March turned out to be an exceptionally strong month for cross-border M&A. Two salient features of March transactions were a deal value north of $1 billion, and/or the involvement of private equity funds.
Skadden Arps Slate Meagher & Flom advised the Permira funds in their $1.1 billion pending sale of Renaissance Learning to Hellman & Friedman, represented Jos A Bank Clothiers in its $1.8 billion acquisition by The Men’s Wearhouse and advised TPG in its $1.5 billion purchase of The Warranty Group. In a deal south of $1 billion, but with a notable private equity component like the Permira deal, Davis Polk advised MSCI in relation to the $364 million sale of its subsidiary, Institutional Shareholder Services, to Vestar Capital Partners.
Paul Hastings represented HIG Capital in the sale of American Hardwood Industries to Baillie Lumber for an undisclosed amount. In yet another deal with a strong private equity aspect, Morgan Lewis & Bockius represented Sun Capital Partners in an affiliate’s sale of power train product distributor Certified Power to an affiliate of Brinkmere Capital Partners for an undisclosed amount. Paul Hastings advised RBC Capital Markets in relation to aspects of $1.6 billion for Media General’s planned acquisition of Lin Media.
Cadwalader Wickersham & Taft, a law firm more commonly known for its derivatives and regulatory expertise than for M&A, represented Mercuria Energy Group in the acquisition of JPMorgan’s physical energy and commodities business for $3.5 billion.
One March deal illustrated how the smallest jurisdictions can be some of the most critical in transformative global transactions. Offshore law firm Ogier acted in conjunction with lawyers in the New York office of Latham & Watkins, providing counsel to Citigroup, Morgan Stanley, and KKR regarding the acquisition of Del Monte Foods’s consumer canned foods business by Singapore-listed Del Monte Pacific for $1.7 billion. Various BVI entities retained Ogier’s counsel to help them with the provision of security to cover the debt put forward by the lenders. The deal is a good example of the role of offshore law firms that may be of modest size compared to the global giants, but provide indispensable local advice for critical components of cross-border funding packages.
On the debt financing side, two monumental deals happened in the same month. March 2014 holds a record as a month in which Petrobras undertook one of the year’s largest bond sales – an $8.5 billion offering – and Exxon Mobil made a triumphant return to the debt capital markets after a two-decade absence with the sale of $5.5 billion of bonds in a five-part, fixed- and floating-rate note offering. In the former deal, Shearman & Sterling lawyers in New York, Washington, and Sao Paulo advised lead managers Bank of China (Hong Kong) Limited, Banco Bradesco, BB Securities, Citigroup Global Markets, HSBC Securities, and JPMorgan Securities, along with co-managers Banca IMI and Scotia Capital.
In another Shearman debt transaction, the firm advised Goldman Sachs, Merrill Lynch, Barclays Capital, Citigroup Global Markets, Credit Suisse Securities, and Deutsche Bank Securities as joint book-running managers in Novartis Capital Corporation’s $4 billion notes offerings. Meanwhile, Davis Polk advised SLM Corporation, also known as Sallie Mae, in its $850 million notes offering.
On the equity capital markets side, Shearman & Sterling advised JPMorgan Securities and Goldman Sachs as representatives of the underwriters in Atmos Energy’s offering of 9,200,000 shares of common stock, Davis Polk advised Morgan Stanley, Goldman Sachs, Citigroup Global Markets, and Merrill Lynch in a $1.07 billion common stock offering by ING US, Cahill Gordon & Reindel represented Citigroup as sole book-running manager in PBF Energy’s $382.5 million common stock offering, and Cahill acted on behalf of BofA Merrill Lynch, Citigroup, JPMorgan, Mitsubishi UFJ Securities, US Bancorp, and Wells Fargo Securities as joint book-running managers and co-managers in a $400 million public offering by R R Donnelley & Sons.
In Argentina Marval O’Farrell & Mairal acted as sole legal advisor to Banco de Valores as arranger, trustee and placement agent and CartaSur Cards as trustor when they established the Financial Trust “CartaSur X” under the Financial Trusts Global Program “SECUVAL II” for the issuance of Senior and Class B securities. The firm also counseled the sellers in the acquisition of Hunt Mobile Ads for an undisclosed amount. Hunt Mobile Ads was founded in 2010 and is based in Buenos Aires, Argentina with additional offices in Brazil, Mexico, Colombia, and Chile. Partner Hernan Slemenson and senior associate Agustina Ranieri worked on this deal.
