Sam Duke - Central & Eastern Europe (CEE), UK
Hill Choi Lee - Asia/Pacific
Adam Majeed - Asia/Pacific
Jon Moore - Baltics, Scandinavia, Turkey
Ben Naylor - Germany, Middle East
Michael Washburn - North America
James Wilson - France, Spain and Africa
One of the largest transactions last month was the announcement of Exelon Corporation’s acquisition of utility company Pepco Holdings for $12.2 billion creating an entity with 10 million customers in the US.
Davis Polk & Wardwell (Phillip Mills) is advising Lazard Freres & Co. as financial adviser to Pepco Holdings. Weil Gotshal & Manges (Morgan Bale and Jennifer Bensch) is acting for Barclays and Goldman Sachs on the financing, and Kirkland & Ellis (George Stamas, Mark Director, William Sorabella and Andrew Herman) is acting for Exelon.
Staying in M&A, the Hillshire Brands Company announced its acquisition of Pinnacle Foods from Balckstone for $6.6 billion. Simpson Thacher & Bartlett (Daniel Clivner, Justin Yi, Robert Smith and Mimi Cheng) is acting for the seller.
Elsewhere Skadden Arps Slate Meagher & Flom represented Brookdale Senior Living in its $1.2 billion joint venture with HCP. The deal sees the pair to own and operate entry-fee continuing-care retirement communities in the US.
In the capital markets the largest deals in the market included Ally Financial Inc’s $2.4 billion IPO, on which Davis Polk (Richard Sandler and Richard Drucker) took a role. The US Treasury was one of the selling shareholders dispensing of 95 million shares.
Another notable equity deal saw insurance company Arthur J Gallagher & Co offer $945 million in common stock, with the cash raised used in part to finance the acquisition of the insurance brokerage business of Australia and New Zealand focused Westfarmers, Milbank Tweed Hadley & McCloy (James Ball) acted for the underwriters.
It’s been a busy month for Chinese companies as Alibaba Group, the country’s leaders in e-commerce, engaged Slaughter and May for its latest strategic investment in Chinese department store operator Intime Retail. In anticipation of its planned IPO in the US this year, Alibaba has agreed to invest $692 million in Intime Retail, whose shares are listed on the Hong Kong Stock Exchange. Intime made use of Davis Polk & Wardwell’s services with corporate partner Paul Chow taking the lead. Recently, Alibaba has been on the offensive and bought a controlling stake of ChinaVision Media Group for over $800 million and bought Chinese digital mapping and navigation firm AutoNavi for $1.6 billion.
Prospective IPOs seems to be a theme for Chinese companies as Paul Weiss advised IMAX in the $80 million sale of a 20 percent stake in its Greater China business, IMAX China to CMC Capital Partners – a Chinese investment fund focused on media and entertainment - and FountainVest Partners, a China-focused private equity firm. By introducing Chinese ownership into its China subsidiary, IMAX expects the transaction to lead to an eventual initial public offering of IMAX China.
Baker & McKenzie advised Canada Pension Plan Investment Board (CPPIB) on its new venture with China Vanke, the largest residential developer in China. Through this venture, CPPIB will duly invest $250 million in the Chinese residential market as the focus is on new residential development projects in large cities across China.
In one of the largest recent mining acquisitions, Baker & McKenzie also acted for CITIC Metal in its acquisition from Glencore Xstrata of all its equity interests in the Las Bambas Copper Project in Peru for $6 billion. Clyde & Co has advised Sanpower Group in its $800 million acquisition of an 89% stake in British retailer House of Fraser. The deal is the Sanpower Group’s first major investment in the UK retail sector and China’s largest foreign retail investment to date.
Herbert Smith Freehills is advising Thailand’s biggest oil and gas explorer, PTT Exploration and Production Pcl (PTTEP), on acquiring Hess Corp’s Thailand assets for $1 billion. Hess Corp is represented by Freshfields Bruckhaus Deringer, led by energy and natural resources partner Gavin MacLaren who is based in Singapore. The deal is expected to close by the end of May, and will allow PTTEP to gain stakes in the Ubon, Pailin and Morakot oil fields to bolster their gas business.
In Australia, Gilbert + Tobin has been busy and advised Goldman Sachs as the underwriter on BOQ’s equity raising to fund its proposed acquisition of Investec Australia’s A$440 million specialist finance and leasing businesses. The firm also advised Woolworths South Africa’s proposed A$2.15 billion acquisition of David Jones.
Finally in India, Luthra & Luthra advised a consortium of 22 lenders in the corporate debt restructuring deal of Shiv-Vani Oil and Gas Exploration Services, in a deal worth INR3,000 crores ($493.7 million).
