Legal Business

A&O and Freshfields win big on 888’s £900m purchase of Bwin after bidding battle

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Magic Circle duo Allen & Overy (A&O) and Freshfields Bruckhaus Deringer acted as the bidding battle for online gambling company Bwin.Party Digital Entertainment came to an end today (17 July) with 888 beating GVC to acquire the FTSE 250-listed rival for £898m.

The two bidders extensively competed to acquire the gaming company in recent months as the gambling industry continues to consolidate because of increased taxation. 888, which is smaller than the target being valued at £570m, won out over its AIM-listed competitor despite GVC’s higher bid of 110 pence per share, or £907m, and its backing from Canadian gaming company Amaya Gaming.

A&O acted for 888 led by corporate partners Ed Barnett and Annabelle Croker while financing advice was provided by partners Denise Gibson and Jake Keaveny with partner James Roe on capital markets matters. The City office of Skadden, Arps, Slate, Meagher & Flom picked up work from one of the founding shareholders of 888 with a team led by M&A partner Michal Berkner.

Meanwhile, Freshfields took on the work from Bwin with corporate partners Christopher Mort and Piers Prichard Jones working on the deal. Freshfields also advised on the 2010 merger that created the present company but acted for Party Gaming with Clifford Chance advising Bwin on that deal.

The winning offer gives Bwin shareholders 39.45 pence in cash and 0.404 new 888 shares per share and values the online gambling company at a 16.4% premium on the closing price in May when Bwin first entered talks with its potential suitors.

The two companies’ board said that by combining both businesses, they ‘anticipate that the enlarged group will benefit from significantly enhanced scale, an enhanced product offering and significant cost and revenue synergies’. The boards added that the combination will save at least $70m per annum (before tax) by the end of the 2018 financial year.

jaishree.kalia@legalease.co.uk

Legal Business

A&O leads City’s big four amid subdued results

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Firm posts 8% PEP hike and 4% revenue increase

With all of the Magic Circle financial results in, Allen & Overy (A&O) has outperformed its peers in an otherwise muted year of growth for the London elite, which saw both Clifford Chance (CC)’s and Freshfields Bruckhaus Deringer’s profitability drop.

Legal Business

A&O records a solid year with 4% revenue growth while profits jump 8%

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The second Magic Circle firm to post its financial results, Allen & Overy (A&O) has moved ahead of peer firm Linklaters with an annual revenue of £1.28bn for the financial year ending June 2014/15, up £47m, or 4%, from £1.23bn.

The firm’s profits per equity partner (PEP) moved up 8% to £1.21m from £1.12m, while its profit before tax was up by £38m to £570m, an increase of 7%.

This was despite the firm being ‘slightly slowed down because of currency moves’, according to global managing partner Wim Dejonghe (pictured). Using ‘constant currency figures’, the firm said revenues were up 8% to £1.327bn, while PEP was up 13% to £1.26m.

The strong results are the latest in a series of year-on-year increases in revenue and profits since 2009/10 when the firm suffered a slight dip in revenues to £1.05bn. Since then, the firm has managed to grow firmwide turnover by 22%.

The results puts A&O ahead of Linklaters, which posted largely flat financials yesterday (July 1), with a 1% rise in revenue to £1.27bn, while PEP rose just 2% from £1.34m to £1.37m in the 12 months to 30 April.

Dejonghe told Legal Business that the last financial year particularly saw strong performances in its London, UAE and Luxembourg offices, with standout growth for dispute resolution globally. ‘Five years ago, disputes was looked at as a domestic practice but this has gone international because of the increase in regulatory work and investigations.’

Around 71% of the firm’s work is cross-border, involving two countries or more, while 25% of all matters involve five or more countries. Nevertheless, Dejonghe pointed out that Russia remains particularly difficult.

‘Russia is slower and a bit of a challenge. I also have a bit of worry about the oil prices in the Middle East, which will be a challenge going forward, but the rest of Continental Europe is still going strong,’ he said. A&O offered redundancy packages to four associates, including two senior associates, in its Moscow office as it consolidated its capital markets practice within its broader finance offering in late October last year.

However, A&O continued to grow its international footprint in the past year with office launches in Barcelona, Johannesburg and Toronto, and the firm also recently confirmed its intention to set up shop in South Korea.

