By far the most heralded deal of March 2015 was H.J. Heinz Company’s announced merger with Kraft Foods Group, a deal in which two household names will come together to form North America’s third biggest food and drinks company. Davis Polk & Wardwell is advising Centerview Partners as financial advisor to Kraft, while Cravath Swaine & Moore represents Heinz. The value of the deal is not yet publicly confirmed, but Kraft, by itself, reportedly has $18 billion in annual sales.
Another of the biggest deals announced in March was squarely within the pharma sector, as Shearman & Sterling took the lead as advisor to Hyperion Therapeutics in its $1.1 billion acquisition by Horizon Pharma. With the approval of both companies’ boards in place, observers expect the deal to close in the latter part of 2015.
Once again, Skadden Arps Slate Meagher & Flom emerged as one of the heavy hitters in global M&A. In a deal of comparable importance to the above mergers, Skadden is representing Life Time Fitness in its $4 billion acquisition by affiliates of TPG Capital and Leonard Green & Partners. Ropes & Gray is representing TPG. The US law firm’s latest super-merger has a marked cross-border character, given the 113 fitness centers operated by Life Time Fitness in Canada and the US.
Yet another large deal for Skadden sees the firm advising Chartwell Retirement Residences on the sale of its US portfolio to a joint venture of Brookdale Senior Living and HCP for $849 million.
Not to be outdone, M&A and private equity powerhouse Kirkland & Ellis is advising Madison Dearborn Partners and Ikaria in a deal whereby a subsidiary of Mallinckrodt will acquire Ikaria from a Madison Dearborn-led investor group for roughly $2.3 billion.
Orrick Herrington & Sutcliffe acted as advisor to IFM Investors in the $5.72 billion acquisition of 100% of the membership interests of ITR Concession Company, a subsidiary of Cintra/Macquarie joint venture Statewide Mobility Partners.
On the capital markets side, firms in Canada and the US hit the ground running in March. Canadian firm McCarthy Tétrault took the lead as advisor to The Manufacturers Life Insurance Company in its issuance of $750 million of 2.10% fixed/floating subordinated debentures due June 1, 2025.
Simpson Thacher & Bartlett advised the world’s biggest radio broadcaster, Sirius XM Holdings, and its subsidiary, Sirius XM Radio, on an offering of $1 billion of 5.375% senior notes due 2025.
Cahill Gordon & Reindel advised the underwriters in a $388 million common stock offering by West Corporation, making available 12,650,000 shares of common stock.
Meanwhile, Davis Polk & Wardwell provided counsel to the joint book-running managers in Masco Corporation’s offering of $500 million of its 4.450% notes due 2025. The firm advised the underwriters in one of the year’s largest capital markets ventures by a sovereign state, namely Canada’s $3.5 billion offering of 1.125% U.S. dollar bonds due in March 2018. Davis Polk also advised Goldman Sachs in relation to an accelerated share repurchase transaction undertaken in conjunction with The Allstate Corporation, whereby Allstate will buy back $500 million of its common stock.
Davis Polk extended its leading role in the equity capital markets as advisor to the underwriters in Denver-based construction materials supplier Summit Materials’ $460 million IPO of 25,555,555 shares of common stock, of which 3,333,333 came from the full exercise of the underwriters’ over-allotment option.
But Wall Street law firms did not capture all the action. Continuing its almost unparalleled run in the energy sector’s capital markets, Houston-based Baker Botts advised the initial purchasers, including Merrill Lynch, Barclays, Citigroup, Credit Suisse, and other financial institutions, in a private offering by Crestwood Midstream Partners of $700 million of 6.25% unsecured senior notes due 2023. Baker Botts took advantage of institutional relationships that come from having worked on a number of transactions over the years involving Crestwood’s predecessor firms, Crestwood Midstream and Inergy Midstream. On this latest deal, Vinson & Elkins acted as issuer’s counsel.
On the restructuring side, Milbank Tweed Hadley & McCloy helped its client, satellite communications service provider LightSquared, emerge from Chapter 11 status. The road to recovery was a long one as LightSquared originally filed for Chapter 11 protection in May 2012. There followed a complex process involving mediation, negotiations with shareholders, and DIP financing. Investors with which LightSquared confirmed its plan of reorganization include JPMorgan Chase, Harbinger Capital Partners, Centerbridge Partners, and Fortress Credit Opportunities Advisors.
