Mergermarket table 1 - Law firms by global M&A deal value
Mergermarket table 2 - Law firms by global M&A deal volume
Deal 1: Anheuser-Busch's $104 billion acquisition of SABMiller
Jurisdictions: Belgium, United Kingdom, South Africa
Practice areas: M&A
Deal types: Public acquisition
Industry sectors: Food and beverage
Value: $104 billion
Firms: Clifford Chance, Cravath Swaine & Moore, Freshfields Bruckhaus Deringer, Herbert Smith Freehills, Hogan Lovells, Linklaters
Analysis
Anheuser-Busch InBev has secured a principle agreement on its $104 billion takeover of SABMiller. Should the deal be completed, it will be the largest acquisition in British history and the fourth largest ever. On completion, the new company would generate in excess of $70 billion of revenue each year and would be responsible for almost a third of beer production worldwide.
Belgian-headquarted AB InBev is already the largest brewer in the world and was formed in 2008 by the merger of InBev and the US-based Anheuser-Busch in a deal worth $52 billion. SABMiller is a South African brewing company headquartered in London and listed on the London Stock Exchange, where it is the sixth largest company listed, with a secondary listing on the Johannesburg Stock Exchange.
Linklaters and Hogan Lovells advise SABMiller on the deal, while AB InBev is represented by Freshfields Bruckhaus Deringer and Cravath Swaine & Moore. Herbert Smith Freehills is advising BevCo, the second largest shareholder in SABMiller, while Clifford Chance is assisting the controlling shareholders of AB InBev on the deal.
Deal 2: Lithuania's €1.5 billion bond issuance
Jurisdictions: Lithuania
Practice areas: Capital markets: Debt
Deal types: Bond issuance
Industry sectors: Government and public policy
Value: €1.5 billion
Firms: Sorainen
Lawyers: Tomas Kontautas, Daiva Liubomirskienė, Agnė Sovaitė
Analysis
Sorainen has advised the Lithuanian Ministry of Finance on its debut issue of a dual tranche Eurobond, with a total value of €1.5 billion.
The deal includes a 10-year €750 million Eurobond at 1.25%, the lowest coupon in the country’s history, and a 20-year €750 million Eurobond with a 2.125% coupon. The transaction was led by Barclays, BNP Paribas and HSBC.
Partner Tomas Kontautas was the leading lawyer on the deal, with senior associate Daiva Liubomirskienė and associate Agnė Sovaitė providing support.
Deal 3: Sacturino's acquisition of stake in Polyus Gold
Jurisdictions: Russia, United Kingdom
Practice areas: M&A
Deal types: Public acquisition
Industry sectors: Mining
Value: $9 billion
Firms: Allen & Overy, Debevoise & Plimpton, Herbert Smith Freehills, Norton Rose Fulbright
Lawyers: Chris Pearson, Paul Whitelock, Simon Cox, Rich Hughes, Julian Traill, Alexander Tsakeov, Pierre Maugue, Nik Kutnaks, Sanjeev Dhuna, Richard Hough, Chris Harrison, Greg Mulley, Mike Flockhart, Stephen Wilkinson
Analysis
Sacturino has made an unsolicited offer to obtain the remaining 58.2% stake in Polyus Gold International, Russia’s largest gold producer, that it or its parent company Wandle Holdings do not already own. The deal would value the target at $9 billion.
Polyus Gold International is being advised on the deal by Lazard, JP Morgan Cazenove and Credit Suisse, while VTB Bank will provide the financing for the transaction. Norton Rose Fulbright is advising Sacturino on the matter with a team led by London partners Chris Pearson, Paul Whitelock, Simon Cox and Rich Hughes and Moscow partners Julian Traill and Alexander Tsakeov. A team from Debevoise & Plimpton, led by Pierre Maugue and Nik Kutnaks, is advising the company on the financing aspects of the deal.
Herbert Smith Freehills is acting for Polyus Gold International on the matter, with a team led by Greg Mulley, Mike Flockhart and M&A head Stephen Wilkinson, while VTB Bank is being advised by a team from Allen & Overy led by partners Sanjeev Dhuna, Richard Hough and Chris Harrison.
Deal 4: Cameroon LNG facility
Jurisdictions: Cameroon, France, Bermuda
Practice areas: Project development, Project finance
Deal types: Project development
Industry sectors: Oil and gas
Value: $1.2 billion
Firms: Orrick Rambaud Martel, Herbert Smith Freehills
Lawyers: Yves Lepage, Olivier Meledo
Analysis
An agreement has been reached between the Republic of Cameroon, the Golar LNG Group and oil and gas producer Perenco to install and operate a floating liquefied natural gas facility (FLNG) of off the coast of southern Cameroon.
Once completed the project will be the first FLNG of its kind to be domiciled in Africa, and will allow Cameroon to enter a select club of countries that exports significant levels of liquid natural gas. Nigeria and Algeria are currently the only African jurisdictions with this status.
