Mergermarket table 1 - Law firms by global M&A deal value
Mergermarket table 2 - Law firms by global M&A deal volume
Deal 1: Liberty Global bids for Cable & Wireless Communications (CWC)
Jurisdictions: United Kingdom, United States
Practice areas: M&A
Deal types: Public acquisition, acquisition financing
Industry sectors: Technology and telecommunications
Value: £3.6 billion
Firms: Shearman & Sterling, Slaughter and May, Paul Weiss Rifkind Wharton & Garrison, Ropes & Gray, Skadden Arps Slate Meagher & Flom, Herbert Smith Freehills, Allen & Overy
Lawyers: Andrew Jolly, George Casey, Robert Katz, Jeremy Kutner, Laurence Levy, Robert Haak, Jane Rogers, Michal Berkner, Michael Hatchard, Scott Hopkins, Mark Bardell, Kristin Roberts, Philip Bowden
Analysis
Liberty Global has made an offer to acquire Cable & Wireless Communications (CWC) for 3.6 billion. CWC is a telecommunications provider focusing on offering broadband, TV, landline and mobile packages to its over six million customers. It is a significant player in the Caribbean telecoms market.
The move is the latest in a series of acquisitions for Liberty Global in this sector, with the group having also added the Dutch company Ziggo and the UK Virgin Media brand to its stable in the past few years. This latest move would see Liberty's global customer rise above 10 million.
Shearman & Sterling is acting for Liberty Global on the M&A aspects of the deal, with Ropes & Gray advising on the financing aspects. Slaughter and May and Paul Weiss Rifkind Wharton & Garrison acted for Cable & Wireless Communications on the M&A and financing aspects respectively. Skadden and Herbert Smith Freehills acted for Goldman Sachs in its role as financial adviser to Liberty Global. Allen & Overy advised the lending banks.
Deal 2: CGN buys £6 billion stake in Hinkley Point
Jurisdictions: China, United Kingdom
Practice areas: M&A, competition, Financial services regulatory
Deal types: Minority stake acquisition
Industry sectors: Energy, Government and public policy
Value: £6 billion
Firms: King & Wood Mallesons, Clifford Chance, Herbert Smith Freehills
Lawyers: Elaine Gibson-Bolton, Neil Upton, Ian Wood, Angus Evers, Pan Yujia, Xu Ping, Handel Lee, Yao Lijuan, John Wilkins, Richard Tomlinson, Janine Hulsmann, Thierry Schoen, David Metzger, Kelly Gregory, Julia Pyke, Matthew Job, Steven Dalton
Analysis
China General Nuclear Power Group (CGN)—the nation’s largest nuclear energy company by installed capacity—bought a £6 billion stake in Hinkley Point C plant in Somerset, the UK’s first nuclear power plant in 20 years.
Under an agreement with French energy company EDF Group, CGN acquired a 33.5% stake in Hinkley through the entity General Nuclear International and will develop two further nuclear power stations in Suffolk and Essex.
The total cost to construct the 3200MWe nuclear power station will be £18 billion, and EDF Group—the energy company mostly owned by the French government that purchased British energy in 2009—is considering selling a further 15% stake while maintaining a majority holding.
The deal was signed during President Xi Jinping’s state visit to London in the presence of UK Prime Minister David Cameron, and is part of China’s “Go Out” policy designed to encourage enterprises to invest overseas.
CGN is China’s largest nuclear power producer and plans to become a majority shareholder in future UK build nuclear plants, while expanding its global footprint. It has operating nuclear power plants at Daya Bay, Ling Ao, Hongyanhe and Ningde, with five new nuclear power stations under construction and another two planned. The state-owned enterprise is also active in renewable energy industries like wind energy and solar, as well as more traditional industries like hydroelectricity.
Late last year, the nuclear energy company raised $3 billion in a HKSE IPO, which was Hong Kong’s largest in 2014. It had also decided to acquire three wind farms in the UK with a combined capacity of 73 megawatts also from EDF Energy, and recently it—alongside its subsidiaries—agreed to acquire 1Malaysia Development Berhad's energy assets for $2.3 billion.
