US corporate law firms kicked off the New Year with a number of major and transformative deals. While tech and pharmaceuticals sector M&A were quite prominent, the capital markets also saw high deal flow.
In January, Davis Polk & Wardwell led the pack through a high volume of debt and equity capital markets transactions. New York-based partner Luigi De Ghenghi and a pair of New York-based associates advised RBC Capital Markets and Deutsche Bank Securities as lead managers on RBC’s SEC-registered offering of $1.5 billion of 1.2% senior notes due 2017 and $1 billion of senior floating-rate notes due 2017. The deal is a good illustration of how Davis Polk has maneuvered itself into a long-term role as counsel for a leading global financial institution in its debt offerings. The offerings took place under RBC’s $25 billion medium-term notes program and come on the heels of many other capital markets deals for this and other leading financial institutional clients.
Partner Paul Chow advised Greenland Hong Kong Holdings in relation to its issuance of Rmb1.5 billion 5.5% bonds due 2018 through private placement. Although the Davis Polk partner and associates involved in this deal are based in Hong Kong and London, the deal nevertheless has an Americas component because Cayman firm Conyers Dill & Pearman advised Greenland Hong Kong on the Cayman Islands law aspects of the deal.
Latham & Watkins played a role in one of the most significant M&A deals of the new year. New York-based partners Edward Sonnenschein, David Kurzweil, and Stephen Amdur, and Washington-based partners Jeffrey Chenard and Manu Gayatrinah represented KKR in an agreement to acquire majority ownership of Sedgwick Claims Management Services for $2.4 billion from investors including Hellman & Friedman and Stone Point Capital. The deal is illustrative of private equity’s interest in taking over ownership of tech sector and insurance sector interests and assets. Sedgwick is a prominent provider of technology-enabled claims and productivity management solutions, handling over $2.1 million claims annually. It has 11,000 employees in 200 offices in the US and Canada. In another Latham deal squarely within the tech sector, Silicon Valley-based partner Mark Roeder advised DVS Sciences in its $207.5 million cash and stock acquisition by Fluidigm Corporation, a firm providing single-cell analysis capability to researchers in many countries. The merged company is expected to have enhanced capabilities to provide portfolios of advanced technologies for use in the proteomics and single-cell genomics markets.
Indeed, tech sector deals provided to be something of a leitmotif for January 2014, and private equity reared its head in this space time and again. Ropes & Gray partner William Shields advised TPG and its portfolio company Par Pharmaceuticals in Par’s plan to acquire JHP Group Holdings, the parent company of JHP Pharmaceuticals, for an undisclosed amount. Specialty pharmaceutical firm JHP develops and sells branded and generic injectable products.
M&A deal flow was notable in other sectors as well. Weil Gotshal & Manges acted as counsel to the special committee of the board of directors of radio broadcaster SiriusXM in connection with Liberty Media Corporation’s bid to acquire all outstanding shares of SiriusXM common stock not owned by Liberty Media. The terms of the deal have not yet been finalised.
Brazilian firms Motta Fernandes Rocha , Veirano and Machado Meyer Sendacz & Opice advised on a unique transaction involving a consortium that won a $9.4 billion concession to build a new subway line linking Brasilândia in the north of São Paulo with São Joaquim station in the Liberdade district. The transaction marked the first project in Brazil where both the operation and the construction are structured as a public-private partnership (PPP). Similar projects in the past only had PPPs for the operation with the government taking responsibility for the construction. The consortium of construction firms formed a private equity fund using the Brazilian equity investment fund structure, allowing investors to sell shares in the FIP or launch an IPO once the project is completed and construction risk is over. Machado Meyer was counsel to UTC, Veirano was counsel to Queiroz Galvão and Motta Fernandes Rocha acted for Odebrecht Transport.
