Monday, 10 June 2019

Deal watch: City teams fly on £4.6bn Rolls-Royce pension deal as Kirkland and Goodwin take multi-billion dollar mandates

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Deal watch: City teams fly on £4.6bn Rolls-Royce pension deal as Kirkland and Goodwin take multi-billion dollar mandates

Big-ticket deals have been fuelling the market in pensions, private equity and fundraising recently with UK top-10 firms and US rivals alike taking the controls on significant mandates.

Legal & General (L&G) handed a joint mandate to CMS and Eversheds Sutherland to advise on its £4.6bn buy-in to buy-out with the Rolls-Royce UK Pension Fund (RRPF), a deal which is billed as the UK’s largest ever bulk annuity and which saw Linklaters act for the trustees.

The pension risk transfer sees the insurer strike its fourth of the five largest deals of this kind in the UK, with the others being British Airways (£4.4bn), ICI (£3bn) and TRW (£2.5bn).

The Eversheds team advising L&G was led by corporate partner Hugo Laing and pensions partner Mark Latimour, alongside CMS partner Thomas Lockley. The Linklaters team was led by global head of pensions Claire Petheram and derivatives partner Mark Brown. The in-house legal team at L&G included Helena Hawthorn, Camilla Curtis and Hannah Kilshaw.

Laing, who also acted for L&G on its £2.4bn buy-out of the Nortel pension scheme and £1.1bn buy-out of the Vickers pension scheme, is optimistic about the market.

‘Volatility in the market can be a good thing for pension deals as it can favourably impact pricing. Insurers buying pension schemes has really boomed in the last few years and the deal values are getting bigger and bigger. The Rolls-Royce deal has shown how big the deals can get and I suspect there will be more of this size to come’, he told Legal Business.

Petheram told Legal Business that the transaction is part of a ‘huge trend’: ‘There is an awful lot of activity in buy-ins where insurers take responsibility for pension liabilities. There has been increased activity in the longevity swap area and that’s only going to ramp up further as corporates look to manage their pension liabilities proactively.’

She added: ‘Insurers represent a gold-standard covenant and there is a willingness on the side of corporates and trustees to lean into these deals. It represents an acceptable position. Trustees have a laser focus on the interests of their members and they can see that deals like this work.’

She expects to see an increase in the number of large-scale transactions over the next 12 months and more innovation in dealing with pension risks.

Kirkland & Ellis’ City lawyers have also been busy, with the Chicago-bred juggernaut advising investment adviser and repeat customer GLP on the $18.7bn sale of its US logistics business to Blackstone. The firm the same week advised BC Partners-backed United Group on a €220m deal to acquire mobile operator Tele2 Croatia from Tele2 Group.

The GLP deal was co-led by Kirkland corporate partners Michael Steele in London and Michael Brueck in New York, with the team also including real estate partner Kevin Ehrhart in Los Angeles, investment funds partner Kelly Ryan in Chicago and tax partner Mike Beinus in New York.

Simpson Thacher & Bartlett advised long-standing client Blackstone out of New York with a team led by real estate partner Davis Coen.

The sale includes logistics properties owned across 3 separate GLP US funds and totals 179 million square feet of urban logistics assets, claiming to be the largest ever private real estate transaction in the States.

London corporate partner David D’Souza led the Kirkland team advising United Group, supported by David Higgins, debt finance partner Neel Sachdev, capital markets partner Matthew Merkle, technology & intellectual property transactions partner Jenny Wilson and tax partners Tim Lowe and Jan Hobbs. The team was also supported by local law firms Divjak Topic Bahtijarevic, Karanovic Partners and Setterwalls.

Tele2 was advised by Schoenherr through its offices in Austria and Croatia, having acted for Tele2 on a number of other disposals in the region. D’Souza said the acquisition will enable United Group to widen the services that it provides and its coverage across Europe.

Having crept largely unnoticed up Legal Business’ Global London table this year, Goodwin Procter’s City office has been making waves, announcing two major fundraisings in the same week.

The Boston-bred firm advised Glennmont Partners on the €850m closing of its Clean Energy Fund III to invest in clean energy infrastructure projects in Europe. The Goodwin team was led by London partners Michael Halford, Alexandrine Armstrong-Cerfontaine and Laura Charkin.

Although led out of New York by partners David Watson and James Donohue, Goodwin also advised Advent International on its $17.5bn fundraise for its ninth global private equity fund GPE IX Limited Partnership.

The fund surpassed its $16bn target after six months in the market while Advent’s previous global fund, GPE VIII, closed on $13bn 2016.Halford and Charkin also advised on the deal out of London.

Halford told Legal Business the Glennmont transaction was a sign of increased interest in renewable energy investments as indicated by the fund’s diversification of investors into the US and Asia. ‘The market is very active and this is a great time to be raising funds. We are expecting more funds activity over the summer.’

Watson said that Goodwin has acted for Advent since its formation in 1984 and has personally advised the private equity house since 1988. He notes an uptick of interest in the ventures space and a migration from its traditional heartlands of California and Boston over to New York.

nathalie.tidman@legalease.co.uk