Tag: deal watch

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Deal Watch: activity powers on as Latham and A&O lead on $19bn energy joint venture

Despite the inevitable slowdown in the spring following Russia’s invasion of Ukraine, deal activity rebounded over the summer with an unusually busy August. Latham & Watkins, Kirkland & Ellis and the magic circle were among the firms taking the lead on billion-pound private equity, energy and tech deals.

Latham advised EIG on its $4.8bn acquisition of a 25% stake in Repsol Upstream, a newly formed global exploration and production company comprising the entire global upstream oil and gas business of Spanish energy company Repsol.

London corporate partners Sam Newhouse and Simon Tysoe, and London associate George Venables led the Latham team that included London associates Emily Smith and Saavan Shah, and Madrid associates Marta Portuondo and Carmen Esteban.

Repsol instructed an Allen & Overy (A&O) team led by Madrid partners Iñigo del Val, Ignacio Ruiz-Camara and Tom Wilkinson, and London partner John Geraghty.

Tysoe told Legal Business: ‘It’s a great opportunity for Repsol to monetise its existing upstream assets and be able to prioritise the cash for the development of non-oil and gas energy in its portfolio. At the same time, EIG has a great track record of optimising the performance of portfolios, bringing cutting-edge, ESG-focused techniques to them and successfully getting them to a point where it can exit, such as through an IPO. It is a great combination of talents and shows there are still really good opportunities out there for private investment in oil and gas on a big scale.’

Staying on the theme of ESG, Macfarlanes and Sidley landed roles on MetLife Investment Management’s acquisition of specialist ESG investment manager Affirmative Investment Management (AIM).

Macfarlanes’ Tim Redman, who acted for AIM on its strategic investment from Sumitomo Mitsui in 2020, led on the sale. He noted: ‘We’re seeing ESG as an increased focus for all of our clients, regardless of what sector they are operating in, and this is a great example of a global institution strengthening their offering. In this case MetLife will be doing so by combining AIM’s expertise in ESG with its existing commitment to sustainable investing.’

Redman was assisted by corporate and M&A associate Luis Soares de Sousa, while senior counsel Sarah Shucksmith and associate Beth Leggate advised on tax aspects. MetLife instructed a Sidley team led by partners Jonathan Kelly, James Wood and Eleanor Shanks.

Elsewhere, Simpson Thacher, Kirkland and Eversheds Sutherland advised on Oakley Capital’s £1bn acquisition of testing, inspection, certification and compliance sector company Phenna Group.

Eversheds global corporate co-head Richard Moulton led on the matter for Phenna and said: ‘The business has grown significantly with Inflexion’s ownership and support. With a lot of acquisitions around the globe, it has been turned into a truly global testing, inspection and certification business. For Inflexion, it is a significant sale as the company has attained a value of over a billion under its stewardship, meaning a 5.5 times return on its money.

‘What we are seeing is that for very good assets – and this is one of them – there’s still appetite to invest with plenty of liquidity and private equity dry powder in the market. There has, however, been broader caution in the PE market, certainly across consumer-facing sectors.’

Moulton was assisted by tax and banking partners Colin Askew and Christopher Akinrele, principal associates Russell Naglis in corporate and Charlie Markillie in competition as well as tax senior associate Matthew Cummings and corporate associates Megan Irons and Philip Smith.

On the buy side, Simpson Thacher’s corporate partners James Howe and Ben Spiers led the M&A team, which included associates Chris Vallance, Jenny Leung, Nishita Vasan, Alex Ward, Jewel Zhu, Beanka Chiang and Oliver Heighton. Funds partners Jason Glover and Robert Lee; antitrust partner Étienne Renaudeau; Washington DC-based national security regulatory practice head Mick Tuesley, and head of UK tax Yash Rupal also advised.

A Kirkland team led by debt finance partners Neel Sachdev and Kanesh Balasubramaniam advised Oakley Capital on banking aspects. On tax matters, partners Peter Abbott and Gal Shemer assisted.

Meanwhile, Cleary Gottlieb and Jones Day acted on Macquarie’s €2.4bn acquisition of Vigie’s (formerly Suez) UK waste business from Veolia Environnement. The transaction was part of an antitrust divestment program following the 2021 merger of Veolia and Vigie.

A Cleary team led by partners Pierre-Yves Chabert in Paris and Nallini Puri in London represented Veolia Environnement on the sale. Also in London, partners Jackie Holland and Paul Gilbert, senior attorney John Messent and associates Courtney Olden and Fay Davies advised on competition aspects. Jones Day’s Vica Irani and Ben Larkin led on the acquisition for Macquarie.