Europe, Middle East & Africa
Carrefour was in the news again this month with Clifford Chance and De Pardieu Brocas Maffei busy advising the French retailer on the creation of the €2.7 billion Carmila mall company and the latter’s acquisition of 126 sites from Klépierre for €2 billion. The deals, completed on April 16, saw Carrefour team up with international investors including Amundi, Axa, Blue Sky Group, BNP Paribas, Colony Capital, Crédit Agricole Assurances, Pimco and Sogecap to form Carmila, which will focus on developing shopping centres adjacent to Carrefour hypermarkets in France, Spain and Italy. Carrefour put in €800 million of its own equity and will own 42% of Carmila, while co-investors put in €1 billion. A further €900 million bank facility was secured.
For Clifford Chance in Paris, Mathieu Remy and Marianne Pezant (counsel) led on equity issues, Thierry Arachtingi and Anne Vrignaud (counsel) on financing and Patrick Hubert and Mélanie d'Anglejan-Châtillon on competition. Spain based partners Begona Barrantes and Miguel Andreu advised on Spanish competition law. De Pardieu advised Carrefour on the legal and tax structuring of Carmila and also assisted on corporate, real estate, tax and regulatory aspects. Real estate partner Emmanuel Fatôme worked with Marlène Benoist-Jaeger and Amandine Joulié on the deal with Nicolas Favre, Sébastien Sayn-Urpar and Caroline Parat assisting on corporate aspects. Allen & Overy, led by Julien Roux, advised the banks, while Spanish firm Garrigues advised Carmila Spain with a team comprising real estate lawyers Lorenzo Clemente Naranjo and Jorge García-Pellicer, tax specialists José Vicente Iglesias and Maria Muñoz and administrative law partner Beatriz Del Peso.
Clifford Chance was busy elsewhere in the retail sector advising Symrise, which on April 12 entered into exclusive talks with the owners of Diana Group, among them Ardian (formerly AXA Private Equity), to acquire Diana Group for €1.3 billion. David Aknin and Alexandre Duguay from Weil Gotshal & Manges were representing Diana Group.
On April 10, Vivendi accepted the much talked about offer by Altice and Numericable for SFR, which values it at €17 billion and now paves the way to make Numericable/SFR France’s second biggest telecoms company. Franklin advised the acquirers, with Alexandre Marque at the helm, while Mayer Brown’s Laurent Borey and Olivier Parawan advised on structuring the acquisition. A raft of other firms were involved, including Ropes & Gray and Nabarro & Hinge on the financing, Bird & Bird’s Benjamine Fiedler advised on social law and Cleary Gottlieb Steen & Hamilton’s Marie-Laurence Tibi led a team advising Numericable Group on the corporate law.
Another notable (cross-border) M&A deal saw a French-US team from Freshfields Bruckhaus Deringer advise Ardagh Group, which concluded its acquisition of Verallia North America. Also involved were Sherman & Sterling, which acted on financing and competition, while Bredin Prat and Cravath Swaine & Moore assisted Compagnie de Saint-Gobain.
In a high profile restructuring, Gascogne signed an agreement with its creditors to allow for a restructuring of its industrial activities, the strengthening of its equity capital (including a capital raising exercise) and a debt restructuring (involving new bank facilities). The restructuring involved the majority shareholders EEM as well as a consortium of investors including Biolandes Technologies, Les Dérivés Résiniques et Terpéniques (DRT), Bpifrance Participations and CA-CIB. Orrick Rambaud Martel, led by a team including Diane de Moüy, Alexis Marraud des Grottes and Philippe Hameau advised Gascogne. Veil Jourde assisted Bpifrance, DLA Piper acted for Biolandes and Cabinet Lantourne represented EEM. The banks were advised by Racine.
In private equity, Equistone Partners Europe, a leading European mid-market house, sold its stake in private healthcare operator Médi-Partenaires after a nine-year investment. The exit will see Médipôle Sud Santé and Médi-Partenaires merge to form the number two player in private hospitals in France, with combined revenues of approximately €830 million in 2013, and a consortium led by Marcel Hermann, the management team, Bridgepoint and co-investors acquire 100% of Médi-Partenaires, including stakes owned by LBO France and Equistone. The deal involved a number of legal advisors, including Landwell & Associés acting for Médipôle Sud Santé and Médi-Partenaires on tax and social law, Latham & Watkins for Bridgepoint, Mayer Brown and Gide Loyrette Nouel for LBO France and King Wood & Mallesons SJ Berwin for Marcel Hermann.
Elsewhere in private equity, PAI Partners announced its acquisition of a majority stake in Euro Media Group, Europe’s leading provider of audio-visual facilities and services. The deal will see EMG’s founders and original shareholders reinvest alongside PAI Partners. Willkie Farr & Gallagher advised PAI Partners on the deal with a team led by corporate partner Christophe Garaud.