Elsewhere Peru’s Rubio Leguía Normand and the New York office of Chadbourne & Parke helped energy company Eten raise $133 million to finance the construction of a 224MW single-cycle cold reserve thermal power plant in the Reque district of Chiclayo province in Northwestern Peru ( February 4 ). The deal is the first greenfield project to be financed with international project bonds in Latin America. DLA Piper and Estudio Echecopar advised the underwriter and Shearman & Sterling and Delmar Ugarte represented Corporacion Andina de Fomento in the transaction.
In Central America Consortium Centroamérica Abogados advised Ormat International on the acquisition of the first Geo Thermal project in Honduras. Jose Rafael Rivera, Carolina Castillo, Paola Giannini and Juan Gabriel Cubas worked on the deal.
Hong Kong’s first large IPO of the year emerged in January as HK Electric Investments raised $3.11 billion. The listing has fallen short of the $5.7 billion Asia’s richest man, Li Ka-shing, had anticipated to raise. HK Electric Investments is a trust from Power Assets, an international utility company, owned by Li. Bookrunners in the deal are Goldman Sachs and HSBC.
The listing was preceded by two other standout IPOs in China, that of Shaanxi Coal Industry at $657 million and Foshan Haitian Flavouring & Food, which raised $630 million.
China remains a focal point of deal activities in January as Chinese PC manufacturer Lenovo acquired Google’s Motorola Mobility unit for $2.91 billion. Weil Gotshal & Manges advised Lenovo in its acquisition with Hong Kong-based partner Henry Ong, and US-based Richard Climan and Keith Flaum in the lead. Google will keep the majority of mobile patents as prize assets. The US company was represented by Cleary Gottlieb Steen & Hamilton . Lenovo also announced an agreement to buy IBM’s server business for $2.3 billion. These deals reflect Lenovo’s objective to diversify its business into the data servers and mobile handsets streams.
Acquisition deals have also taken the limelight in Singapore where domestic firm Allen & Gledhill advised Pacific Star in its sale of the TripleOne Somerset property to a subsidiary of Perennial Real Estate Holdings for an estimated value of $756 million.
Partner Jake Robson of Morrison & Foerster in the same jurisdiction was involved in the ACE Group’s proposed acquisition of nearly 61% stake in The Siam Commercial Samaggi Insurance company.
In India, J Sagar Associates advised Nexus Ventures III, a private equity fund, on acquiring a 28.35% stake of SSN Logistics, who in turn was represented by Samvad Partners in Bangalore.
Partners Sudhir Bassi and Arindam Ghosh from local firm Khaitan & Co advised on the $930 million Morgan Stanley India buyback offer of equity shares of Cairn India. The buyback offer opened on January 23 2014.
Europe, Middle East & Africa
In France among some of the more interesting announcements was Freshfields Bruckhaus Deringer work advising Icade, the listed REIT company 64% owned by the French state’s Caisse des Dépôts et Consignations (CDC), on its €2.6 billion public offer and merger with French property rental company Silic. The newly combined company will have an asset portfolio of €9 billion with the bulk of its assets in greater Paris with offices, business parks and healthcare, although the company also owns assets in Germany, Spain, Italy and Belgium. Yannick Piette, who made partner in 2012, led the Freshfields team.
White & Case was also active and making use of the capital markets team it acquired from Linklaters in 2013. The firm, led by former Linklaters partner Cenzi Gargaro, advised the dealer group on the establishment by Caisse Centrale du Crédit Immobilier de France (3CIF) of its new €8 billion French state guaranteed debt issuance programme arranged by Deutsche Bank. The deal was approved by the European Commission within the context of state aid rules.
Energy and infrastructure proved another focus for deals. Total made news in the UK with its farm-in to stakes in two UK shale gas exploration licenses from IGas, marking the first oil and gas major to enter the UK shale gas market. Long standing legal counsel Dentons , led by Danielle Beggs and Sam Boileau, advised Total. In the infrastructure space, Gide Loyrette Nouel’s Thomas Courtel and Nadège Nguyen advised British company HICL Infrastructure Company on the acquisition from Bouygues Construction of the University of Burgundy PPP contract for the design, construction, financing and maintenance of four buildings. The deal was significant as it involved a Japanese lender in the form of Sumitomo Mitsui Banking Corporation Europe and was the first ever brownfield project for HICL in France.
