In the frenetic deal-making of May 2015, it would be hard to say whether M&A or capital markets transactions stood out more. On the M&A side, highlights included an announcement with wide ramifications for the global broadband services and tech industry. Charter Communications and Time Warner Cable announced on May 26 that they have reached an agreement to merge, with the latter corporation valued at $78.7 billion. The parties also announced an amendment to a March 2015 agreement whereby Charter would acquire Bright House Networks for $10.4 billion. Under the amended agreement, Charter and Advance/Newhouse enter a partnership of which New Charter, a public parent company established as part of the Charter-Time Warner Cable merger, will own roughly 86%. Many law firms have a piece of the deal. Paul Weiss Rifkind Wharton & Garrison, Latham & Watkns, and Skadden Arps Slate Meagher & Flom are providing legal counsel to Time Warner Cable, while Wachtell Lipton Rosen & Katz and Kirkland & Ellis are advising Charter.
Another highlight was the Williams Companies’ $13.8 billion acquisition of its MP, Williams Partners, in a stock-for-unit deal giving Williams Partners public unitholders 1.115 Williams shares for every Williams Partners unit. Baker Botts advised Williams Partners while Gibson Dunn & Crutcher and Andrews Kurth represented the acquirer. It was a busy month for Baker Botts, which also advised Colfax Corporation in its $185 million acquisition of the Roots blowers and compressors unit from GE Oil & Gas, whose counsel was Jones Day.
Yet another monumental deal saw Skadden Arps Slate Meagher & Flom advise Endo International in its $8.1 billion acquisition of Par Pharmaceutical Holdings from TPG. And in one of the month’s biggest cross-border deals, Cleary Gottlieb Steen & Hamilton provided counsel to Mexican glass manufacturer Vitro in the planned $2.15 billion sale of its glass container business to Owens-Illinois, along with manufacturing plants in Mexico and Bolivia.
Private equity in the US has hardly been blind to opportunities in Mexico following the historic energy sector reforms there in December 2013. For example Morgan Lewis acted as counsel to midstream energy firm Monterra in a joint venture with private equity leader KKR. The law firm characterizes this deal as one of the first investments in Mexico’s energy sector since Mexico’s Congress gave a green light to foreign investors with an energy focus. It stands as one of May’s two transformative midstream energy sector deals, along with Columbia Pipeline Group’s notes offering, detailed below.
On the capital markets side, May’s many equity and debt transactions were impressive for their size and variety. Once again Baker Botts was one of the most active US law firms, advising Kansas-based Tallgrass Energy on its $1.2 billion IPO. Tallgrass, with which Baker Botts has worked since May 2013, offered 41.5 million shares at a unit price of $29, in what stood as the largest IPO so far in 2015. Joint book-running managers included Citigroup, Goldman Sachs, BofA Merrill Lynch, Barclays, Credit Suisse, Deutsche Bank, Morgan Stanley, RBC Capital Markets, and Wells Fargo. Vinson & Elkins acted as counsel to the underwriters.
Cahill Gordon & Reindel advised the joint book-running managers and co-managers in hospital operator HCA’s $1.6 billion public offering, consisting of 5.375% senior notes due 2025. In another standout in the debt capital markets, Hunton & Williams advised JP Morgan Securities, Mitsubishi UFJ Securities, and Scotia Capital as joint book-running managers in Houston-based natural gas pipeline owner and operator Columbia Pipeline Group’s inaugural private offering of $2.75 billion of senior notes, in a Rule 144A/Regulation S private placement. Some of the proceeds from the offering will go toward CPG’s parent company, NiSource, to facilitate its planned separation from CPG this year, which will allow CPG to function on its own as a publicly traded firm.
New York-based attorneys of Davis Polk & Wardwell took the lead as counsel to the underwriters in one of Canada’s biggest capital markets transactions this year, the province of Ontario’s $2 billion global offering of 1.875% bonds due 2020. Davis Polk can also claim credit for advising the underwriters in Emerson Electric’s $1 billion notes offering, consisting of $500 million of 2.625% notes due 2021 and $500 million of 3.150% notes due 2025.
Finally, it was Davis Polk lawyers who advised the counterparties in $5 billion worth of accelerated share repurchase transactions with digital communication technology firm Qualcomm Incorporated. The latter is repurchasing $5 billion of its common stock.