Finally, A&O and Cleary are advising Canadian software company OpenText on its $6bn offer for Micro Focus, the UK-based enterprise software provider. Partners Seth Jones and Annabelle Croker are leading for A&O, while Cleary’s M&A team includes Jim Langston, Chris Moore, Dan Tierney, Andrew Wood and Sam Connor.

For Microfocus, a Slaughter and May team is being led by partners Paul Dickson, Harry Hecht and David Johnson, and includes associates Warwick Brennand, Thomas Fletcher, Thomas Whitney, Matthew Atkinson and Emily Galvin.

megan.mayers@legalease.co.uk

This article first appeared on Legal Business.

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Dealwatch: Weil and Mayer Brown scoop leads on Nestlé’s $4bn US ice cream business sale

Weil Gotshal & Manges and Mayer Brown have advised on the sale of Nestlé’s US ice cream business to Froneri for $4bn.

Froneri is an ice cream focused joint venture by Nestlé and PAI Partners created in 2016. The deal means that brands such as Häagen-Dazs, Edy’s, Drumstick and Dreyer’s will join its portfolio which already includes Movenpick, Green & Blacks and Cadbury’s ice cream.

Weil advised Froneri with a team led by London managing partner Michael Francis and included London private equity partner Jonathan Wood, head of the technology and IP transactions practice Barry Fishley and banking partner Tom Richards.

Mayer Brown advised Nestle with a team led out of the US by partners David Carpenter, John Boelter and Michelle Gross.

Carpenter told Legal Business: ‘Nestlé has already contributed to the ice cream business in different parts of the world through this joint venture. The buyer is actually 50% owned by Nestlé and so it’s moving the ice cream business into a company that has a private equity partner. It will be focused on ice cream rather than being part of a big conglomerate.’

The transaction is expected to close in the first quarter of 2020.

Meanwhile, Freshfields Bruckhaus Deringer advised private equity firm CVC Capital Partners on the acquisition of a stake in WebPros Group by CVC Fund VII from Oakley Capital Private Equity and other investors.

WebPros is a web hosting automation software provider for server management and includes web hosting platforms cPanel and Plesk and web hosting management and billing software WHMCS.

The Freshfields team was led by global co-head of financial sponsors Charles Hayes, co-head of European leveraged finance Alex Mitchell and corporate and M&A lawyer Vincent Bergin.

Kirkland & Ellis advised Oakley Capital on the sale led by London corporate partners Rory Mullarkey and Jacob Traff as well as Ben Leyendeckerin Munich.

The deal is expected to close in the first quarter of 2020.

Elsewhere, White & Case advised on the $25.6bn IPO of Saudi Arabian Oil Company (Saudi Aramco), making it the world’s largest IPO. The company began trading on the Saudi Arabian Tadawul Stock Exchange on Wednesday 11 December under TADAWUL: ARAMCO.

The offering included subscriptions from institutions and individuals, comprising of SAR 446bn ($119bn). The Kingdom of Saudi Arabia sold 3bn shares of Saudi Aramco which accounted for 1.5% Saudi Aramco’s share capital.

The White & Case team was led by Dubai partner Sami Al-Louzi and included London partners Inigo Esteve, capital markets partner Alexander Underwood, Ronan O’Reilly and employment compensation and benefits lawyer Jack Gardener. The Law Office of Megren Al-Shaalan also advised Aramco with a team led by Megren Al-Shaalan and Doug Peel and included London capital markets partner Ibrahim Soumrany.

The $1.7trn valuation makes Saudi Aramco the largest company by market capitalisation. Over 400 White & Case lawyers from around 20 offices advised Saudi Aramco on the transaction.

Latham & Watkins advised the underwriters of Saudi Aramco on non-Saudi law matters. The team was led by New York partners Marc Jaffe and Ian Schuman and included London partner Craig Nethercott. London partners James Inness and Jeremy Green offered advice on corporate matters, Chirag Sanghrajka advised on finance, Rob Moulton advised on regulatory matters while Karl Mah advised on tax.

Prior to the listing, the largest IPO spot was held by Alibaba Group Holding Limited which listed in September 2014 on the New York Stock Exchange (NYSE) for $21.8bn.

Finally, Cleary Gottlieb Steen & Hamilton advised Qatar Investment Authority (QIA) on the $450m acquisition of a 25.1% stake in Adani Electricity Mumbai Limited (AEML) from Adani Transmission Limited as well as a shareholder subordinated debt investment by QIA in AEML.

AEML is part of Adani Group, an integrated business conglomerate based in India which includes six publicly traded companies, focusing on resources, logistics, energy and agriculture.