As Europe’s largest economy and one of its most prosperous, it is not surprising Germany has been one of the busier markets on the continent in 2014, with the most significant deals closing in the M&A and debt capital markets areas.
One of the largest acquisitions in January was US drug distributor McKesson’s takeover of German pharmaceutical group, Celesio. The deal, which valued the German business at $8.6 billion, was finalised after the US corporation purchased Franz Haniel’s 75% stake in Celesio. A team from Freshfields Bruckhaus Deringer , which included corporate partners Andreas Fabritius, Arend von Riegen and Thomas Bücker, assisted Celesio. Hengeler Mueller , Germany’s leading domestic corporate firm, represented the German investor on its divestment, with Maximilian Schiessl and Thomas Meurer leading the team. McKesson, represented by Linklaters , secured a bridge financing facility through Goldman Sachs and Bank of America to fund the takeover. The two banks were represented by Davis Polk & Wardwell on the US side and Gleiss Lutz locally. Stuttgart partners Christian Cascante and Jochen Tyrolt headed the team from the German independent that advised the banks on German takeover, corporate and finance law.
It is rare to see a headline M&A deal in Germany where Hengeler Mueller is not present for one party or another, and the firm was also involved in Varo Energy’s acquisition of a 45% stake in the German Bayernoil refinery network from OMV Deutschland. Georg Frowein, Peter Weyland and Frank Burmeister were the corporate partners advising Varo, which is a joint venture between the Vitol Group and the Carlyle Group, on the deal.
Several German issuers were looking to the bond market early this year and Clifford Chance’s highly regarded Frankfurt debt capital markets practice was one of the prime beneficiaries. Group head Sebastian Maerker led teams advising the banks on Volkswagen’s Rmb1.2 billion (€144 million) issue and Bayer’s €2 billion bonds, which was the Aspirin investor’s biggest bond sale in Europe since 2006, in January. On Volkswagen’s issue the magic circle firm represented Deutsche Bank, ICBC and Standard Chartered Bank as joint lead managers, and on Bayer’s issue it advised a consortium led by Barclays, Commerzbank, Merrill Lynch and Société Générale.
In restructuring, one transaction grabbed headlines for its scope. German auto repair company ATU resorted to a pre-pack administration after several years of falling sales since 2008. The deal left private equity firm KKR with a 10% equity stake with lenders Centerbridge Partners and Babson owning the majority. The transaction included a deal to reduce the company's debt by €600 million and bound lenders Goldman Sachs and Bason to a cash injection of €100 million. The German company’s existing notes and unpaid coupons were exchanged for €157.5 million in preference shares and 4.85% equity in a newly created holding company.
Kirkland & Ellis (Kon Asimacopoulos, Partha Kar and Leo Plank) and Hengeler Mueller (Daniel Kress) acted for ATU, Simpson Thacher & Bartlett (Nicholas Shaw) advised KKR, Cadwalader Wickersham & Taft (Yushan Ng and Holly Neavill) and Goerg (Christian Baerenz) advised Centerbridge. Sullivan & Cromwell (Max Birke and Chris Howard) and Clifford Chance (Adrian Cohen) acted for Babson and Goldman Sachs bondholders.
In Spain, Paul Hastings , Cuatrecasas Gonçalves Pereira and Linklaters were busy advising China’s Shuanghui International Holdings and Mexico’s Sigma Alimentos’ joint venture in raising its bid to acquire the Spanish Campofrio Food Group for €700 million, while Freshfields Bruckhaus Deringer advised a co-ordinating committee of senior lenders (consisting of BBVA, RBS, Société Générale, Mizuho and BNP Paribas) on the financial restructuring of FCC Environment, a UK waste and renewable energy business.