In one of May’s largest Latin American deals, São Paulo-based Demarest advised Dow Brasil Indústria e Comércio de Produtos Químicos on a $5 billion tax-free transaction involving the merger of Dow Chemical’s downstream chlor-alkali and vinyl, global chlorinated organics, and global epoxy businesses with chemical manufacturer Olin. The parties accomplished this through a Reverse Morris Trust, i.e. a tax-free transaction whereby a company spins off assets and merges them with an acquisition target. The deal is expected to wrap up by the end of 2015, pending shareholder approval. The separation results in a business with $7 billion in combined revenue, jointly owned by Dow and Olin shareholders. M&A specialist José Diaz oversaw a team of 13 attorneys from a variety of practice areas, including regulatory, contracts, real estate, tax, infrastructure, foreign trade, labor and insurance. Shearman & Sterling served as legal advisors to Dow Chemical.
Bogotá-based firm Posse Herrera Ruiz acted as Colombian legal advisor to a syndicate of banks that provided $140 million to TPL to finance the acquisition of about 60% of Termocandelaria Power, a Cayman company, with share participation in two thermoelectric plants in Colombia, Termocandelaria and Termobarranquilla. The transaction closed on May 8. Posse Herrera Ruiz partners Mariana Posse and Álvaro José Rodríguez and associates Ofelia Díaz, María Fernanda Jaramillo, Nicolás Alonso and María Catalina Visbal served as Colombian counsel to the lenders. Walkers and Appleby acted as Cayman Islands counsel to the lenders and borrower, respectively. Led by partner Daniel Londoño, Gomez-Pinzón Zuleta was Colombian counsel to the borrower.
A similar Posse Herrera Ruiz team provided Colombian legal advice to Centennial Towers Colombia, Mexican company Polar Breeze, Dutch company Cöoperatie Centennial and Spanish company Centennial Towers in a nearly 12 million peso financing by Banco Colpatria Multibanca Colpatria. A simultaneous financing came from Scotiabank, among other financial institutions, in Mexico, providing $60 million to Centennial TWR México and Polar Breeze. The structure allows for cross-collaterization between the two financings. A pair of teams from Jones Day served as U.S. and Mexican counsel to the borrowers. White & Case provided U.S. and Mexican counsel to the lenders while Brigard & Urrutia was Colombian counsel to the lenders. The deal closed on May 7.
In Chile, Guerrero Olivos partners Sebastián Yunge and José Miguel Ried represented Empresa Eléctrica Guacolda in a refinancing of debts related to units of a power plant, through a $330 million syndicated loan and a $500 million 144 A Regulation S bonds issuance. The funds will be used to repay all existing loans for the construction of units 1 through 5 of the Guacolda power plant, with different lenders involved in each loan. Claro & Cía partners Rodrigo Ochagavía and José Luis Ambrossy, Davis Polk & Wardwell’s (New York-based) Maurice Blanco and Joseph Hadley and Shearman & Sterling’s Antonia Stolper also played roles in the deal.
Also in Chile, Morales & Besa advised EIG Global Energy Partners, as local counsel, on a joint venture with Abengoa for $2 billion to invest in projects in Brazil, Chile and Mexico. The team was led by partner Pedro Garcia, together with Francisca Perez, a partner in the tax area, and partner Alejandro Rojas, Jocelyn Guiloff, Yeny Silva, Diego Muñoz and Alfonso De Urruticoechea.
In Panama City, Arias Fabrega & Fabrega advised Banco General on the $32.15 million financing of asset purchases by Phoenix Tower International in Costa Rica and Panama. Phoenix Tower owns and runs wireless infrastructure sites. The syndicated loan closed on May 11 thanks to the efforts of Cecilio Castillero, senior counsel, Andrés N. Rubinoff, international senior associate and Marianne N. Romero, associate. Milbank Tweed Hadley & McCloy’s Caroline Walther-Meade, Zurcher Odio & Raven’s Miguel Elizondo and Alemán Cordero Galindo & Lee’s Eloy Alfaro were also involved.
Clifford Chance advised the shareholders of Menulog Group—Australia's largest online food and beverage ordering service company—on its proposed AUD$855 million ($680 million) acquisition by Just Eat, a UK-based online takeaway ordering company. The magic circle firm also advised Gateway Lifestyle, a large player on the manufactured home estate (MHE) market, on its AUD$500 million IPO—underwritten and managed by Macquarie and UBS—which is expected to be admitted to the Australian Securities Exchange in June.