Elsewhere Estudio O´Farrell advised YPF in the new placements of Class XXIX notes under its MTN program launched in 2008 and updated last April to allow the issuance of additional notes for up to $5 billion. Tanoira Cassagne was legal counsel to the underwriters and arrangers of the notes.
Finally Tanoira Cassagne Abogados advised Bayer CropScience when it signed an agreement to acquire Biagro Group, headquartered in Gral Las Heras, Provincia de Buenos Aires/Argentina, a producer and distributor of biological seed treatment solutions. The deal closed on March 19.
In Colombia, Cementos Argos followed a growing trend among Colombian companies, retaining a global law firm to help it make a major step toward expansion of its operations outside the country. The company relied on Milbank Tweed Hadley & McCloy and partner Carlos Albarracín in particular, in efforts to obtain a $600 million five-year loan in order to acquire the Florida cement and concrete business of Vulcan Materials. Milbank represented HSBC as administrative agent and Merrill Lynch, HSBC Securities, Itaú BBA and JPMorgan Securities as lead arrangers of the loan.
In Ecuador, The Republic of Ecuador retained Hogan Lovells to negotiate a multi-million dollar facility agreement with the Japan Bank for International Cooperation and the Ministry of Finance of Ecuador. Japan Bank for International Cooperation granted a loan to be used the state-owned television and radio network to upgrade its systems and equipment, primarily with Japanese goods and services provided by qualified exporters. The agreement was signed on March 25 2014 and is the first to be extended by Japan Bank for International Cooperation to Ecuador since 2007.
In the largest ever global mining project financing, Latham & Watkins acted for Roy Hill and project sponsors Hancock Prospecting, Marubeni, POSCO and CSC in the $7.2 billion financing for the construction of the $10 billion Roy Hill iron ore project in the Pilbara region of Western Australia. Allen & Overy advised the export credit agencies Export-Import Bank of Korea, Korea Trade Insurance Corporation, Japan Bank for International Cooperation, Nippon Export and Investment Insurance and Export-Import Bank of the United States.
Close by in Papua New Guinea, King & Wood Mallesons advised Oil Search - Australia’s fourth-largest oil and gas producer - on its $900 million agreement to acquire a 23% stake in the Elk and Antelope gas fields in the Oceania country from Singapore-based Pacific LNG, advised by King & Spalding.
Over in Hong Kong, Milbank Tweed Hadley & McCloy advised Haichang Holdings in the $316 million global offering and IPO of its shares on the Hong Kong Stock Exchange – the first global offering by a theme park operator in Hong Kong.
In India Amarchand & Mangaldas have had a busy month and acted as Indian counsel on one of the largest block trades involving an Indian company when it advised Axis Bank on a $905 million block trade alongside foreign firm Jones Day. The firm also acted for Technology Frontiers India in selling a minority stake to Sports Investment Fund, who was represented by J Sagar Associates.
In Singapore Clifford Chance and Freshfields Bruckhaus Deringer were involved in the Temasek 25% stake purchase of retail chain AS Watson for $5.6 billion. This deal made Temasek the second largest stakeholder in Watson, which is a leading health and beauty retailer with over 10,000 stores spread across Asia and Europe.
Further south in Indonesia, Sidley Austin acted for Malaysian mobile telecommunications carrier Axiata Group on PT XL Axiata’s - its Indonesian subsidiary - $865 million acquisition of rival PT Axis Telekom Indonesia from Saudi Telecom.
Eversheds was involved in a multijurisdictional deal when it advised Brady Corporation on the sale of its Asian and European Die-Cut business to US based Boyd Corporation. This cross-border transaction was led by the firm’s UK and China office and also involved its German, Singaporean and Swedish offices.
Europe, Middle East & Africa
The most significant deal in Belgium last month saw White & Case advise the European Investment Bank (EIB) as the provider of credit enhancement on a €577.9 million project bond for the financing of the A11 motorway in Belgium.
The public-private partnership (PPP), which is due for completion in 2018, is the first greenfield project to receive credit enhancement under the EIB Project Bond Initiative, whose aim is to stimulate project investment through the capital markets. The project is being designed and built by a public-private consortium of Via Brugge and Via Invest.