The deal extended facilities worth £381 million to FCCE and granted a new £30 million facility, and although FCCE is a UK company, the process of extending support to a renewable energy company has been a theme in Spain throughout 2013. Freshfield’s Madrid partner and finance head Iñaki Gabilondo worked in a Spanish-UK team on the deal.
In the UK financing space one of the month's most interesting transactions went to Linklaters when it was announced that it had been appointed alongside HSBC to advise on the UK Government’s first sukuk (Islamic bond) issue. The issue, which is said to be valued at around £200 million is an attempt to demonstrate the UK’s position as a centre for alternative financing. The move follows a speech by Prime Minister David Cameron at the World Islamic Economic Forum in October 2013 when he stated his government’s aim of placing London alongside Dubai and Kuala Lumpur as an Islamic finance centre.
The deal follows Linklaters addition of Islamic finance specialist Neil Miller to its Dubai team last year. Miller had been at KPMG and prior to that had been a partner at legacy Norton Rose, where his team had been appointed to the Islamic Finance Experts Group in 2008 and had been involved in earlier discussions about a UK sukuk issuance.
In M&A Slaughter and May acted for Thermo Fisher Scientific on a subsidiary sale, which followed on from last year’s acquisition of Life Technologies. That deal had been given European clearance on the proviso that the company sell its cell culture, gene modulation and magnetic beads business. These three businesses were sold to GE Healthcare in January 2014 for $1.06 billion. Michael Rowe and John Boyce took lead competition roles on the deal.
Slaughter and May were also involved on another notable acquisition as Cineworld Group acquired Poland’s Cinema City International (CCI) for £504 million, creating the second largest cinema operator in Europe. The Slaughter and May team included David Johnson and Mark Zerdin, alongside debt partner Guy O'Keefe. Clifford Chance (Jonny Myers and Spencer Baylin) advised CCI, while Herbert Smith Freehills (Mike Flockhart, Chris Haynes and Steve Thierbach) advised the underwriters Barclays, JPMorgan and Investec.
The Warsaw office of Weil Gotshal & Manges was involved in Poland’s largest ever private equity transaction, which shows a growing interest of infrastructural funds in the Polish market. The international firm acted as legal counsel to Montagu Private Equity, a leading European private equity firm, and other selling shareholders in the sale of a 100% stake in Emitel, a large operator of terrestrial broadcasting infrastructure in Poland, to funds managed by Alinda Capital Partners, one of the world's largest infrastructure investment funds, for an undisclosed sum.
An interdisciplinary team of Weil lawyers including partners Paweł Zdort, Piotr Tomaszewski, Paweł Rymarz and Jacek Balicki advised Montagu Private Equity on all stages of the transaction. This involved vendor due diligence, regulatory matters, invitations to potential buyers, evaluation of purchase bids received, drafting, negotiating and execution of the transaction documentation.
While it’s been an M&A heavy month in Poland, there have been notable developments in other parts of Central and Eastern Europe (CEE). Somewhat subdued in the region in recent years, the French independent Gide Loyrette Nouel reannounced itself by advising on Romania’s first ever motorway PPP. The firm advised a consortium made up of Vinci Concessions, Strabag and Aktor on a 29-year PPP contract covering the Comarnic – Brasov section of the Bucharest – Brasov motorway in Romania. The project covers the financing, design, construction, operation and maintenance of a 54 km motorway section and brought together partners from Paris and Bucharest such as Stéphane Vernay, Bruno Leroy and Andreea Toma. In the same month both Leroy and Toma announced they would be leaving Gide to establish their own firm Leroy & Associati but would continue to work closely with the French firm.
Finally Davis Polk & Wardwell’s Arnaud Pérès worked as part of a multi-national team to advise US ContourGlobal on its acquisition of hydropower installations in Armenia for $180 million. The company acquired Vorotan Hydro Cascade from the state and signalled the largest single US private investment into Armenia ever.