China’s second-largest operator of nuclear plants China National Nuclear Power (CNNPC) planned to launch a $2.7 billion IPO on the Shanghai Stock Exchange in what will be the country’s largest in five years with Tianyuan acting for CNNPC. In the first ever deregulation of a Hong Kong DTC into a money lender, King & Wood Mallesons acted as deal counsel for an international consortium of China Travel Financial Holdings, Pepper Australia and York Capital Management Global Advisors, in its acquisition of PrimeCredit and Shenzhen PrimeCredit from Standard Chartered Bank, and the simultaneous reorganisation and financing of those entities.
Latham & Watkins—led by Cathy Yeung, William Woo and Eugene Lee—acted for China Galaxy Securities, a Beijing-based financial services provider, in its $3.1 billion H-share placing, which was Asia’s second largest follow-on offering of 2015 so far. The financial services provider completed its placing with an aggregate of 2 billion H-shares allotted at a price of HK$11.99 per share—its H-shares are listed on the Hong Kong Stock Exchange (HKSE). Kirkland & Ellis represented the joint global coordinators, which was led by Goldman Sachs, China Galaxy International and Nomura.
Kirkland & Ellis was also busy advising China Traditional Chinese Medicine on its issuance of new shares to its controlling shareholder Sinopharm and two executive directors, and its share placement to 26 professional and institutional investors for HK$8.2 billion ($1 billion). It advised the same client in its HK$11.2 billion ($1.4 billion) acquisition of an 87% stake in Jiangyin Tianjiang Pharmaceutical, the largest manufacturer of concentrated traditional Chinese medicine granules in China.
Skadden Arps Slate Meagher & Flom acted for GoldStone Investment in its $2 billion acquisition—alongside Hua Capital Management and CITIC Capital Holdings—of OmniVision Technologies, a developer of digital imaging solutions. It acted for the consortium with regard to CFIUS matters.
Advised by Norton Rose Fulbright, Korea Eximbank made a $7.2 million equity investment in the construction and operation of a 54MW hydroelectric power plant project by the Semangka River in Indonesia. It was Korea Eximbank’s first overseas equity investment since the revision of the Export-Import Bank of Korea Act in 2014.
In Japan Sullivan & Cromwell acted for Nippon Steel & Sumitomo Metal Corporation in its share exchange with Nippon Steel & Sumikin Texeng, and in a separate transaction, acted for the same client in its share exchange with Suzuki Metal Industry.
In one of the largest sukuk sales of the past four years, the Malaysian government issued $1.5 billion worth of shariah-compliant bonds. Linklaters and Malaysian law firm Adnan Sundra & Low advised the government with Linklaters partners Kevin Wong in Singapore and Pam Shores in Hong Kong taking the helm. The group of banks were advised by Clifford Chance Hong Kong partners Crawford Brickley and Matt Fairclough with Zaid Ibrahim & Co (ZICOlaw) acting as Malaysian legal counsel.
In one of the largest-ever transactions in the semiconductor industry, San Jose and Singapore-based Avago Technologies – a chip maker in the semiconductor industry – will acquire California-based Broadcom for $37 billion in cash and stock. Skadden Arps Slate Meagher & Flom is advising Broadcom while Davis Polk & Wardwell partners William Kelly, Kirtee Kapoor, Neal Potischman and Rachel Kleinberg advised Broadcom’s board of directors. Broadcom co-founder Henry Nicholas was advised by a Morrison & Forester team led by partner Robert Townsend, and Latham & Watkins acted for Avago.
Another huge deal saw PacificLight Power refinance its project facilities for the Jurong Island power generation project worth S$1 billion. This 800MW combined-cycle gas turbine power project is Singapore’s most recent privately-owned and independent power producer and the first power plant entirely fuelled by LNG. White & Case advised PacificLight led by Singapore-based partner David Gartside, who was joined by partners Steve Payne and Jonathan Olier, and Sebastian Buss in Istanbul.
One of the major deals coming out of Turkey this month represented one of the biggest cross-border transactions yet seen in the country’s ecommerce market. Delivery Hero, a German-based online and mobile food-ordering company, successfully acquired Yemeksepeti, a Turkish company offering a similar service. Hergüner Bilgen Özeke advised Delivery Hero on the matter, with Balcıoğlu Selçuk Akman Keki Attorney Partnership advising the company’s founders on their sale and the London office of Paul Weiss Rifkind Wharton & Garrison advising private equity firm General Atlantic.