Throughout March the French market has been peppered with real estate transactions in terms of M&A and financings primarily in residential, business and commercial real estate, hotels and casinos. One of the larger transactions announced in mid-March was Blackstone Group’s agreement to buy warehouses from Foncière des Régions (FDR) for €473 million. The acquisition comprises 17 logistics platforms in France and Germany with 8 million square feet of space; 60% of FDR’s logistics assets. The deal will allow FDR to focus on leasing offices to big companies, the German residential market and to service provision to the hotels and restaurant industry. De Pardieu Brocas Maffei advised FDR and DLA Piper represented Blackstone.
In March Vivendi also agreed to enter into exclusive negotiations for three weeks with Altice-Numericable over the possible sale of its mobile phone network SFR. Altice has come out of a bidding war with Bouygues Telecom and put an offer on the table valuing SFR at €15 billion. The deal would see Altice pay €11.75 billion and hand over a 32% stake in Numericable to be combined with SFR and might involve an €8 billion debt issuance. Vivendi is attempting to deepen its capital base and exit the telecoms sector in order to make further investment in TV and music. The legal side of the deal involves a raft of advisors including Franklin, Ropes & Gray and Mayer Brown for Altice-Numericable and Allen & Overy, Cabinet Bompoint and August & Debouzy for Vivendi.
Elsewhere, Allen & Overy advised CDC International Capital on the formation of a new €300 million fund dedicated to the French market together with Mubadala Development Company. The collaboration between French and UAE state-owned funds will likely target equity investments in French companies but also potential investments in real estate and infrastructure projects. Marc Castagnède and Brice Henry advised CDC on the corporate and regulatory aspects, respectively, while Clifford Chance’s Gilles Lebreton advised Mubadala.
An Allen & Overy team led by Hervé Ekué and Dan Lauder also advised BNP Paribas on a €1.5 billion issuance listed on the Paris Euronext on 20 March to help the bank meet Tier 2 capital requirements, while Alexandre Ancel was leading another team for Société Générale on the $220 million sale of its private banking business in Singapore and Hong Kong (ad a part of the Dubai business) to DBS Bank. The latter is expected to complete in late 2014.
Elsewhere Cleary Gottlieb Steen & Hamilton advised Veolia Environnement on an agreement signed on 25 March with EDF. The agreement, awaiting competition authority approval, will split the operations of joint-venture company Dalkia into a French domestic company, run by EDF, and Dalkia International, for Veolia Environnement. As part of the deal Veolia will pay EDF €550 million. The Cleary team is being led by Anne-Sophie Coustel.
March saw White & Case continue to win capital markets mandates in Paris. The firm acted for Coface on a €380 million hybrid offering at 4.125% due 2024 by Group Coface and guaranteed by its export credit agency and advised Suez Environnement on its €350 million bond offering (OCEANE – convertible or exchangeable for new or existing shares) due 2020. Partners Séverin Robillard, Thomas Le Vert, Colin Chang, Gilles Endréo and Philippe Herbelin were key advisors on the issuances.
A potential high profile IPO is also bubbling in the background in the French market. In March Eurazeo hired Rothschild to advise on the potential IPO in France of Europcar Groupe, one of Europe’s biggest car hire companies and a multi-billion euro corporation. The deal is still at embryonic stage.
March was another busy month for German M&A, although largely for mid cap deals. One substantial transaction was, however, concluded. German energy company RWE sold its oil and gas business to the LetterOne group for €5.1 billion. The Luxembourg listed investment vehicle was established by Mikhail Fridman and German Khan to reinvest some of the €14 billion the pair raised selling their stake in the TNK-BP oil venture. RWE Dea, which reported its first net loss since 1949 this month, has assets in 14 jurisdictions worldwide. The acquisition is the first LetterOne Group has made since it was. Hengeler Mueller and Slaughter and May represented RWE on the sale, and Linklaters advised LetterOne.
March was a good month for M&A lawyers in Ireland with substantial deals announced towards the beginning and end of the month. The more recent of the two deals saw Bord Gais’ protracted and protested privatisation of its energy business draw closer to its conclusion - expected in June - after the company disposed of 17 wind power projects. Quebec based energy company, Brookfield Renewable Energy, was the acquirer, securing what amounts to a 15% share of Ireland’s wind energy capacity for €700 million. The acquisition was Brookfield’s first outside America and its first in Europe.
