Slaughter and May has been drafted in by the Walt Disney Company on its Sky News bid while Linklaters and Ashurst took the lead as infrastructure investors scoop UK waste management business Cory Riverside Energy.
The latest twist in the multi-billion pound takeover of Sky has seen a team led by Slaughters corporate partner Richard Smith advising Disney on a bid for Sky News. This after a UK government decision last week (5 June) that Rupert Murdoch-owned 21st Century Fox could pursue its £18.5bn bid for the 61% of Sky it did not already own on the condition it sells Sky News.
UK culture secretary Matt Hancock said he agreed with the Competition and Markets Authority (CMA) that divesting Sky News to Disney, or to an alternative suitable buyer, with an agreement to ensure it is funded for at least ten years, is likely to be the most proportionate and effective remedy for the public interest concerns that have been identified.
21st Century Fox, advised by Allen & Overy (A&O), had put its bid in for Sky in December 2016, valuing the UK-listed media and telecoms giant at £10.75 a share.
But then earlier this year, Philadelphia-headquartered broadcasting heavyweight Comcast threatened to thwart that deal, offering what it called a ‘superior’ £22bn cash proposal of £12.50 a share, a 16% increase in value on 21st Century Fox’s offer.
Acting for Comcast on its bid for Sky is a London-based Freshfields Bruckhaus Deringer team, as well as Davis Polk & Wardwell out of New York. Meanwhile, Skadden, Arps, Slate, Meagher & Flom and Simpson Thacher & Bartlett are advising 21st Century Fox on its bid, while Sky is advised by Herbert Smith Freehills.
Sky has been coveted for years. In 2010, News Corp made an £8bn takeover bid for Sky, only to withdraw a year later because of the phone-hacking trial. Regulatory concerns regarding media ownership have also been raised around combining Murdoch’s News Corp media giant with Europe’s largest pay-TV broadcaster.
HSF and A&O also led for Sky and 21st Century Fox in 2014, when Sky (then called BskyB) concluded a deal worth up to £7.4bn to buy European sister companies Sky Deutschland and Sky Italia from 21st Century Fox.
In another big-ticket deal, an Ashurst team led by partners Jason Radford and Nick Rainsford advised an infrastructure investor consortium fronted by Dalmore Capital on its acquisition of Cory Riverside Energy, the owner of the UK’s largest energy-from-waste plant in London, for more than £1.5bn.
The consortium, including Canadian fund manager Fiera Infrastructure, Semperian PPP Investment Partners, and Swiss Life Asset Managers – the investment arm of insurance company Swiss Life – is buying all of Cory.
The sellers, distressed debt investor Strategic Value Partners, EQT Credit, Commerzbank and other shareholders, were advised by a Linklaters team led by partner Ben Rodham.
Strategic Value Partners, Commerzbank and EQT Credit took over Cory in 2015 amid a debt-to-equity restructuring which also saw Cory sell its non-core businesses in waste collection and landfill & gas to refocus on its core energy recovery facility. Cory’s debt was then restructured last year with £540m of debt facilities.
Cory’s energy-from-waste plant in Belvedere, east London, has been operational since 2012 and has an annual capacity of around 750,000 tonnes of residual waste.
Financial advisers on the sell-side were JP Morgan and Credit Suisse while Macquarie Capital and Rothschild advised the buyers.
Further afield, but also notable because of its size, a Bain Capital-led consortium’s US$18bn acquisition of Toshiba’s semiconductor business also kept a host of advisers busy.
The deal saw the Bain Capital consortium, which includes Apple, Seagate, Kingston, Hoya, Dell Technologies and SK Hynix, acquire the Japanese conglomerate’s Toshiba Memory business.
A Ropes & Gray team led by private equity partner Tsuyoshi Imai advised Bain Capital and a Dechert team led by Hong Kong corporate partner David Cho and London finance partner John Markland advised SK Hynix.
A Morrison & Foerster team advised Toshiba, led by Tokyo managing partner Ken Siegel, corporate partner Ivan Smallwood, TTG partner Stuart Beraha and litigation partner Louise Stoupe.
Linklaters advised the banks – SMBC, MUFG, Mizuho Bank on their provision of 600bn yen ($5.5bn) of senior facilities for the acquisition. The Linklaters team was cross-jurisdictional and multi-practice, led by Zenya Onishi, banking counsel of Linklaters Tokyo and Davide Mencacci, banking partner of Linklaters Hong Kong.