Also in Turkey, the State Oil Company of Azerbaijan Republic (Socar) secured a $212 million project finance loan from Akbank for the development of the Petlim container terminal in Izmir. Petlim Limancilik Ticaret, the borrower, and guarantor Petkim Petrokimya Holding, a Socar affiliate, were advised on the matter by YükselKarkınKüçük while Akbank was advised by Baker & McKenzie and its Turkish a partner firm Esin Attorney Partnership.
In France there was a flurry of M&A deals across all sectors over the last month, the transport industry in particular seeing considerable movement. A notable deal saw SNCF Mobilités complete the purchase of the remaining shares in Eurostar International, gaining complete control of the rail operator. The deal was conditionally approved by the European Commission on the basis that the introduction of new rail operators is facilitated on the route, so as to prevent service limitations to passengers.
Headed up by Laurent Godfroid, SNCF were advised on the deal by Gide Loyrette Nouel; while Eurostar were represented by a CMS Bureau Francis Lefebvre team led by Bill Carr and Caroline Hobson.
The UK government, who sold its £757.1 million stake of Eurostar in March, was also involved in the deal and were represented by Freshfields Bruckhaus Deringer.
Elsewhere in the transport industry Dassault Aviation buy back further shares from Airbus Group. Following the move last autumn which saw them take back 9.4% of shares, they have bought another 5% at the price of €451 million. An August & Debouzy team led by Gilles August and Ferenc Gonter acted as council to Dassault, while Bertrand Cardi and Christophe Vinsonneau of Darrois Villey Maillot Brochier advised Airbus.
Staying in transport, May saw the acquisition of Worldwide Flight Services by US private equity investment firm Platinum Equity. The purchase of WFS from LBO France sees Platinum Equity add the flight services company to its multi-billion dollar asset portfolio.
A team led by Eric Lasry for Baker & McKenzie advised the American firm in France, while LBO were counselled by Xavier Jaspar and Emily Pennec of Mayer Brown.
Further movement in Paris saw Groupe Michelin offer up €600 million worth of bonds to the market. The bonds, issued at two rates for separate maturity dates, look to provide Michelin with extra corporate funding abilities.
Michelin were advised on the offering by Thomas Le Vert and Cenzi Gargaro, leading partners for the French firm White & Case.
There have also been movements in the tech sector in France this month as Orange began negotiations with Vivendi into the sale of 80% of Daily Motion. The video sharing website is looking to firm up its place as the foremost alternative website of its kind, and as such is turning to Orange to provide the necessary platform for growth. August & Debouzy partners Julien Aucomte and Pierre Descheemaeker advised Orange on the €212 million deal, while Dominique Bompoint of Cabinet Bompoint led the team assisting Vivendi.
In a similar area Santander Asset Management and UniCredit’s investment business Pioneer Investments undertook a merger to create a new +€400 billion asset management business. The two parties will each take a 1/3 stake with the remaining stake held by General Atlantic and Warburg Pincus. Key to the deal is the US operations of the business. Santander itself has failed regulatory checks in the US and the new entity will allow it to maintain operations in a different form. UniCredit has undertaken the deal in order to meet EU core capital requirements.
Cleary Gottlieb Steen & Hamilton (Simon Jay, Gabriele Antonazzo) are advising Santander Asset Management, Warburg Pincus and General Atlantic, while Slaughter and May (Michael Corbett, Mark Zerdin) and Uría Menéndez (Antonio Herrera, Eduardo Bagaría) are advising Banco Santander.
Elsewhere in the market The Greater London Authority through its vehicle Community Finance Company 1 turned to the bond markets to help finance the extension of the London Underground’s Northern Line to Battersea.
The £200 million bonds, due in 2040, will help to cover the wider project’s £1 billion cost. A similar financing approach was undertaken to help finance London’s CrossRail transport project. Lloyds Bank acted as dealer on the matter and were assisted by Allen & Overy (Geoff Fuller).
On the equity side MENA diagnostics provider Integrated Diagnostics Holdings (IDH) announced a listing price of $4.45 a share ahead of its IPO on the LSE, valuing the overall company at $668 million.