In the capital markets, White & Case advised Financière Quick on the refinancing of its existing debt with a €440 million guaranteed debt issuance due 2019 and a €155 million unguaranteed issuance due 2019. The structure of the issuances is a first in the French market. Colin Chang led the White & Case team, while Linklaters acted for the banks. In another highlight deal for White & Case in late April, Raphaël Richard led a team advising the lenders on a €3 billion syndicated credit facility to PSA Peugeot Citroën. Bredin Prat acted for the carmaker.
Germany’s private equity volume for 2014 was given a welcome boost in April after two deals exceeding $1 billion in value were concluded. In a secondary, Permira bought chemical manufacturer CABB from Bridgepoint with the help of Clifford Chance, chiefly the firm’s Frankfurt based head of private equity, Oliver Felsenstein. The UK based fund was represented by a team from Freshfields Bruckhaus Deringer’s Frankfurt office led by Markus Paul. The other deal saw Triton acquire the GEA’s heat exchanger unit for $1.8 billion. Freshfields was again involved. Dusseldorf partner Anselm Raddatz this time heading the team, which, alongside Allen & Overy’s Frankfurt office, acted for the engineering group. On the other side was Hengeler Mueller and Hoffmann Lieb Fritsch & Partner.
Chemicals proved a lucrative sector for German outside counsel last month. Domestic based distributor Brenntag refinanced its €1.5 billion syndicated credit facility, which was due to expire in 2016, in April through a syndicate of 22 banks, reducing the annual interest rate by €6 million a year and increasing the loan by €100 million. Hengeler Mueller was again involved, with Frankfurt finance partner Johannes Tieves leading the team acting for the borrower.
Another notable matter finalised in Germany in April was Hoctief’s restructuring, which was achieved with the help of Baker & McKenzie’s German offices.
Finland saw a number of M&A deals taking place in April. Making full use of its China desk, Borenius advised Glodon Software Company in its acquisition of Progman, a software house specialising in the design of utility programming. Glodon itself is a leading construction software company based in Beijing.
Another Finnish firm, Krogerus, also had a busy month and was involved in two spin-off deals. The first involved advising Flowserve Corporation on its divestment of its business unit Naval including a manufacturing facility in Laitila along with a support centre in St Petersburg. Later in the month it also completed the creation of logistics and industrial property investment company Certeum. The new entity acquired assets from Sponda and the Varma Mutual Pension Insurance Company for €920 million. Both are now shareholders in Certeum along with the Finnish state pension fund Valtion Eläkerahasto.
Staying in Scandinavia, Sweden saw the first senior notes issue in the wind power sector this month. Wind power provider Arise issued SKr1.1 billion ($167 million) senior secured green notes due 2019 at a floating interest rate of 3.00 percentage units above three-month STIBOR. Mannheimer Swartling advised DNB Markets, which acted as financial advisors to Arise and lead manager for the notes issue.
In the Baltics, insurer RSA sold entities in Estonia, Latvia and Lithuania as part of its wider strategy to focus its business on its home market in the UK and Ireland. Pan-Baltic firm Lawin was responsible for the Baltic aspects of the deal.
The Swiss equity capital markets saw significant deals in April-May. On 23 April, global precision engineering group SFS Group, which has 7,000 employees, announced its IPO on SIX Swiss Exchange and began its bookbuilding process, with the trading expected to start on 7 May. The IPO marks the largest IPO on SIX Swiss Exchange over the past years in terms of market capitalization. Niederer Kraft & Frey acted as sole issuer counsel to SFS, led by Philippe Weber, Andreas Casutt, Daniel Bono, Christina Del Vecchio, Gian-Andrea Caprez and FlorianBernet.
On 6 May, HIAG Immobilien Holding, which focuses on redeveloping commercial sites and properties in Switzerland, also announced the launch of its IPO on SIX Swiss Exchange. In this deal Niederer Kraft & Frey acted as sole underwriter counsel to Credit Suisse and Bank Vontobel, with a team comprised of Philippe Weber, Thomas Brönnimann, Christina Del Vecchio, Yannick Wettstein and others.
No doubt the most high profile transaction news last month was the announcement that pharmaceutical behemoth Pfizer had launched a takeover bid for UK based AstraZeneca. Skadden (Michael Hatchard, Scott Hopkins) secured the main role advising Pfizer while Freshfields (Julian Long) is acting for the UK company. Clifford Chance is acting for Pfizer on antitrust matters.
