Latham & Watkins, Jones Day, and Wachtell, Lipton, Rosen & Katz are advising on Anglo American’s sale of its Australian steelmaking coal business to US coal mining company Peabody Energy, in a deal worth up to $3.775bn.
The transaction value comprises $2.05bn at completion, deferred cash consideration of $725m over four years after completion, a price-linked earnout up to $550m, and a further $450m contingent on the reopening of the Grosvenor mine.
A Latham team led by London corporate partners Sam Newhouse, Emily Cridland, and Ed Barnett, advised Anglo American. Mark Morris in Los Angeles and Jason Licht and Christopher Bezeg advised on US finance matters, with additional support on tax from Helen Lethaby in London, on transitional services from Christian McDermott, also in London, and on regulatory matters from David Little, in London and Brussels.
Jones Day advised Peabody with a team led by Brisbane corporate lawyers Isaac West and Simon Brown, and Sydney-based competition partner Prudence Smith, and including energy partners Dan Howard in Brisbane and Adam Conway in Perth. Financing aspects of the deal were led by Ward Winslow in Chicago, Jason Samblanet in Cleveland, and Rachel Rawson in Boston and Cleveland.
Wachtell advised Peabody’s board of directors.
Anglo American’s disposal is part of an energy-transition-led strategy, announced in May by the FTSE 100 mining company following a rejected $39bn takeover offer from BHP. The business is pivoting towards copper, iron ore and crop nutrients while divesting from platinum, diamonds and coal.
Anglo American also announced the sale of a 6.6% stake in its South African subsidiary Anglo American Platinum (Amplats) for $530m on 27 November. The move increases the free float of Amplats and is part of a plan for a full demerger, which is on track to be finalized by mid-2025 according to Anglo American.
Elsewhere, Macfarlanes and A&O Sheaman assisted private equity’s ongoing incursion into professional services by advising Evelyn Partners on the sale of its professional services business to PE firm Apax for a reported £700m.
Expected to complete in the first quarter of 2025, the transaction will see the professional services unit rebranded as S&W, a nod to the historic accountancy firm Smith & Williamson, acquired by Evelyn Partners in 2020. S&W will launch as a top ten UK accountancy business with around 1,600 employees operating from 15 offices across the UK, the Republic of Ireland and the Channel Islands.
Evelyn Partners will now become a pure-play wealth management company. The firm’s wealth management division has seen assets under management increase 1,154% from £5bn at the end of 2013 to £62.7bn in autumn 2024 under PE majority owner Permira. Permira had been reported as exploring options to reduce its £1.5bn stake in Evelyn Partners since the summer.
A Macfarlanes team led by corporate and M&A partner Tom Rose advised Evelyn Partners on the deal. The team also includes tax and reward partners Jeremy Moncrieff and Rob Collard, commercial partner Will Hedges, real estate partner Dan Marriott, pensions partner Faye Jarvis and finance senior counsel Pinar Celebi. Investment banking firm Evercore is acting as financial adviser for Evelyn Partners on the deal.
An A&O Shearman team led by corporate partner Paul Dunbar advised Apax. Investment banks Jefferies and Nomura acted as financial advisers.
The transaction came hot on the heels of another major professional services deal as Freshfields and DLA Piper advised on PE house Cinven’s majority investment into accounting and consulting firm Grant Thornton UK.
The UK arm of Grant Thornton employs more than 5,500 people and took in net revenue of £654m last year, just below Evelyn Partners’ revenue of £656.6m. The firm’s audit practice drove much of its 7% revenue growth.
A cross-practice Freshfields team in London led by private capital partners James Scott and Alastair Brown is advising Cinven. Leveraged finance partner Aled Batey led on debt financing. James Smethurst advised on financial regulation, Martin McElwee handled merger control and FDI, David Mendel led on people and reward issues, Dawn Heath covered pensions, and May Smith led on tax matters.
A DLA Piper London team, led by corporate partner Chris Arnold and including corporate partner Phil Allenby, advised Grant Thornton UK.
DLA Piper has also been active in Spain, advising alongside Addleshaw Goddard on a refinancing deal for top-flight football club Valencia FC. The package includes a long-term corporate facility of €121m and a short-term bridging loan facility of €65m. The deal should allow the club to complete the financing of a new stadium slated to begin construction in January 2025.
A Madrid-based AG team led by finance partner Joaquín Sales advised Valencia FC on the transaction. A DLA Piper team led by London finance partner Charlotte Lewis-Williams and Madrid finance partner Jesús Zapata, supported by US-qualified London finance partner Tony Lopez, Madrid corporate partner Andrés Lorrio and Madrid tax counsel María Alonso advised a consortium of creditors.
Bibium Capital acted as financial adviser to Valencia FC on the deal. Goldman Sachs acted as the arranger and placement agent.