March was a fairly active month for several of Demarest’s practice groups. In a nearly $2 billion acquisition, the São Paulo-based firm was the sole advisor to the buyer and seller. Antitrust attorneys Bruno Drago and Fernanda Harari advised Fairfax and Brit in the submission of an antitrust filing for Fairfax’s acquisition of the sole control of Brit. The $1.9 billion transaction is pending approval from the respective anti-trust authorities. The M&A team kept busy, advising Potash Corporation of Saskatchewan in the $55,738,308 acquisition, through its affiliate PCS Sales, of 9.5% of Fertilizantes Heringer. José Diaz led the team that closed the deal. Jones Day and Machado Meyer Sendacz Opice were also involved, advising Potash Corporation of Saskatchewan and Fertilizantes Heringer, respectively.
Demarest’s capital markets and agribusiness teams were also busy advising the issuer of the certificates of agribusiness receivables Octante Securitizadora and leading placement agent Banco Bradesco on the public offering of 1,000 certificates of agribusiness receivables of the first series of the second issuance of Octante Securitizadora in the face value of R$300 per certificate for a total of $R300 million. Closing on March 25, the offering made use of an agribusiness-related securitization structure, as opposed to government funding and loans. Capital markets specialist Thiago Giantomassi led the team that included agribusiness partner Renato Buranello, Wilson Failla, Crisleine Yamaji, Thais Valente Oliveira, Eduardo Campos, and Henrique Takeda Kamoi.
In Mexico, Galicia Abogados acted as special Mexican counsel to Kimberly-Clark on the issuance of the company’s $250 million notes due 2025. Partner Guillermo Pérez Santiago led the team, and the notes were offered and sold to qualified institutional investors under Rule 144A, and to non-US persons outside of the United States under Regulation S. The deal closed on March 12. Skadden Arps Slate Meagher & Flom acted as special New York counsel to Kimberly-Clark, while Milbank Tweed Hadley & McCloy and Creel García-Cuéllar Aiza & Enríquez were special New York counsel to the initial purchasers and special Mexican counsel to the initial purchasers, respectively.
Guided by partner Luis Burgueño, lawyers from Mexico City-based Von Wobeser & Sierra advised Diageo on a $400 million purchase of Tequila Don Julio. Diageo is expected to extend local production facilities in the distilling, bottling, and water treatment sectors, besides boosting agave farming capacity and undertaking construction a new heritage center in Atotonilco. Creel García-Cuéllar Aiza & Enriquez’s Diego Barrera also played a role in Diageo’s Mexican counsel. The acquisition was completed on March 4.
Panama City-based Arias Fabrega & Fabrega advised underwriters Deutsche Bank and and Merrill Lynch, Pierce, Fenner & Smith on the public offering by the Republic of Panama worth $1.25 billion 3.750% Global Bonds due 2025. Partner Estif Aparicio and associate Cedric Kinschots finalized the offering on March 16. Icaza González-Ruiz & Alemán was counsel to the Republic of Panama on the transaction marking the republic’s return to the international bond market. Partners Luis Chalhoub and Gabriel Gonzalez-Ruiz completed the offering.
In Uruguay, Ferrere advised trustee Republica AFISA on the landmark issuance of securities by UTE, the state owned utility company, with the Fideicomiso Financiero Pampa. The issuance, made in two tranches, targeted retail investors with investments up to $120,000 per investor and institutional investors, while staying open to any investor, and offering additional participations for $63 million. According to Ferrere, the deal was particularly popular with retail investors, as more than 7,000 ended up buying the securities, a first in Uruguay. The trust will help develop Uruguay’s biggest wind farm. Partner Diego Rodriguez and associates Javier Dominguez and Federico Lemos completed the issuance on March 23.
Down Under, Herbert Smith Freehills acted for Australian copper mine PanAust in Chinese state-owned Guangdong Rising Assets Management’s $846 million bid for the copper mine, with King & Wood Mallesons advising the prospective buyer. In another cross-border deal, Minter Ellison helped HKSE-listed KuangChi Science become a cornerstone investor in Martin Aircraft, following the Christchurch-based jetpack company’s listing on the Australian Securities Exchange (ASX) in February. Martin Aircraft received guidance from Norton Rose Fulbright in Australia and Bell Gully in New Zealand. The Chinese aerospace group acquired 52.5 million shares in its IPO, and its investment totals approximately A$85.7 million ($66 million).