The move garnered a lot of coverage in the British press and was also a talking point in parliament with numerous sources urging business secretary Vince Cable to step in and block the deal, following fears that jobs and the UK’s research and development capability would be negatively affected by the move. Some media sources have pointed to the takeover of Cadbury of Kraft as a precedent for this negative effect on the UK economy and some MPs have called for stricter rules on foreign takeovers as a result.
In the same sector, three of the UK’s ‘Magic circle’ took roles on a joint venture and asset swap between GlaxoSmithKline (GSK) and Novartis. The deal sees the two companies combining their consumer healthcare businesses. Freshfields and Linklaters are acting for Novartis, while Slaughter and May is advising GSK on English law matters with Cleary Gottlieb acting on US law issues.
Staying in M&A another substantial deal was Nanjing Cenbest’s (a subsidiary of China’s Sanpower Group) £480 million bid for a 89% majority stake in UK department store House of Fraser. Simpson Thacher & Bartlett (Derek Baird, Shaolin Luo) secured the role working for Nanjing, while Linklaters (Simon Branigan) is advising House of Fraser. In addition Clyde & Co is acting for Sanpower.
The big news in Austria was the state’s agreement with America Movil over Telekom Austria (TA), which gives the telecoms multinational joint control of the group with OAIG, the state’s holding company. Schoenherr and CHSH advised America Movil and OAIG respectively in negotiations for the agreement. As an alliance, the two companies now hold a joint 55.2% stake in TA meaning under Austria law a takeover bid for the remaining shares must now be issued.
Schoenherr also secured a role on what proved to be Slovenia’s largest ever M&A deal in April acting for shareholders on Helios Domzale on a sale of a majority stake in Helios to Ring International Holding (a stationary products and coatings company) for €106 million.
It is fairly safe to assume the unrest and violence in Ukraine has stymied if not halted most activity. But, just as it has discouraged outside investment and made it difficult for local businesses to raise finance internationally, it has engendered some mandates as international businesses already present in the country seek to exit Ukraine. Foreign lenders have been divesting their Ukrainian businesses since the economy started to decline so the Bank of Cyprus’ decision to sell its Ukrainian assets, comprising its subsidiary and loan portfolios, to domestic group Alfa Bank may have only been hastened rather than instigated by the unrest in the country. Baker & McKenzie’s Kiev office advised the buyer on the deal while Chadbourne & Parke assisted the seller.
Several companies were in search of liquidity in UAE in April. Etisalat secured a €3.15 billion multicurrency loan facility, which it will use to acquire Vivendi 53% stake in Maroc Telecom, with the help of Latham & Watkins. The US firm’s team, led by Anthony Pallet, spanned its Abu Dhabi, Doha and Dubai offices.
The country also welcomed its first IPOs in five years on both Nasdaq Dubai and the country’s main exchange DFM (Dubai Financial Market). Emirates REIT (real estate investment trust) raised $175 million through its IPO on Nasdaq Dubai. Emirates, which manages a mix of social and commercial real estate valued at $333 million in December 2013, will use the cash generated from the deal to finance acquisitions and develop its assets. The group was represented by a team from K&L Gates Dubai office headed by Owen Waft. Online retailer Marka ended the IPO drought on DFM dating back to Drake & Skull’s in 2009, receiving orders exceeding $2.7 billion for shares valued at $75 million.
With recovery of the local economy, which is now less reliant on real estate, and markets, a spate of IPOs is expected this year.
Highlight deals on the African continent recently saw Akin Gump advising global telecoms operator VimpelCom in relation to the sale by Egyptian-listed subsidiary Global Telecom Holding (GTH), the country’s main mobile network, of its 51% stake in Orascom Telecom Algérie (OTA) to the Fonds National d’Investissement (FNI - the Algerian national investment fund), for $2.64 billion. The deal was signed on April 18 and is expected to reach close by the end of 2014. The deal was led out of London by corporate partners Dan Walsh and Sebastian Rice and finance partner Fred Heller. Gide Loyrette Nouel’s Jean-Gabriel Flandrois and Samy Laghouati advised VimpelCom on French and Algerian law, while Shearman & Sterling has been representing the Fonds National d’Investissement (FNI).
A flurry of news emerged surrounding potential deals in Zimbabwe’s energy sector. The rumours focused on Puma Energy, which is majority owned by Trafigura, taking control of Sakunda Energy. Engen was also said to be planning significant investments in the country off the back of its work on the Beira Terminal in Mozambique.
On the disputes side, in May Rio Tinto filed a significant and high profile legal complaint in the Southern District Court of New York against Vale and BSG Resources over rights to the vast Simandou iron ore mine in Guinea. The complaint alleges malpractice on the part of Vale and BSG Resources in order to take control of various licenses for northern Simandou. Quinn Emanuel Urquhart & Sullivan was representing Rio Tinto.