Sino-Australian venture King & Wood Mallesons—the only international law firm that can provide European and Chinese law advice—advised CGN on all merger control and state aid matters relating to its joint ventures with EDF for new-build projects in the UK, as well as on strategic, commercial, regulatory and corporate matters. Partners Elaine Gibson-Bolton, Neil Upton, Ian Wood and Angus Evers led the cross-border team in Europe, while partners Pan Yujia, Xu Ping, Handel Lee and Yao Lijuan pitched in from China.
Herbert Smith Freehills' partner and nuclear co-head Julia Pyke led a cross-practice London-based team that advised EDF on securing international investments into Hinkley Point C and sealing agreements with government and suppliers. A cross-practice multijurisdictional Clifford Chance team led by London partner John Wilkins also advised EDF on the development of Hinkley Point C and CGN’s investment proposals. Shanghai-based partner Kelly Gregory handled Chinese aspects while Jenine Hulsmann advised on state-aid matters.
Deal 3: Pre-export finance facility for the NLMK Group
Jurisdictions: Russia
Practice areas: Banking
Deal types: Refinancing
Industry sectors: Natural resources
Value: $400 million
Firms: Debevoise & Plimpton
Lawyers: Alan Davies, Dmitry Karamyslov, Elena Bader, Richard Ward, Patrick Fasoro
Analysis
Russia’s largest steelmaker, the NLMK Group, has successful secured a four-year pre-export finance facility for a total of $400 million, which it plans to use to refinance its short-term debt and for general corporate purposes.
Société Générale acted as coordinator, mandated lead arranger and bookrunner on the matter, with ING Bank, Nordea Bank, Rosbank and UniCredit Bank Austria acting as mandated lead arrangers and bookrunners. Deutsche Bank, Natixis, and Bank of America Merrill Lynch acted as lead arrangers, while China Construction Bank and Bank ICBC acted as arrangers. Deutsche Bank was appointed as facility agent and ING Bank as security agent.
The group was advised on the deal by London-based partner Alan Davies, supported by Russian associates Dmitry Karamyslov and Elena Bader, with the tax implications of the matter covered by partner Richard ward and associate Patrick Fasoro, both based in London.
Deal 4: Albaraka Turk’s $250 million sukuk issuance
Jurisdictions: Turkey, Ireland, Cayman Islands
Practice areas: Islamic finance, Capital Markets: debt
Deal types: sukuk (Islamic bond)
Industry sectors: banking
Value: $250 million
Firms: Clifford Chance, Maples & Calder, Norton Rose Fulbright
Lawyers: Gregory Man, Stuart Ure
Analysis
Islamic bank Albaraka Turk became the first Turkish issuer of a Basel III-compliant tier 2 sukuk (Islamic bond) in November after it raised $250 million listing Reg S fixed-rate notes on the Irish Stock Exchange.
The certificates were issued using a Cayman Islands-based orphan special purpose vehicle, and have a combined murabaha (deferred sale) and wakala (agency arrangement) structure. Investors in the sukuk secured a fixed profit rate for five years.
Last month’s sukuk was the third occasion Albaraka Turk turned to the markets to boost its capital ratio, having sold $200 million and $350 million in 2013 and 2014 respectively using the Islamic instrument.
As on both the other deals, Norton Rose Fulbright acted for the lender. On this recent issue Dubai partner Gregory Man headed the team working on the deal.
Joint lead managers and bookrunners on the transaction, Barwa Bank, Dubai Islamic Bank, Emirates NBD Capital, Nomura International, Noor Bank, QInvest and Standard Chartered Bank, were represented by a combined team from Clifford Chance’s offices in Dubai and Istanbul led by Stuart Ure. The magic circle firm also acted for the delegate, Deutsche Trustee Company, working alongside Maples and Calder, which provided Cayman law advice.