March has been a boon for the equity capital markets in Hong Kong as a series of large IPOs—each a landmark trumping its predecessor—positions the city-state as potentially the most popular listing destination in the world this year. Latham & Watkins was the common denominator, first advising the underwriters in Hong Kong Broadband Network’s (HKBN)—the city-state’s largest provider of residential fibre broadband services—raising of $748 million in an IPO; then helping Fuyao Glass—the world’s second largest auto glass manufacturer—raise $953 million in a stock offering; before finally advising GF Securities—China’s fourth largest brokerage—in raising $3.6 billion in its public offering. Jia Yuan Law Offices, Fujian Zenith Law Firm and Commerce & Finance Law Offices were other PRC firms involved in the deals, and King & Wood Mallesons, Clifford Chance and Sullivan & Cromwell were the other involved multinationals.
Petronas—Malaysia’s state-owned oil and gas company—made a multi-tranche offering of $5 billion in bonds and sukuk certificates in a landmark capital markets transaction that is the largest G3 issuance—denominated in dollars, yen and euros—by a South East Asian company. Milbank Tweed Hadley & McCloy advised the dealers and underwriters, while Cleary Gottlieb Steen & Hamilton acted for Petronas and Norton Rose Fulbright advised BNY Mellon. Adnan Sundra & Low and Kadir Andri & Partners provided Malaysian law advice.
Construction of Nepal’s largest private sector energy project—the 82MW capacity Lower Solu Hydropower Project first announced in January—is due to start in April. The envisaged $143 million landmark run-of-the-river hydroelectric power plant located in the Solukhumbu district in Nepal is the country’s first ever project backed by a consortium of international and domestic lenders. Clifford Chance advised Essel-Clean Solu Hydropower, while Shearman & Sterling acted for the lenders. IndusLaw acted as Indian legal counsel to the lenders and Kathmandu-based Neupane Law was local advisor in the deal.
Barclays is selling its entire banking business in Pakistan to the country’s largest bank, Habib Bank, for Rs10 billion ($160 million). The divestiture is a way for the British bank to dispose of its non-core assets, and the deal is expected to go through within the first half of 2015 following regulatory approval. Linklaters advised Barclays whereas Mandviwalla & Zafar acted as counsel to Habib Bank.
The French market in March was dominated by private acquisitions and sales and capital markets activity.
In the defence sector, Airbus Group sold a 17.5% interest in Dassault Aviation for €1.64 billion. Airbus began to cut its stake in Dassault in November 2014 when it effectively sold an 8% interest through a €794 million block sale of shares. This month, it completed a further sale of shares to reduce its holding to from 42% to 24.6%. The deal saw Dassault, a direct competitor to Airbus in the defence sector, buy back a 5% stake while the remainder was sold to institutional investors.
Darrois Villey Maillot Brochier and Allen & Overy both acted for Airbus Group, with Darrois led by Bertrand Cardi and Christophe Vinsonneau and Allen & Overy by corporate partner Marc Castagnède and capital markets partner Diana Billik. August & Debouzy advised Dassault on both transactions with teams led by Gilles August and Ferenc Gonter. White & Case meanwhile represented Bank of America Merrill Lynch, Deutsche Bank (London Branch), Goldman Sachs and JPMorgan. Philippe Herbelin and Thomas Le Vert headed the team.
Another key deal saw industrial conglomerate Groupe Bolloré, owned by billionaire Vincent Bolloré, sell a 22.5% stake in French communications and marketing company Havas, controlled by his son Yannick Bolloré. The stake was sold to institutional investors for €601 million and will leave Bolloré with 60% control of the company. A team led by Philippe Herbelin and Séverin Robillard from White & Case advised the syndicate of banks handling the placement, which comprised BNP Paribas, CM-CIC, CA-CIB, Mediobanca, Natixis and Société Générale Corporate & Investment Banking. Clifford Chance corporate partner Aline Cardin led the team that advised Groupe Bolloré.
In the financial sector, diversified financial services group Groupama sold a 5% stake in Veolia Environnement and 4.9% stake in Italian bank Mediobanca through private placements with qualified investors by means of accelerated bookbuildings. The sales raised €485 million and €333 million, respectively, and were executed as a means of reducing risk and rebalancing its investment portfolio. Deutsche Bank and Société Générale worked on the first deal while Morgan Stanley advised on the second. White & Case advised the banks on both transactions with a team led by Thomas Le Vert and Séverin Robillard and Paris-based Colin Chang for US law.