In Turkey Esin Attorney Partnership , the Turkish face of Baker & McKenzie , advised Dubai’s Abraaj Group, a private equity investor, on its acquisition of a majority stake in Yörsan Group, one of Turkey's largest dairy businesses. The cross-border team drew in partners from Istanbul, London and Amsterdam including Ismail Esin, Muhsin Keskin, Simon Hughes, Kuif Klein Wassink and Fedor Tanke. The transaction was one of Turkey’s largest private equity deals in the dairy sector and the team advised Abraaj on the acquisition financing – the joint mandated lead arrangers of which were Türkiye Garanti Bankası and Yapı Kredi – and co-investment by the European Bank for Reconstruction and Development and the Yörük Family.
Three notable deals on the African continent were completed in early 2014. The mining sector had been on a downward cycle throughout 2013 with companies largely selling assets in order to focus on core assets and two early cases in 2014 exemplify this.
The first saw Gide Loyrette Nouel , led by Paris-based Africa veteran François Krotoff and Stéphane Vernay, advise China Machinery Engineering Corporation (CMEC) in relation to the dispute between the Republic of Gabon and the Compagnie Minière de Belinga (COMIBEL) over the validity and implementation of the mining convention in respect of the Belinga iron ore mine. The case resulted in the transfer of all shares of Chinese COMIBEL shareholders (CMEC and Pangang Group), 75% of COMIBEL, to the Republic of Gabon. Interestingly, the case also shows Asian investment on the continent and, from a legal business perspective, Gide’s Beijing office paying dividends.
A second mining deal, again seeing a private mining concern passing into public hands, saw Norton Rose Fulbright assist African GeoMin Mining Development Corporation, a subsidiary of Semafo, on the sale of its 80% stake in Société des Mines du Liptako, which owns gold mine Samira Hill in Niger, to state owned Sopamine. The deal was led out of Canada with the support of Paris partner Poupak Bahamin, who has previously advised Oryx Petroleum Corporation in the Republic of Congo.
Private equity has been a growing trend in Africa and in January Clifford Chance announced it had advised Carlyle’s oil and gas fund (Carlyle International Energy Partners -CIEP) on its first two investments, one of which will fund exploration activities in the Comoros by Discover Exploration. CIEP made a three-year $200 million investment into Discover, a London based geology-led oil and gas exploration company. Caroline Sherrell led on the deal.
January saw several interesting transactions concluded in the Middle East. Among them, one novel deal was the $1.2 billion gas supply contract agreed between Palestine Power Generation Company (PPGC) and the owners of the Leviathan gas field, Israel’s largest natural gas reservoir. The gas will be used to fuel a power plant PPGC is developing in Jenin, on the West Bank of Palestine. Setting several precedents, the 20 year contract is the first export deal for the basin’s owners and the first contract for the import of gas from offshore Israel to Palestine. Akin Gump Strauss Hauer & Feld - led by John LaMaster and Marc Hammerson - advised PPGC on the matter, and the accomplishments achieved in its closing are indicative of the strength of the US firm’s energy platform. On the other side, Agmon & Co Rosenberg Hacohen & Co partner Dan Hacohen led the team representing the consortium that owns the rights to the Leviathan field.
There were signs of recovery for the equity capital markets across the larger economies in the Middle East in 2013 and the early indicators suggest this trend is likely to continue for at least the first quarter of this year. One of the particularly notable deals in the region was the IPO of Qatar Petroleum’s (QP) subsidiary, Mesaieed Petrochemical Holding, which ended a drought stretching back to 2010 for IPOs in the gulf state. Andrew Tarbuck of Latham & Watkins acted on the deal and the transaction raised Mesaieed QR3.2 billion ($880 million).
Christopher Cooper - Latin America
Sam Duke - UK
Hill Choi Lee - Asia/Pacific
Adam Majeed - Central & Eastern Europe (CEE)
Ben Naylor - Germany, Middle East
Michael Washburn - North America
James Wilson - France, Spain and Africa