Orrick Rambaud Martel’s energy and infrastructure department, led by Yves Legape, advised Bermuda registered company Golar LNG and its subsidiaries Golar Hilli and Golar Cameroon through its negotiations with the National Hydrocarbons Corporation (SNH), a public company managing the interests of the Cameroonian State and Perenco Cameroon. The deal has been based on a gas convention between the parties, as well as a production sharing agreement between SNH and Perenco.
Herbert Smith Freehills is advising Perenco on its role as Cameroon’s largest oil and gas producer.
The facility is expected to cost around $1.2 billion to convert, financing for the project has been underwritten by CSSC (Hong Kong) Shipping Co. The initial $700 million conversion cost will be financed through a drawdown measure by Golar, and once the facility has been delivered from Singapore the further amount will be released. The result of this is that once completed, there will be no further requisite for direct funding from Golar.
Deal 5: SRP's Euronext Paris listing
Jurisdiction: France
Practice areas: Capital Markets: Equity
Deal types: IPO
Industry sectors: Technology and telecommunications, Consumer goods and services
Value: €256 million
Firms: White & Case, Dechert, Cleary Gottlieb Steen & Hamilton, McDermott Will & Emery
Lawyers: Thomas Le Vert, Philippe Herbelin, Matthieu Grollemund, John Brinitzer, Marie-Laurence Tibi
Analysis
Online fashion retailer Showroomprivé (SRP) has listed on to the regulated market of the Euronext Paris, raising €256 million as part of a move to improve the company’s image and finance its expansion. The company operates primarily in France, but is also active in seven other jurisdictions across Europe.
A White & Case team led by Paris partners Thomas Le Vert and Philippe Herbelin acted as counsel to Goldman Sachs and Deutsche Bank as joint global coordinators and joint bookrunners, the firm also advised BNP Paribas and Société Générale in their role as joint bookrunners.
The global offering comprised a new shares issuance of €50 million, as well as €176 million to be sold by the founders and investors, including Accel Partners, who invested in the company back in 2010, and Kilwa Investment. Chinese-based, American-listed, online retailer Vipshop had also already committed to purchase €30 million of shares as part of the global offering.
The Paris office of American firm Dechert, led by Matthieu Grollemund, advised US venture capital firm Accel Partners in its role in the offering, while a Cleary Gottlieb Steen & Hamilton team led by John Brinitzer and Marie-Laurence Tibi advised SRP.
Co-founders and CEOs David Dayan and Thierry Petit had initially hoped to raise around €424 million via the IPO. However the shares were priced at the lower end of its €19.50 to €26.30 range, and the overall amount raised was only €256 million.
The company had been set to join a group dubbed the ‘unicorn club’, a term for venture funded tech companies valued at $1 billion or more, including Uber, Eventbrite and Transferwise. At around €660 million, the company fell well short of this figure after the offering. Although welcomed by the company and its shareholders, the e-commerce company’s stuttering start is a warning sign for the French tech industry, especially poignant following the cancelled IPO of music streaming company Deezer a few weeks previously. The stock price in the company fell by around 14% in its first day of trading.
Deal 6: Oman's first sukuk sale
Jurisdictions: Oman
Practice areas: Islamic finance, Capital Markets: debt
Deal types: sukuk (Islamic bond)
Industry sectors: Banking
Value: OMR250 million (around $649 million)
Firms: Linklaters
Lawyers: Jonathan Fried, Neil Miller
Analysis
Oman sold its first sovereign sukuk (Islamic bond) last month as it looks to diversify its funding sources and stimulate the domestic Islamic finance sector and capital markets.
Linklaters acted as issuer’s counsel on the deal, with a team led by Dubai partner Jonathon Fried representing the Ministry of Finance on the five-year, OMR250 million issue. The sukuk, which will use an ijarah structure (meaning it is backed by government owned land), was sold to sophisticated investors. Bank Muscat’s Islamic arm, Meethaq, and Standard Chartered are jointly managing the deal.
The maiden issue by the sultanate will provide the country’s Islamic lenders with a rare opportunity to invest in a domestic sukuk.
Oman was the final country of the six which form the GCC (Gulf Cooperation Council) to distinguish between conventional and shariah-compliant banking. Looking to take advantage of the huge demand for shariah-compliant products in the region, the sultanate reversed its prohibition on Islamic finance in 2011, licencing the country’s first Islamic institutions, Al Izz Islamic and Bank Nizwa, in 2013.
Since the reform only one sukuk has been issued on the local market. Real estate developer, Tilal Development Company, sold the country’s first corporate sukuk in 2013.
Oman’s government hopes a first sovereign issue of this type will set a benchmark and encourage domestic private businesses to make use of the tool as a source of funding.
The issue will also provide some much needed liquidity to the local capital markets, which are somewhat behind their GCC neighbours in terms of investment and sophistication.