Closed at the very end of February, French oil major Total made a big move to boost its balance sheet with a €5 billion issue of perpetual notes which was vastly oversubscribed, drawing orders of almost €20 billion. The offering was made in two €2.5 billion tranches with coupons of 2.25% and 2.625% and listed on the regulated market of the Paris Euronext. The deal marked the single most important hybrid issuance in euros ever achieved by a corporate for the value of the deal, having the lowest coupon of comparative deals and for being the highest rated hybrids issued. White & Case, led by Cenzi Gargaro and Philippe Herbelin, advised the arranging banks Citigroup and Barclays Bank, HSBC and Société Générale.
In the equity capital markets, French genome engineering pioneer Cellectis completed an IPO on the New York Nasdaq to raise $228 million. The proceeds will fund research and development activities. Jones Day, led by Renaud Bonnet in Paris and New York partner Boris Dolgonos, advised Cellectis. Over the last 36 months the firm’s Paris office has handled 20 IPOs, including 16 on the Paris Euronext and two on Nasdaq. Bank of America Merrill Lynch, Jefferies, Piper Jaffray, Oppenheimer & Co and Trout Capital were advised by Latham & Watkins, primarily out of New York but with a Paris team led by Thomas Margenet-Baudry and Roberto Reyes Gaskin.
A final significant deal occurred in the capital markets with France’s first ever Green Bond issuance by recycling company Paprec. The issuance was structured as a high yield international placement under US law, compliant with 144A/Reg S and issued in two tranches: a €295 million in senior secured tranche due 2022 and a €185 million senior subordinated tranche due 2023. The company also secured a €100 million revolving debt facility which together with the issuances will fund refinancing obligations. Latham & Watkins advised Crédit Suisse, BNP Paribas, CA-CIB, Natixis, Société Générale, Arkea Banque Entreprises et Institutionnels and CM-CIC on the deals with a team led by Thomas Margenet-Baudry.
March saw several German companies issuing debt on the markets. Merck sold its debut yankee bond, worth $4 billion, and Volkswagen raised $2.5 billion through hybrid bonds. Both companies were advised by a Clifford Chance team led by Frankfurt partners George Hacket and Sebastian Maerker.
Pharmaceutical companies drove a significant proportion of the M&A activity with an Irish element in 2014, and the early signs this year suggest this trend is set to continue. One recent deal that lends credence to the theory was US listed, Dublin-based Horizon’s purchase of US drug-maker Hyperion, which manufactures two drugs which aid rare metabolic disorders, for $1.1 billion. Cooley and McCann FitzGerald represented Horizon, which relocated to Ireland last year to reduce its tax bill. Sherman & Sterling advised Hyperion.
The Netherlands was the site of a major deal this month which saw ITV purchase Dutch production company Talpa Media for an initial consideration of £355 million, which could raise to £781 million based on performance. ITV was advised on the deal by a team from Slaughter and May, supported by ‘Best Friends’ partners De Brauw Blackstone Westbroek in Amsterdam. Freshfields Bruckhaus Deringer advised Talpa on the deal.
In the UK in March, there was significant M&A activity in the banking sector. First Banco Sabadell, Spain's fifth largest bank, had its bid for the UK's seventh largest bank TSB accepted in a deal valued at £1.7 billion. TSB was split from Lloyds Banking Group in 2014 as part of a broader restructuring of the UK banking market. The sale to Banco Sabadell it is hoped will allow the bank to break into the area of small business lending to augment its retail banking business. Allen & Overy (Richard Browne, Pablo Meyor) acted for Banco Sabadell; Herbert Smith Freehills (James Palmer, Mike Flockhart) advised TSB; and Linklaters (Matthew Bland, Christian Ahlborn) advised the Lloyds Banking Group.
Late in the month another well-known brand changed hands as RBS sold its private banking arm Coutts International to Union Bancaire Privée for $30 billion. Ashurst (Nick Cheshire, Hubert Blanc-Jouvan, Keith McGuire, Angus Ross, Peter Kwon, Alastair Holland) acted for RBS, with Homburger advising on Swiss law. On the other side Slaughter and May and Lenz & Staehelin advised Union Bancaire Privée on English and Swiss law respectively.