Dejonghe said the firm also plans to ‘grow steadily’ in the US and increase its US high yield capability internationally to support its capability in the states, particularly in London, Hong Kong, Singapore, Germany and Paris. Clearly this is a key area of focus for all the magic circle, with US elite firms making strong inroads in their London home turf, which is contributing to their impressive revenue and profit growth globally. However, the firm saw New York-based Robert Kartheiser, who served as co-head of A&O’s Latin America practice, and capital markets specialist Cathleen McLaughlin, who was head of the New York office’s international capital markets group, exit the firm to join Paul Hastings in March.

On the efficiency front, A&O Belfast – its legal and support services centre in Northern Ireland – has also grown in line with the firm’s targets and now boasts a 400-staff team that contains between 80-90 trained legal advisers.

‘Forty per cent of our partners globally have worked with the Belfast office and around 80% of our London partners also regularly use Belfast,’ said Dejonghe.

Adding to the bottom line success has been the development of Peerpoint, the firm’s contract lawyer business, in 2013. In September last year the firm appointed Richard Punt, formerly managing partner of growth and markets for Deloitte, to spearhead the initiative.

jaishree.kalia@legalease.co.uk

Legal Business

Hunting titans: A&O loses out to City firm Seddons in High Court Italian derivatives dispute

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City firm Seddons has won a long running battle at the High Court for the Italian public authority Comune di Prato in a four-year dispute against Allen & Overy-client Dexia Crediop, an Italian investment bank, over six derivative contracts.

The case examined the validity and unilateral termination of six derivative contracts regarding the public body’s debt restructuring 15 years ago. In a judgement handed down by Justice Paul Walker today (26 June), the court held the derivatives contravened article 30 of Italy’s consolidated law on financial markets and investment services.

Representing Comune di Prato was Seddons partner and head of the firm’s Italian desk Germana Lo Iacono-Smith, and by Italian-qualified Avvocato Edoardo Fabbi. The firm instructed 3 Verulam Buildings duo Jonathan Davies-Jones QC and Christopher Burdin.

Iacono-Smith said: ‘It is notable that this is the first such judgement of its kind which has been secured on merit, rather than settled out of court or lost because of a procedural defect. As such, it will have widespread implications for a whole host of banks and financial institutions in any current and future disputes around the validity of such derivatives contracts.’

Investment bank Dexia Crediop turned to Allen & Overy to handle it case which had a team including senior associate Helen Cowley that instructed Fountain Court duo Richard Handyside QC and Rupert Allen.

The Magic Circle firm has previously acted for Dexia Crediop in several disputes, including a successful jurisdictional challenge in 2010 also involving derivatives – that time its team was led by James Partridge in London and Massimiliano Danusso in Rome.

In relation to the most recent dispute, the Italian article stipulates for a contract on a placement of financial services to be effective, if placed at a distance, it must be suspended for seven days from the date of execution. During that time, the local authority has the right to withdraw from the contract without facing any penalty from the bank.

Justice Walker found the article was violated because the Comune was subsequently not provided with a cooling-off period, rendering the contract void. The amount of compensation awarded as part of the judgment will now be decided following further assessment by the Court.

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: A&O and Linklaters sweep roles on €25bn supermarket merger alongside US trio

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The €25bn merger between international food retailers Delhaize Group and Royal Ahold has seen Allen & Overy (A&O) and Linklaters win roles advising the two sides alongside Cravath, Swaine & Moore, Simpson Thacher & Bartlett and Sullivan & Cromwell.

A&O is advising Ahold on its cross-border merger that will create a 6,500-store retailer, with Amsterdam-based partner Tim Stevens and Belgian partner Dirk Meeus leading. A&O’s Dutch team included antitrust partner Paul Glazener, employment partner Ferdinand Grapperhaus and tax partner Godfried Kinnegim, while corporate partner Hans Kets, tax partner Patrick Smet and employment partner Christian Bayart provided support from Belgium.

Meanwhile, Simpson Thacher picked up the US mandate for Netherlands-based Ahold, with a team including New York-based M&A partner Alan Klein and antitrust partner Kevin Arquit. Sullivan & Cromwell represented Ahold’s financial adviser Goldman Sachs, with a team led by New York-based corporate partner Stephen Kotran.

