Last year’s growth in confidence in the corporate sector together with fundraising activity among a number of large private equity houses has culminated in deals totaling almost $100bn being announced yesterday (13 January), with one of the largest being Japanese investment firm Suntory’s $16bn offer for Beam, throwing up heavyweight roles for Cleary Gottlieb Steen & Hamilton and Sidley Austin.
For Suntory, which will acquire all of Beam’s shares for $83.50 per share, Cleary Gottlieb is being led by corporate partners Paul Shim and Benet O’Reilly, with the team also including New York-based finance partner Meme Peponis; competition partners Mark Nelson (Washington); and Robbert Snelders (Brussels). The firm also advised Suntory on IP, tax, environmental and executive compensation and employee benefits.
Beam is being advised by a team from top 15 global firm Sidley Austin, led by Chicago-based M&A partners Tom Cole and Beth Flaming.
The deal, which has the unanimous backing of each companies’ board of directors but is subject to regulatory approval, will see Suntory acquire Beam’s famous brand alcoholic beverages, including Jim Beam, Maker’s Mark and Knob Creek bourbons, Teacher’s and Laphroaig Scotch whiskies. This will add to Suntory’s own portfolio of Japanese whiskies, including Yamazaki, Hakushu, Hibiki, and Kakubin. If the deal goes through it will make Suntory the world’s third largest maker of distilled drinks.
The deal follows Suntory’s £1.35bn acquisition of soft drink brands Lucazade and Ribena from GlaxoSmithKline (GSK) in September last year, when Clifford Chance advised the Japanese investment company and Allen & Overy advised GSK.
Other deals announced this week include Charter Communications’ $61bn offer for Time Warner Cable, throwing up heavyweight roles for Wachtell Lipton Rosen & Katz and Kirkland & Ellis for Charter.
Time Warner, which is being advised by Paul Weiss Rifkand Wharton & Garrison, has rejected the offer, which is the biggest unsolicited takeover bid since 2008, according to Bloomberg.
Meanwhile, two UK magic circle firms are facing off in another major transaction. Linklaters is advising Amec on the $3.2bn acquisition of its Swiss rival Foster Wheeler, led by corporate finance partner Shane Griffin, alongside fellow corporate partner Aedamar Comiskey. Scott Sonnenblick and Tom Shropshire are advising on US law aspects of the deal from New York and London respectively, while John Tucker and Simon Pritchard are providing advice on finance and antitrust.
Freshfields Bruckhaus Deringer is representing Foster Wheeler, with London co-head of M&A Simon Marchant leading the team alongside US corporate practice head Matthew Herman.
News of these deals come despite reports that M&A transactions were down overall globally in 2013. However, Weil, Gotshal & Manges equity capital markets and M&A partner Peter King told Legal Business: ‘The market has been building up since the second half of last year and is starting to produce more deals. There’s more confidence at boardroom level and private equity has been active throughout.
‘But there is always an element of fragility in these things, and any unexpected events could disrupt the market.’
david.stevenson@legalease.co.uk