Brookfield’s deal is part of Bord Gais’ wider privatisation. A consortium comprising the renewable specialist, Centrica and iCON Infrastructure is purchasing the energy business of the Irish power distributor for €1.1 billion. The sale was necessitated by the need to repay some of the €3 billion Ireland borrowed from the IMF and the EU. A condition of its post-crisis bailout was it must raise €2 billion from selling state assets. With the conclusion of the Bord Gais deal and last year’s sale of a 20 year license to run the National Lottery, the state will have raised €1.5 billion.
The Canadian company was represented by Norton Rose Fulbright and Mason Hayes & Curran, as Irish counsel. Bord Gais are being advised by McCann Fitzgerald and Allen & Overy, Arthur Cox is acting for Centrica and Freshfields for iCON.
Nearer the start of the month, another large acquisition was signed. US fruit distributor Chiquita Brands International and its Irish rival Fyffes agreed to merge in a deal that, providing it gets clearance, will create the world’s largest banana supplier with the pair’s combined annual revenues totaling $4.6 billion. The new holding company, ChiquitaFyffes, will be incorporated in Ireland. It will have an equity value of around $1.07 billion.
Teams from Skadden Arps Slate Meagher & Flom, McCann Fitzgerald and Ohio firm Taft Stettinius & Hollister are representing Chiquita, while Simpson Thacher and Arthur Cox are advising Fyffes. Additionally, Freshfields Bruckhaus Deringer and Kirkland & Ellis are assisting Chiquita with antitrust and King & Wood Mallesons SJ Berwin is fulfilling the same role for Fyffes.
On 19 March Penguin Random House signed an agreement to purchase Spanish, Portuguese and Brazilian trade book business Santillana Ediciones Generales. The deal will see the publishing arm of the German group Bertelsmann acquire Santillana’s trade book business, which includes Aguilar, Alfaguara, Fontanar, Punto de Lectura, Suma de letras, Taurus and Objetiva. The transaction covers 21 countries in Europe and Latin America and will allow Penguin Random House to expand into Central American and Latin American markets. Cuatrecasas Gonçalves Pereira was advising Penguin Random House with a team led by Kai Christian Fischer, who heads the firm’s German desk, corporate partner Ramón Gil, competition specialist Cani Fernández and IP partner Luisa Osuna.
The London Stock Exchange (LSE) has seen its active start to 2014 continue with the announcement of the IPO of online takeaway service Just Eat. The deal will see the company list some shares on the Exchange’s new ‘high growth’ segment, which allows it to list only between 10-20% of its shares (the main market demands at least 25%). The company’s valuation is between £1.2 and 1.47 billion. Herbert Smith Freehills is advising the company while Linklaters is acting for underwriters Goldman Sachs and JPMorgan Securities. The deal follows in the wake of last month’s similar moves by Pets at Home and Poundland and marks a resurgence of activity on the exchange.
Another listing, this time with a Russian connection, saw supermarket chain Lenta make its stock market debut on the LSE. The listing, which was undertaken at the beginning of March, came about as global markets reacted to the increasing tensions in the Crimea. The falling price of the ruble and the wariness of investors showed as the stock price fell 3.4% on the first day of trading. This being said, some commentators have suggested that the timing was as good as it could be considering the worsening situation and that Russian companies looking to list in the coming months could face a much bleaker picture. Cleary Gottlieb Steen & Hamilton and Ogier advised Lenta, while Skadden and Conyers Dill & Pearman acted for the bookrunners.
Staying in the equity space, Slaughter and May, Paul Weiss and Linklaters all secured roles on a £733 million rights issue issued by insurer RSA. Slaughters and Paul Weiss advised the company while Linklaters acted for the underwriters.
Slaughter and May also secured a role on Premier Foods $£1.1 billion refinancing. The deal consists of a £353 million rights issue, a £475 million high yield bond and a £300 million revolving credit facility. The process allows for a reduction of the company’s debt from £831 million to £513 million. Other firms involved included Allen & Overy (loan facility - bank side); Herbert Smith Freehills (underwriters); Freshfields Bruckhaus Deringer (Warburg Pincus - shareholder); Latham & Watkins (high yield bond - bank side) and Cravath Swaine & Moore (High yield - Premier Foods - US law).