Staying in M&A another significant transaction saw the UK Government sell its £585.1 million 40% stake in intercontinental rail operator Eurostar to a consortium comprising Canadian institutional investor Caisse de dépôt et placement du Québec (CDPQ) and UK-based Hermes Infrastructure.
Freshfields Bruckhaus Deringer (Stephen Hewes) acted for the UK Treasury; Clifford Chance (Amy Mahon, Alastair Mordaunt, Gavin Teague) advised the consortium; and CMS Cameron McKenna (Bill Carr) acted for Eurostar.
Across in the insurance sector The Equitable Life Assurance Society transferred an annuity business consisting of 31,000 policies and valued at £875 million to Canada Life in March. The deal is structured as a reinsurance followed by the transfer of the policies and is designed with the aim of increasing profits for Equitable Life's with-profits policy holders. Hogan Lovells (Charles Rix, Steven McEwan) advised Equitable Life.
In real estate Lone Star, through its third real estate fund, acquired real estate portfolio 'Project Laser' from Moorfields for £1 billion. The portfolio includes both commercial and residential properties including student accommodation and offices. Allen & Overy (George Knighton, Arthur Dyson, Chris Woolf) acted for Lone Star.
Finally in the capital markets, while the number of LSE IPOs has slowed in recent weeks there was a notable offering in the aviation sector as Wizz Air Holdings, the budget European air carrier, announced an IPO of 23.3 million ordinary shares on the main market with the airline hoping to raise €150 million. The announcement marks the second time the airline has tried to launch a London IPO following a failed attempt in June 2014 with the company pulling out of the deal and blaming a volatile share price. Latham & Watkins (Claire Keast-Butler, Olof Clausson, John Kallaugher, Luca Crocco) acted for Wizz Air.
In Poland there was interesting news in the media and broadcasting sector as US media group Scripps Networks Interactive, through its London subsidiary Southbank Media, acquired a majority stake in Poland's largest broadcaster TVN Group. The 52.7% stake is valued at €584 million and is held by Amsterdam entity N-Vision. The group will also take the €300 million senior Pik toggle notes issued by subsidiary Polish Television Holdings.
Orrick Herrington & Sutcliffe (Jinal Shah) advised the sellers; Dentons (Pawel Grabowski) acted for Groupe Canal+ on Pslovolish law matters; Weil Gotshal & Manges (Paweł Rymarz, Anna Frankowska, Robert Krasnodebski, Iwona Her) acted for the ITI Group; Latham & Watkins (Adel Aslani-Far, Nick Cline) acted for the Scripps Network; and Domański Zakrzewski Palinka (Krzysztof Zakrzewski, Magdalena Skowronska) acted for Scripps on Polish law matters.
Russia saw a couple of major deals this month. The first saw Rusal, the world’s largest aluminium company, complete the first listing of its shares on the Moscow Exchange on the First Level quotation list. Egorov Puginsky Afanasiev & Partners advised the company on all matters of the deal. The second major matter saw Skadden Arps Slate Meagher & Flom advise the underwriters on a deal which saw Russian budget hypermarket chain Lenta complete its secondary public offering. Following on from its IPO in March 2014, the company issued 35.2 million global depository receipts, listed on the London Stock Exchange, with a total value of approximately $225 million which it says will be used to fund new store openings in Russia.
In Slovenia, a notable transaction saw Telekom Slovenije complete the acquisition of mobile virtual network operator Debitel telekomunikacije from ACH, Adria Mobil, and Svema Trade. Telekom Slovenije is the country's largest telecommunications operator in Slovenia, while Debitel is the fourth largest mobile provider in the South Eastern European state with 90,000 users. Schoenherr (Marko Prusnik, Eva Skufca, Christoph Haid) acted for Telekom Slovenije. Law firm Miro Senica (Damijan Gregorc, Nejc Novak) advised the sellers ACH, Adria Mobil and Svema Trade.
In Denmark, Bruun & Hjejle advised Danica Pension, one of Denmark’s leading pension funds, and international investment management firm BlackRock on the purchase of the main Copenhagen post office, Postterminalen (formerly the headquarters of Post Danmark) from PostNord as part of a wider kr4 billion (€535 million) redevelopment project.