From the government’s perspective, the sukuk has further importance. Oman is heavily dependent on oil revenues and the slump in global prices means it needs to make up the shortfall through alternative means.
The Ministry of Finance has said it is considering a second sukuk next year.
Deal 7: Fiji's $200 million bond offering
Jurisdictions: Republic of Fiji
Practice areas: Capital Markets: Debt
Deal types: Bond issue
Industry sectors: Banking, Government and public policy
Value: $200 million
Firms: Allen & Overy, Clifford Chance, Lateef & Lateef
Lawyers: Amit Singh, Paul Porter, Matt Fairclough, James Booth, Michael Weaver, Nathan Wong
Analysis
The Republic of Fiji—an archipelago of over 300 islands—made a $200 million sovereign bond offering, which was the country’s first in four years.
The deal included a coinciding cash tender offer for Fiji’s outstanding bonds due 2016 and an offering of new bonds.
Fiji’s government had executed a new global bond after settling the existing $250 million bond taken up in 2011. In fact, 97.3% of bondholders had agreed to sell back their bonds in return for cash through a tender offer, and this time around—on account of the last trade’s success with investors—it carried a coupon of 6.625% compared to 9% in 2011.
It was the lowest coupon on interest rate ever payable on a bond in Fiji in the international bond market, and is a sign of improving confidence in the country’s economy and political landscape amid emerging economies’ anguish at the hands of the world's capital markets instability.
After enduring a military coup in 2006 Fiji is re-emerging as a democracy, and last year’s election promises a period of relative calm. This year the Reserve Bank of Fiji raised its estimate for economic growth to a record 6%, and the country can potentially achieve an annual GDP increase of over 4% for three years straight, which would be its first such streak since the early 1970s.
Despite market volatility, Fiji isn’t the only emerging economy looking to access global markets. In September Pakistan issued a $500 million 10-year Eurobond, while Iraq plans to raise $2 billion in its first bond sale for almost a decade.
“It wasn’t just a simple bond issue but a bond combined with a cash tender offer where the bond proceeds funded the tender—both settled on the same day. There was appetite for Fiji credit given the political stability in Fiji following elections last year and because the government is seen to be focused on economic growth. We managed to get the deal done amid the market volatility of the last few months, which is a testament to the appetite for Fiji credit,” says Allen & Overy’s Amit Singh while speaking with IFLR1000.
“Because of the debacle surrounding the Argentine sovereign debt restructuring which resulted from the New York court’s interpretation of the pari passu clause, the International Capital Markets Association has come up with recommended pari passu and collective action clauses which facilitate orderly restructuring—this transaction reflects such clauses and will, I suspect, be a trendsetter for future sovereign bond deals.”
ANZ acted as the sole lead manager and bookrunner in the latest $200 million bond, with magic circle firm Allen & Overy advising it in Hong Kong. Partner Singh led the Allen & Overy team alongside associate Paul Porter. Clifford Chance in Hong Kong acted for the Republic of Fiji, with partner Matt Fairclough leading and consultant James Booth, senior associate Michael Weaver and associate Nathan Wong supporting him. Independent Fijian firm Lateef & Lateef also acted for the state.
Deal 8: Western Digital's $19 billion acquisition of SanDisk
Jurisdictions: United States
Practice areas: M&A
Deal types: Public acquisition
Industry sectors: Technology and telecommunications
Value: $19 billion
Firms: Skadden Arps Slate Meagher & Flom, Cleary Gottlieb Steen & Hamilton, Baker & McKenzie
Lawyers: Neil Whoriskey, Matthew Salerno, Manoj Nair, Aaron Meyers, and David Moore
Analysis
Western Digital has announced its $19 billion acquisition of all outstanding shares of SanDisk, greatly expanding its range of storage solution products and assets.
A large team of lawyers from Cleary Gottlieb Steen & Hamilton, representing numerous practice areas such as corporate M&A, antitrust law, capital markets, intellectual property, environmental law, and employee benefits, provided counsel to the acquirer, as did lawyers from Baker & McKenzie. Skadden Arps Slate Meagher & Flom advised the target company.
The acquisition may not have come a minute too soon for SanDisk, which had announced a 17% drop in its year-over-year revenues through the third quarter of 2015. From the first through the third quarter, revenues reached slightly over $4 billion. According to a Forbes report published on October 23, the names Western Digital and Micron Technology both came up as possible acquirers in weeks preceding the merger.
The deal is symbolic of increasing consolidation in the tech sector. It stands as perhaps the highest-value and highest-profile acquisition within the industry since Facebook’s approximately $16 billion acquisition of mobile messaging systems platform Whatsapp almost exactly a year earlier, in October 2014.
Reporters
John Crabb: Bermuda, Cameroon, France
Adam Majeed: Fiji
Jon Moore: Belgium, Lithuania, Russia, South Africa, United Kingdom
Ben Naylor: Oman
Michael Washburn: United States