry as the world’s largest travel retailer, and is their second such deal in the last year having bought Nuance Group for $1.7 billion just 10 months ago. Slaughter and May sat on the other side of the table from Italian "best friends" Bonelli Erede Pappalardo in this deal, with finance partner Mathew Tobin of Slaughter leading the way. Dufry were given advice on US law by Wachtell Lipton Rosen & Katz, Swiss Law by native firm Homburger and advised on Italian local law by Origoni Grippo Cappelli & Partners.
In the UK, there was a fairly even split between capital markets and M&A deals. On the LSE there was a notable slowing of activity in anticipation of the UK general election but some offerings still got through in April. The most notable was the IPO of banking and financial services entity the Shawbrook Group, which came in at £725 million. Slaughter and May, Paul Weiss and Macfarlanes all took a role.
Another notable deal was a secondary offering by services company the Serco Group. The £555 million deal was matched with a substantial refinancing operation. Clifford Chance took the key role.
On the M&A side the most significant matter by far was the offer made by Royal Dutch Shell for BG Group. The cash and share offer was estimated at £47 billion and the deal is being viewed as a way for Shell to pursue its ambitions in the LNG and deep water sectors. Slaughter and May, Freshfields Bruckhaus Deringer and Cravath Swaine & Moore all had roles to play on the deal.
Elsewhere Allen & Overy, Linklaters and Slaughter and May all acted on the acquisition of a stake in Virgin Active by South Africa's Brait. The sellers were Virgin Group and private equity firm CVC Capital Partners and the whole deal was worth £682 million.
Clifford Chance, Greenberg Traurig and Skadden took the lead on one of the market's largest deals by value, the sale of food manufacturer Iglo to Nomad Foods for €2.6 billion.
Nordic and Baltic Region
In Lithuania pan-Baltic firm Raidla Lejins & Norcous advised Atea Baltic, the largest provider of IT solutions and services in the Baltics, on its purchase of Lithuanian IT and data transmission solutions provider Baltnetos komunikacijos for €10.4 million. The target was advised by Sorainen.
Fresh from its $3.2 billion acquisition of rare disease drug maker, Auspex, in March, Israeli company Teva is looking to expand again. The generic manufacturer bid $41 billion for Netherlands-registered, US rival Mylan in April. The offer, deemed too low, was declined but Teva has insisted it is determined and confident it will conclude it eventually. One hurdle is Mylan’s attempts to buy Perrigo for $31 billion, a deal also stalled by discrepancies in valuations. Teva has said its offer is conditional on the Perrigo takeover not going ahead, which is one reason Mylan, a company that has said it intends to remain independent, is expected to continue pursuing the deal.
A strategically important deal for Saudi Arabia finalised in April saw the country’s state-owned agricultural investment arm acquire a controlling stake in Canadian grain handler CWB in a bid to help improve the country’s food security. The deal saw SALIC (Saudi Agricultural and Livestock Investment Co) and its joint venture partner US grain trader Bungeon secure a 50.1% share of CWB for $201 million.
As the majority state-owned UK bank, Royal Bank of Scotland, seeks to decrease its exposure abroad to focus on its home market, the lender sold a large portfolio of loans in the UAE in April. Commercial Bank of Dubai acquired the book worth around $816 million.
April heralded the return of Egypt to the global capital market as Baker & McKenzie advised snack food company Edita Food Industries on its IPO. Edita has listed $263 million worth of shares on the Egyptian stock exchange initially, a significant transaction that reflects well on the North African country’s economic progression. Edward Bibko, EMEA head of capital markets ran the offering for Baker & McKenzie and Hatem Soliman was lead partner in Egypt.
Christopher Cooper – Latin America
John Crabb – France, Switzerland, Spain, Egypt
Sam Duke – United Kingdom, Italy
Hill Choi Lee - India, Malaysia, Pakistan
Adam Majeed – Australia, China, Hong Kong, Japan
Jon Moore – Turkey, Baltic Region
Ben Naylor – Germany, Ireland, Israel, Saudi Arabia, United Arab Emirates
John Crabb – France, Switzerland, Spain, Egypt
Michael Washburn – North America