Deal 5: 1MDB sells Edra to China General Nuclear Power Corp at $2.3 billion
Jurisdictions: China, Malaysia
Practice areas: M&A
Deal types: Cash acquisition
Industry sectors: Oil and Gas
Value: $2.3 billion
Firms: Herbert Smith Freehills, Norton Rose Fulbright, Skrine, Deol & Grill. Rahmat Lim & Partners
Lawyers: David Clinch, Brian Scott, Adrian Cheng, Philip Lee, Alastair Henderson, Mark Jephcott, Matt Emsley, James Quinney, Isaac Zailer, Monica Sun. Vincent Dwyer, Nick Merritt, Dominic Stuttaford, Emma de Ronde
Analysis
China General Nuclear Power (CGN) has secured a deal on a $2.3 billion takeover of 1MDB’s subsidiary Edra Global Energy. Should the agreement to be closed in February next year, it will help the Malaysian state-owned fund to reduce its debts by $4.3 billion from its $11.6 billion total. On completion, Edra will be held under CGNPC International Limited, the primary platform for CGN’s overseas investments and financing activities.
The sale is also the largest announced merger and acquisition transaction in Malaysia and one of the largest in the Asian power sector this year so far. It will make the Chinese to own 14% of Malaysia’s total power assets.
1MDB, full name as 1Malaysia Development Bhd, was recently marked by global regulators including the U.S. Federal Bureau of Investigation for financial irregularities this year. Established in 2009, the fund has also been criticised over its management of funds and the huge borrowings to purchase power assets, its roughly $11 billion debt has been a burden on the government finances, the country’s currency and credit rating. It had announced to launch for a $3 billion IPO for Edra to reduce its debt, but the plan was scrapped due to the lack of investors.
The acquisition will expand the ownership of the Chinese state-owned power business to 13 more power plants in five countries across Malaysia, Bangladesh, Egypt, Pakistan and the United Arab Emirates, which include projects of natural gas, solar and other clean energy projects with a total capacity of 3.77 million kilowatts.
This is the third attempt the company is following the nation’s “One Belt One Road” initiative for outward investment. Earlier, CGN has also signed agreements to build Nuclear Power Plant in Somerset of the UK as well as in Romania.
Herbert Smith Freehills acted for CGN with Singapore energy partner David Clinch taking the lead, while Edra Global Energy was represented by Norton Rose Fulbright’s Vincent Dwyer. Domestically, Skrine acted as Malaysian counsel for the buyer, and the target was represented by Deol & Grill. Rahmat Lim & Partners acted separately for 1MDB on the deal.
Deal 6: Cameroon’s Inaugural EuroBond Issuance
Jurisdictions: Cameroon
Practice areas: Capital markets: Debt
Deal types: Bond issuance
Industry sectors: Government and public policy
Value: €750 million
Firms: Linklaters, Clifford Chance
Lawyers: Alex Bafi, David Dunnigan, Bertrand Sénéchal, Richard O’Callaghan
Analysis
The Republic of Cameroon completed its inaugural Eurobond issuance of $750 million of 9.50% amortising notes due 2025.
The notes were issued by the West African nation to help fund several projects across the country, and refinance existing loans, particularly a bridge loan granted by local refining company SONARA.
A Linklaters team advised the Republic, with partners Bertrand Sénéchal and Richard O’Callaghan of the Paris and London capital markets teams leading the charge. Fellow magic circle firm Clifford Chance advised Société Générale and Standard Chartered Bank, Cameroon’s chosen arrangers, with their role in the issuance. Paris based partner and US Securities specialist Alex Bafi, who also advised the managers of Gabon’s recent issuance, ran the team.
Cameroon is not the first African nation to test the foreign capital markets this year; Zambia and Angola have both recently issued bonds, and in October Ghana raised $1 billion by issuing its own 15-year Eurobonds at 10.75%. As with Ghana’s issuance, Cameroon’s notes were sold at the high end of the prospective yield after a lack of initial interest.
So far in 2015 African sovereign bond issuances have topped $8 billion.
Deal 7: AMBEV’s debenture issuance
Jurisdictions: Brazil
Practice areas: Capital Markets
Deal types: Debenture Issuance
Industry sectors: Food and beverage
Value: $263.4 million
Firms: Demarest Advogados, Mattos Filho Veiga filho, Marrey JR. & Quiroga Advogados
Lawyers: Thiago Giantomassi, Denise Okimura, Eduardo Campos, Bruno Tuca, Paula Regina Fernandes Rodrigues, Ana Letícia Alves Calliari Bahia
Analysis
AMBEV issued $263.4 million worth of debentures in a transaction which was completed November 4. This was AMBEV’s first issuance since 2010 and the transaction represented AMBEV’s first issuance of project bonds under Law 12,431, passed in June 2011, which provides beneficial taxation for certain investments. Brazilian bank, Banco Itaú, was a leading agent for the transaction.