Sweden saw one of the biggest deals of recent years go through this month with Finnish company Fortum divesting its Swedish electricity distribution arm, Fortum Distribution, as it continues to focus on its core business. The company was sold for kr60.6 billion (€6.6 billion) to a consortium consisting of Swedish national pension funds Första AP-Fonden (AP 1) and Tredje AP-Fonden (AP 3), Swedish mutual insurance and pension savings company Folksam and Borealis Infrastructure, a division of the Ontario Municipal Employees Retirement System. A team from Mannheimer Swartling advised the consortium, with partners Adam Green and Mattias Karlsson taking the lead. It also received counsel from Linklaters. Fortum was advised by a team from Finnish firm Avance led by Ulf-Henrik Kull, Ilkka Perheentupa and Robin Nordblad. In Sweden it was represented by Vinge, with partner Johan Göthberg leading a group including partners Jonas Eklund, Carl Johan af Petersens and Fredrik Lundblom. Milbank Tweed Hadley & McCloy advised the mandated lead arrangers of the deal which included a group of international banks.
Elsewhere in Sweden, international firm Ashurst advised pan-European mid-market private equity firm Agilitas on the purchase by its subsidiary Recover Nordic of Relita Industri och Skadeservice, one of the largest providers of damage control services in the conutry. On the capital markets, Stockholm also saw a bond issue this month by Consilium, one of the world’s leading suppliers of safety and navigation products. Mannheimer Swartling advised the company on the deal which saw it issue kr600 million (€64.8 million) senior unsecured notes with a total volume of up to kr900 million (€97.2 million).
It’s been a busy month in the Baltic region, with a number of small and mid-cap deals being completed, and Lithuania was perhaps the most active area. Newly established corporations were certainly the flavour of the month, with Borenius advising Google on the establishment of Google Lithuania perhaps the most prominent example. Sorainen was also busy in this area, advising on the formation of two of the country’s first five currency exchange operators – Junonalt and Roltena – following the liberalisation of the nation’s currency exchange rules. The Sorainen team was also busy on the financing side this month, advising worldwide aviation counsel Plane Business on the Lithuanian law aspects of the acquisition of an aircraft flying the Lithuanian flag.
Meanwhile, the Vilnius office of Raidla Lejins & Norcous was busy on the M&A side along with fellow Baltic firm Tark Grunte Sutkiene. Raidla advised the major Baltic private equity and venture capital investor BaltCap on BaltCap Private Equity Fund II’s €3.5 million acquisition of the final 25% of waste management company Ecoservice, the rest of which it had acquired in early 2014. TGS represented the sellers AWT Holding on the deal.
In Latvia, there has been some activity in the M&A market. A Sorainen team led by partner Ieva Azanda advised the Food Union Group – a combination of the two largest dairy processing companies in Latvia: Rīgas piena kombināts and Valmieras piens – on its merger with the Lithuanian company Premia KPC, including Premia FFL in Latvia and Premia TKH.
Bahraini investors were involved in some significant M&A in March. The locally listed investment fund, Investcorp, announced two acquisitions in the US: that of private education provider Nobel Learning, which it brought with Bahraini sovereign wealth fund, Mumtalakat; and, a portfolio of residential properties, secured for around $300 million.
The world’s largest generic drug manufacturer and Israel’s biggest company, Teva, made headlines domestically and abroad after agreeing a deal for US company Auspex Pharmaceuticals for around $3.5 billion. After a year of cost-cutting and consolidation, Teva returned to the market to strengthen its portfolio of drugs for complications of the central nervous system. It is being represented by Goodwin Procter; Asupex’s lead counsel is Cooley.
One of the prominent deals agreed by Qatari investors in March was Qatra for Investment & Development (QID Group) and Hamad Bin Suhaim Enterprises’ purchase of a 49% share in China's Shandong Dongming Petrochemical Group for $5 billion. The funds are to be used to finance the development of an LNG terminal and a network of petrol stations in China.
The Saudi Arabian Oil Company (Saudi Aramco) was involved in several substantial financings closing in March in the Kingdom. More recently, it signed off on $10 billion in revolving credit facilities, with both conventional and Islamic tranches.