IDH, which operates in Egypt, Jordan and Sudan, announced its intention to list in January 2015. It offers pathology and molecular diagnostics, genetics testing and basic radiology to patients and laboratories.
Freshfields Bruckhaus Deringer (Pervez Akhtar, Stuart Grider) and Ogier advised the company and the selling shareholders; Shearman & Sterling (David Dixter, James Duncan, Marwan Elaraby) advised the banks Citigroup, Deutsche Bank and EFG Hermes.
Finally in M&A news South African private equity firm Brait completed the £780 million acquisition of UK fashion retailer New Look. Apax and Permira were the major selling shareholders.
Prior to Brait’s expressed interest there had been an intention to float New Look, which would have made it the latest in a line of British retail brands looking to the equity markets to raise capital following the likes of DFS and Pets At Home. The deal follows on from Brait’s acquisition of UK gym chain Virgin Active in late April.
Clifford Chance (Amy Mahon, David Pearson) acted for New Look, Apax and Permira; Linklaters (Alex Woodward) advised Brait; Fried Frank Harris Shriver & Jacobson (Graham White, Dan Oates) advised New Look’s management; and Macfarlanes (Philippa Byrne, Harry Coghill, Robin Vos) advised Singh Family Trusts on the acquisition of a 10% stake.
There were developments in the Spanish banking sector this month as Caixabank announced its takeover of Barclays’ retail, corporate and asset management operations in the region. The deal, valued at €800 million, is further evidence of Barclays exit plan from the European retail banking sector as it looks to implement similar exit strategies in France, Italy and Portugal, and concentrate on its British and American operations.
A team led by Víctor Xercavin of the M&A practice at Cuatrecasas Goncalves Pereira advised both parties in this deal, providing assistance with regulatory authorisation and commercial aspects as well as the acquisition itself.
Cuatrecasas played their part in another M&A deal emerging in Spain over the last few days. Allianz Capital Partners and Bastion Infrastructure Group, of Germany and Canada respectively, acquired a 100% stake in three of construction and infrastructure group, Comsa Emte’s, infrastructure assets. The deal concerning two metro lines in Madrid and one in Barcelona was completed for an undisclosed fee, as both of the involved parties look to increase the level of their investment in Spain.
Comsa Emte were advised on the sale by Cuatrecasas and fellow Spanish firm Uria Menendez guided Allianz and Bastion through the procedure.
The Bulgarian arm of Austrian firm Wolf Theiss helped complete a deal this month which saw STS Medical group acquire Salvamed as part of a wider purchase of parent company Luigi Salvadori. The deal will see SRS become the prominent force in medical device supplies, in Bulgaria and across the continent.
Nordic and Baltic Region
It was a fairly busy month in Lithuania with a number of firms working on a number of deals. One of the most notable saw a team from Sorainen, led by partner Tomas Kontautas, advising SEB Bank on the financing of the Palanga bypass project, the first public-private partnership financing in the Lithuanian transport sector. Kontautas was also active, along with partner Algirdas Peksys, as the firm advised AIG on the establishment of a shared services centre in Vilnius, which will provide insurance support activities for Northern and Eastern Europe.
Elsewhere, the firm now known as Cobalt assisted Invalda INVL, a Lithuanian asset management and investment company, on the sale of Bank Finasta, and the Finasta brokerage company, to Šiaulių bankas in a deal worth more than €6 million.
There was a rare joint venture deal for Gide Loyrette Nouel in Algeria as multinational industrial gas producer Air Liquide joined forces with Fonds National d'Investissement (FDI) to provide industrial gases to Algeria. Air Liquide will comprise 49% of the partnership, with FDI of Algeria making up the remainder.
The venture, agreed at a landmark convention for Algerian progress, will seek to supply gases for strategic industrial plants around the country and should go someway towards improving its industrial production. This is not the first instance of investment into the Northern African jurisdiction by Air Liquide who purchased Algerian industrial equipment company SIDAL in 2008.
Christopher Cooper - Latin America
John Crabb - France, Spain, Portugal
Sam Duke - United Kingdom
Adam Majeed - Australia, China, Hong Kong
Jon Moore - Lithuania, Russia, Turkey, Malaysia, Singapore, Japan, Indonesia
Ben Naylor - Austria, Germany, Oman
Michael Washburn - North America