AMBEV is a Brazilian brewing company controlled by Leuven-based Anheuser-Busch InBev, which is the largest brewery by revenue in the world. Anheuser-Busch InBev is planning on further expanding its global presence by acquiring London-based SABMiller for $104 billion.
Demarest Advogados advised AMBEV on the transaction. Mattos Filho Veiga filho Marrey JR. & Quiroga Advogados advised Banco Itaú. Demarest was led by partner Thiago Giantomassi, though senior associate Denise Okimura and capital markets associate Eduardo Campos also worked on the transaction. Capital Markets and Banking and Finance partner Bruno Tuca led the Mattos Filho side of the transaction, along with associates Paula Regina Fernandes Rodrigues and Ana Letícia Alves Calliari Bahia.
Deal 8: Pfizer and Allergan's $160 billion combination
Jurisdictions: United States, Ireland
Practice areas: M&A
Deal types: Public company M&A
Industry sectors: Pharmaceuticals and life sciences
Value: $160 billion
Firms: Skadden Arps Slate Meagher & Flom, Wachtell Lipton Rosen & Katz, Clifford Chance, A&L Goodbody, Cleary Gottlieb Steen & Hamilton, Latham & Watkins, Weil Gotshal & Manges, Arthur Cox
Lawyers: Paul Schnell, Sean Doyle, C. Michael Chitwood, Paul Oosterhuis, Sally Thurston, Steven Matays, Brian Krause, Resa Schlossberg, Jose Esteves, Douglas Nemec, Stacy Kanter, Edward Herlihy, David Lam, David Schwartz, Jeannemarie O'Brien, Gregory Pessin, Jodi Schwartz, Paul Shim, Jim Langston, Romano Subiotto, Jeffrey Karpff, Meme Peponis.
Analysis
US-based global pharmaceuticals leader Pfizer's planned acquisition of Ireland-based Allergan is the biggest merger announced so far in 2015. This deal is an "inversion," a type of merger where a large company acquires a smaller one in a low-tax jurisdiction and moves its headquarters there, drastically cutting its corporate tax obligations. Pfizer's CEO had reportedly complained about what US corporate taxes were doing to the business. Nevertheless the use of the inversion is highly controversial. Front-running candidates on both sides of the aisle in the US presidential race have publicly criticized the move and the loss of tax revenues that goes with it.
As a result of the deal, Pfizer Inc and Allergan Plc will become Pfizer Plc, helmed by Pfizer's current CEO, Ian Read, with Allergan's current CEO, Brent Saunders, acting as president and chief operating officer. The entity’s corporate base of operations will be in New York, though registered in Ireland. The companies have predicted a 10% jump in profits for the combined entity by 2019.
Pfizer is best known for such popular drugs as Viagra and Lipitor. Allergan was in the news in July 2015 when it agreed to sell its generic drug business to Teva Pharmaceuticals Industries for $40.5 billion by early 2016.
The deal is not only one of the biggest mergers in history, but is also a core component of unprecedented global consolidation in the branded drug and pharmaceuticals sector occurring within the space of just a few months. The entity currently known as Allergan is the result of the acquisition of Allergan Inc, known for its Botox product, by Actavis Plc for $70.5 billion in March 2015. Actavis changed its name to Allergan Plc following the acquisition.
Pfizer's counsel includes large teams of lawyers from Skadden Arps Slate Meagher & Flom, Wachtell Lipton Rosen & Katz, Clifford Chance, and A&L Goodbody. Allegan is receiving counsel from teams of comparable size from Cleary Gottlieb Steen & Hamilton, Latham & Watkins, Weil Gotshal & Manges, and Arthur Cox.
Reporters
Candy Chan: China, Malaysia
John Crabb: Cameroon
Sam Duke: United Kingdom, United States
Adam Majeed: China, United Kingdom
Rani Mehta: Brazil
Jon Moore: Russia
Ben Naylor: Turkey, Ireland, Cayman Islands
Michael Washburn: United States