On the debt side of the capital markets there has been a stream of high yield issues with Shearman & Sterling (Jaguar Land Rover); Skadden Arps Slate Meagher & Flom (Stena); and White & Case (Ziomrex International Finance) all picking up work on issues or restructurings.
Finally in the derivatives space, CMS acted for SCOR on the £5 billion reinsurance of Aviva Staff Pension Scheme. The deal is the largest of its kind to date outstripping the size of the previous largest transaction by 50%.
Central & Eastern Europe
Allen & Overy picked up two notable deals in Central & Eastern Europe (CEE) last month. The first saw the firm’s Moscow office acting for two separate banking syndicates on the issue of new lending facilities to Sberbank Europe in Austria and Credit Bank of Moscow.
Elsewhere in project finance the firm’s Polish branch acted for another group of banks including mBank, PKO Bank Polski, Bank Pekao, Bank Millennium, and Bank Gospodarstwa Krajowego on the ZL1.2 billion loan to electricity company Zespol Elektrowni Patnow-Adamow-Konin for the upgrade of power units at the Patnow Power Plant and the refinancing of the company’s debt.
Staying in Poland there was also good news to emerge from the Warsaw Securities Exchange with the listing of Polish IT company Comperia.pl. Polish domestic firm Gessel advised the company on the deal.
Finally in Romania, an interesting deal emerged in the projects space with the signing of an EPC (engineering, procurement and construction) contract between an Italian consortium (Istituto Nazionale di Fisica Nucleare) and Romania’s National Institute of Physics and Nuclear Engineering for the design and implementation for the ELI (extreme light infrastructure) project ELI-NP, a physic laboratory to be built in Romania. The financing totaled €66.8 million with the funding secured from the European Commission. Tuca Zbârcea & Asociatii acted on the deal.
The sukuk (Islamic bond) market in the Middle East shows no signs of fading. Amon the more prominent transactions last month was the Islamic Development Bank €1.5 billion draw down under its $10 billion sukuk program. The Saudi based lender was advised by a multi-jurisdictional team from Norton Rose Fulbright, Dentons represented the managers and Ogier advised on Jersey law.
On 25 March Jones Day won a significant victory in its role advising Samsung C&T in Algeria. The company was awarded a $1.37 billion EPC contract by Algeria’s state-owned gas-generated electricity authority Sonelgaz to build two large combined-cycle power plants located in Mostaganem and Nama and with total capacities of 1,450 MW and 1,163 MW. The projects form part of a government initiative to build six combined-cycle plants by 2017 to meet Algeria’s power needs. Korean partner Philippe Li and Paris partner Laurent Vandomme led the Jones Day team.
Another interesting Africa transaction saw McDermott Will & Emery, with its recently souped-up Africa bench, advise on the acquisition by Johannesburg-listed packaging company Nampak of can manufacturer Alucan Packaging for $301 million. Alucan Packaging, which is based in the Agbara industrial complex outside Lagos, Nigeria, can produce 1.1 billion aluminium cans a year and has production expansion potential. The deal will significantly boost Nampak’s presence in the country, where it already manufactures food and general packaging, cigarette cartons and labels in Lagos and Ibadan. London partner Nick Azis led advising team while DLA Piper advised Nampak.
On a smaller scale, though interesting nonetheless for the highlighting the steady and increasing flow of commercial and private equity deals in Africa, CMS Bureau Francis Lefebvre advised Africa-focused SME investor AfricInvest on its acquisition of a stake in Bridge Group West Africa through its funds AfricInvest Fund II and AfricInvest Financial Sector Fund. Bridge Group West Africa is owned by Senegalese businessman Yerim Sow and owns stakes in Bridge Bank Côte d’Ivoire and Banque Nationale pour le Développement Economique au Sénégal.
Christopher Cooper - Latin America
Sam Duke - Central & Eastern Europe (CEE), UK
Hill Choi Lee - Asia/Pacific
Adam Majeed - Asia/Pacific
Ben Naylor - Germany, Middle East
Michael Washburn - North America
James Wilson - France, Spain and Africa