The Cleary team was led by London partners Tihir Sarkar and Nallini Puri.

Puri told Legal Business: ‘QIA is a very big investor to be partnering with. The Adani Group is a big group with lots of diversified interests and historically they’ve engaged in a lot of acquisitions, particularly within India. India’s done less with foreign investors. In some ways this is a very significant partnership for them because they’ve tied up with a very high profile investor.’

AEMl was advised by Indian firm Cyril Amarchand Mangaldas led by partners from the Mumbai office.

The deal is expected to close in early 2020 subject to customary conditions and regulatory approval.

muna.abdi@legalease.co.uk

This article first appeared on Legal Business.

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Dealwatch: A&O and Ashurst close £1.2bn UK tunnel project as US-led buyouts take centre stage

Allen & Overy and Ashurst won leading roles on the £1.2bn Silvertown Tunnel project, the only big-ticket UK-led deal this week in a market awash with US buyouts.

A&O advised a consortium including Aberdeen Standard Investments, BAM PPP PGGM, Cintra, Macquarie and SK Group on the Silvertown Tunnel PPP with a team led by David Lee and including partners Mark Walker and Sara Pickersgill.

An Ashurst team led by partners Terry van Poortvliet and Jonathan Turner advised the procuring authority, Transport for London, on the tunnel, which will run under the River Thames and reduce congestion at the existing Blackwall Tunnel.

Lee commented: ‘This PPP deal is a significant UK infrastructure project which will bring huge benefits to South East London. It is interesting to note that in a world in which political discourse remains outspoken and disruption to our political system continues unabated, business and the public sector can still work together quietly and effectively to deliver important projects.’

Meanwhile leading US firms have dominated this week as LVMH Moët Hennessy Louis Vuitton (LVMH) acquires global jeweller Tiffany & Co for $16.2bn and eBay sold StubHub to Viagogo for $4.05bn.

Skadden, Arps, Slate, Meagher & Flom advised LVMH on its acquisition of Tiffany & Co for $135 per share in cash, with a valuation of roughly $16.2bn.

The Skadden team was led by New York partners Howard Ellin and Sean Doyle. Allen & Overy advised the banks financing LVMH with a team led by counsel Thomas Roy and partners London-based partner Nick Clark and Todd Koretzky out of New York providing support.

Roy commented: ‘Assembling loan facilities of this size in such a short time period is a testament to the strength of LVMH’s banking relationships and the depth of the European loan market.’

A Sullivan & Cromwell team led by New York corporate partners Frank Aquila and Melissa Sawyer advised Tiffany.

The deal is expected to close in the middle of 2020 and is subject to customary closing conditions, regulatory approvals and approval from Tiffany’s shareholders.

Meanwhile, Wachtell Lipton Rosen & Katz, Skadden and Kirkland & Ellis have all won lead mandates alongside Quinn Emanuel Urquhart & Sullivan as eBay agreed to sell StubHub to Viagogo for a purchase price of $4.05bn in cash.

Both StubHub and Viagogo are ticket marketplaces occupying the live sport, music and entertainment events space, with Viagogo having a much larger international presence, while StubHub is exclusively based in the US. Viagogo’s founder and chief executive Eric Baker co-founded StubHub in 2000 but left the company before eBay acquired it for $310m in 2007.

Baker commented: ‘It has long been my wish to unite the two companies. Buyers will have a wider choice of tickets, and sellers will have a wider network of buyers. Bringing these two companies together creates a win-win for fans – more choice and better pricing.’

Ebay is being advised by a Wachtell team led by corporate partners Daniel Neff, Karessa Cain and Raaj Narayan and includes restructuring and finance partner John Sobolewski and tax partner T.Eiko Stange. Quinn Emanuel is also advising eBay.

Viagogo is being advised by a Skadden team led by M&A partners Howard Ellin and Michael Chitwood and IP and technology partner Stuart Levi as well as a Kirkland team led by debt finance partners Jason Kanner and Andrea Weintraub and capital markets partner Sophia Hudson.

The sale is expected to close by the end of the first quarter of 2020 and is subject to regulatory approval and customary closing conditions.

Finally, Skadden also led on another big-ticket transaction, advising PayPal in its $4bn acquisition of Honey.

The Skadden team advising PayPal was led by corporate partner Michael Mies and antitrust/competition partner Ingrid Vandenborre. Latham & Watkins advised Honey Science Corporation with a team led by Los Angeles corporate partners Alex Voxman and Jordan Miller.

muna.abdi@legalease.co.uk

This article first appeared on Legal Business.