Linklaters represented the European side of the deal for Belgian retailer Delhaize with Brussels-based corporate partner Eric Pottier leading. He was supported by tax partner Henk Vanhulle and antitrust partner Bernd Meyring, both also based in Brussels, while corporate partner Pieter Riemer acted on the deal from Amsterdam. Cravath advised in New York with a team led by corporate partners Richard Hall and Jonathan Davis, and support from finance partner Craig Arcella, tax partner Christopher Fargo and antitrust partners Christine Varney and Julie North.

The combined group will serve an estimated 50 million customers per week across the US and Europe and have €54bn in annual sales.

kathryn.mccann@legalease.co.uk

Legal Business

A&O mulls changes to junior lawyer pay structure as it looks to keep pace in associate salary race

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This second quarter has seen Allen & Overy (A&O) launch a comprehensive review with external consultants drafted in to look at both its pay structure for junior lawyers and to compare the firm’s levels of pay against market rates.

With the review expected to conclude within the next eight weeks, options being considered includes revising levels of base pay, bonuses and benefits but will also look at the structure under which associates can be paid. Currently the firm operates an associate lockstep structure with junior lawyers progressing up salary bands depending on tenure while also receiving bonuses. It is understood there is unlikely to be a radical change to a pure performance model.

A&O has yet to confirm its associate salary levels for this financial year and is the last of the Magic Circle firms to do so but any changes to pay will be backdated to 1 May.

Last year it decided to freeze pay for trainee and newly-qualified lawyers at 2013 levels but raised its senior associate entry level salary by £5,000, up from £100,000 to £105,000. Then in October it upped its trainee, junior and mid-associate level pay after reviewing the market salary at half year, with first and second seat trainees receiving £1,000 more, taking them to £40,000 and £45,000 respectively, while newly qualified associates had pay rises from £64,000 to £66,500.

The news emerges following Clifford Chance announcing its associate pay bands earlier this month and matching its newly qualified rates with Slaughter and May at £70,000 while also meeting Linklaters’ higher pay for those with two and three year post-qualified experience. Freshfields, Bruckhaus Deringer, meanwhile, decide to freeze salaries for junior lawyers at 2014’s levels.

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: Dickson Minto lands role alongside A&O and Ashurst on $1.7bn ERM sale to Canadian pension funds

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Allen & Overy (A&O), Ashurst and Dickson Minto have won key roles on the off-market acquisition of Environmental Resources Management (ERM) by Canadian pension funds OMERS Private Equity and co-investor Alberta Investment Management Corporation (AIMCo).

A&O advised OMERS and AIMCo on all aspects of the deal that values ERM at $1.7bn, including due diligence, financing, regulatory, anti-trust and equity arrangements with management. The Magic Circle firm’s team was led by private equity specialist Gordon Milne, with support from corporate partner Stephen Lloyd. Ashurst’s team, which acted for co-investor AIMCo on the consortium agreement with OMERS, was led by corporate partners Karen Davies; energy, transport and infrastructure partner Jan Sanders; tax partner Richard Palmer and competition partner Ross Mackenzie.

Alastair Dickson from Dickson Minto advised longstanding client Charterhouse Capital Partners on the sale of its stake in the business which generated $940m in revenue in 2014. The deal will also see around 600 partners in the risk consultancy, including senior management, reinvest in the business. Proskauer Rose advised ERM on the sale with a team led by King & Wood Mallesons’ former corporate chief, Steven Davis, who joined the firm in December 2014.

Speaking to Legal Business, Gordon Milne said the off-market nature of the deal was preferable for all parties: ‘If you can sell the business outside an auction to a credible buyer and someone that the management team are willing to work with as well then it is quite attractive for everyone. Essentially OMERS and AIMCo have a track record of being able to do this confidentially and working within a very tight timetable. All the Canadian pension funds are looking for high quality assets and are very much in buying mode at the moment.’

Milne also acted for OMERS and AIMCo on their £935m acquisition of Vue Entertainment International from Doughty Hanson in 2013 – which was also off market and saw Ashurst advising AIMCo. In that deal Debevoise & Plimpton and Skadden, Arps, Slate, Meagher & Flom also picked up roles advising management and Doughty Hanson respectively.

kathryn.mccann@legalease.co.uk

Legal Business

A&O ushers in bonus pool for ‘exceptional partners’ as City giants edge from lockstep

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With the Magic Circle facing increasing pressure from US firms’ ability to pay top dollar for star talent, Allen & Overy (A&O) has introduced a performance-related bonus pool, separate to its lockstep, both to help retain and bring in leading talent.