Earlier in the month, Rabigh Refining and Petrochemical Company (Petro Rabigh) - a joint venture it owns with Sumitomo Chemical Company – entered a $5.2 billion project finance agreement with a banking syndicate, and raised $3 billion in equity to fund the expansion of its facilities. White & Case represented Aramco on both deals; Tom Bartlett led on the revolving credit facilities; a multi-jurisdictional team of Jason Kerr and Carina Radford in London; Wendell Maddrey, Jean Shimotake, Jason Webber and Clark Wohlferd in New York; Alex Malahias in Abu Dhabi; and, Waleed Al-Nuwaiser, Doug Peel and Antoine Cousin in Riyadh advised on the project financing. Sumitomo Chemical Company was advised by a Dentons team led by UAE partner Udayan Mukherjee, which included partner Neil Cuthbert and senior associate Michelle Teng.
The lenders to Petro Rabigh were represented by Milbank Tweed Hadley & McCloy in London led by partners Phillip Fletcher, John Dewar and Clive Ransome. Hatem Abbas Ghazzawi & Co, led by partner Ali Abedi, assisted the banks with the local law.
Another notable deal in the Kingdom saw Takween Advanced Industries (Takween) secure a SAR1.3 billion syndicated murabaha (deferred sale) facility to fund its purchase of Savola Packaging. Latham & Watkins’ Riyadh office advised Takween on both the financing and the acquisition. Branch managing partner Salman Al-Sudairi and counsel Amar Meher led on the loan facility; counsel Omar Elsayed oversaw the team handling the acquisition.
In early March Ivory Coast completed a $1 billion sovereign Eurobond offering at 6.375% due 2028. The issuance is the country’s second international offering, the first one being in July 2014, and proceeds will go to finance the National Development Plan. The issuance conforms to US Rule 144A / Regulation S and was listed on the regulated market of the Luxembourg Exchange. Cleary Gottlieb Steen & Hamilton advised the Ivory Coast with a team led by Barthélemy Faye and John Brinitzer in Paris and Simon Ovenden in London. BNP Paribas, Citigroup and Deutsche Bank were advised by White & Case’s Cenzi Gargaro (Paris) and London partners Doron Loewinger and Stuart Matty.
Amethis Africa Finance and the National Bank of Canada acquired a combined 26.24% stake in NSIA Participations, the Ivory Coast-headquartered group that has operations in 12 West African markets as well as owning the country’s fourth biggest bank: NSIA Bank Côte d’Ivoire. The stake was sole by private equity fund ECP Africa Fund III PCC. The transaction marked Amethis’ fifth ninth investment in the Sub-Saharan Africa financial sector and the National Bank of Canada’s second after buying a 9.5% stake in Mauritius-based AfrAsia Bank in December 2014. Linklaters advise the acquirers with a team led out of Paris by Marc Petitier.
In mid-March, Société Générale reached agreement with Mauritius Commercial Bank to buy a stake in Mauritius Commercial Bank of Mozambique, which will see SocGen become majority owner of the Mozambique bank. Guillaume Rougier-Brierre from Gide Loyrette Nouel advised Société Générale while London partner Tony Edwards from Stephenson Harwood advised Mauritius Commercial Bank.
GlaxoSmithKline (GSK) sold a stake in South African drug manufacturer Aspen for £574 million, leaving it with a 6.2% stake. The deal is part of GSK's wider strategy of divesting non-core assets following its recent merger activities including the deal with Novartis. Slaughter and May (David Johnson) acted for GSK on English law matters; Cleary Gottlieb Steen & Hamilton (Sebastian Sperber) acted for the company on the US law elements and Bowman Gilfillian (Ezra Davids) advised on South African law.
Elsewhere BHP Billiton undertook a proposed demerger of metals and mining company South32 in an attempt to create a more focused portfolio. The deal is part of a broader strategy by the company to reverse its diversification - which has been ongoing since the merger of BHP and Billiton in 2001 - and create a company with more focus. South32 is focused on Australian and South African mining operations. The deal will see shareholders exchange existing shares in BHP Billiton for shares in South32. The deal has to pass a shareholder vote.
Slaughter and May is advising BHP in conjunction with Herbert Smith Freehills (Australian law), ENSafrica (South African law) and Cleary Gottlieb Steen & Hamilton (US law).
Christopher Cooper - Latin America
Sam Duke - Poland, Slovenia, UK
Hill Choi Lee - Malaysia, Pakistan
Adam Majeed - Australia, Hong Kong
Jon Moore - Baltics, Netherlands, Russia, Scandinavia
Ben Naylor - Germany, Middle East
Michael Washburn - North America
James Wilson - France and Africa