While the firm confirmed there is no set criteria determining what will see existing partners receive the bonus, factors like the number of billed hours and winning new clients will be considered. The firm’s overall lockstep remains unaltered and will continue to run from 20 points, up two points each year, to a maximum of 50.

The move comes after senior partner David Morley appointed a committee last year focusing on how to award partners for ‘outstanding performance’ in a bid to retain its star performers and attract lateral hires. The committee is chaired by global managing partner Wim Dejonghe and consists of a small number of senior partners from different practice lines.

In terms of rewarding lateral hires with the bonus, the sponsoring partner will put a proposal to the committee which will then decide whether or not to award the lateral with extra points. This remains subject to a full partnership vote when bringing in any lateral hire.

The revised proposal of the new bonus pool was first put to the firm’s partnership ahead of its partners’ conference in February 2014. It was subsequently voted through by 90% of the partnership in July last year and put into effect from 1 December.

A spokesperson at the firm said: ‘The lockstep now allows for a discretionary points pool to assist in attracting and retaining truly exceptional partners and lateral hires. We continue to operate a single global profit pool. The underlying lock step system remain the basis for the vast majority of partner compensation. This evolution reflected the partnership’s desire to maintain the lockstep while providing the flexibility the business needs to remain competitive and grow our global market share.’

The news comes as Magic Circle firms are reviewing their remuneration models to compete with the hefty pay packages at rival US outfits. Last month, Legal Business revealed Clifford Chance voted through proposed changes to its remuneration system which will see the firm deploy a more flexible lockstep by stretching the top of the ladder in a bid to retain star partners.

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: White & Case, CC and Debevoise among raft of firms on SPIE’s €700m revived float

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White & Case capital markets duo Thomas Le Vert and Philippe Herbelin, alongside corporate partner François Leloup, have resurrected the listing of electrical engineering group SPIE after an eight-month postponement.

The Euronext Paris Stock Exchange initial public offering sees White & Case’s client issue €700m worth of new shares and sell 6.3 million of existing shares owned by management. Trading is expected to begin on 12 June.

Clifford Chance was instructed by SPIE’s consortium of owners, private equity houses Clayton, Dubilier & Rice and Ardian, as well as the state-backed investment fund of Québec, with a team comprising Gilles Lebreton, Alexandre Lagarrigue, Thibaut Cambuzat, Katia Gruzdova, Stéphanie Giuliani and Marion Finzi.

Meanwhile, Mayer Brown’s Paris-based corporate and securities partner Jean-François Louit is advising SPIE’s management, which own a minority stake in the company. Allen & Overy is representing the underwriters on the deal.

Longstanding adviser Debevoise & Plimpton also secured a senior role on the deal, advising SPIE on the €1.53bn worth of new senior loans. The seven-lawyer Debevoise team was headed up by London-based partners Alan Davies and Raman Bet-Mansour, who executed a €2.16bn refinancing of SPIE’s debt earlier this year, with City partner Matthew Saronson providing tax advice. Latham & Watkins has been instructed by the banks.

Debevoise has advised SPIE since handling the Clayton, Dubilier & Rice-led consortium’s €2.1bn acquisition of SPIE in 2011 from PAI Partners.

Founded 115 years ago to engineer parts of the Paris Metro, SPIE’s revenue climbed by 15% to €5.22bn last year, boosted by a string of acquisitions and international growth.

tom.moore@legalease.co.uk

Legal Business

Greenberg Traurig builds European real estate team with 12-lawyer hire from A&O and Norton Rose

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In a bid to enhance its real estate offering in Central Europe, Greenberg Traurig last month recruited 12 lawyers to its Warsaw office from Allen & Overy (A&O) and Norton Rose Fulbright (NRF).

Joining Greenberg is A&O’s Warsaw real estate head Radomił Charzyński and NRF’s Warsaw real estate head Agnieszka Stankiewicz. Charzyński brings with him three others, including senior associate Karol Brzoskowski, who becomes a partner at Greenberg, and two senior associates, while Stankiewicz, named a leading individual in The Legal 500 for Polish real estate, brings with her local partner Magdalena Życzkowska-Jóźwiak, one senior associate and five associates.