Legal Business

Deal Watch: CC and DLA Piper step up on £300m Dr Martens buyout

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Corporate Clifford ChanceDLA Piper
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It has become a cliché among deal professionals to say that – even in these risk-averse times – there is still the confidence and financing to make acquisitions with a solid story. Securing one such deal are DLA Piper and Clifford Chance (CC), who have taken lead roles advising on the £300m sale of Dr Martens – the iconic footwear brand – by the shareholders of parent group and licensee of the brand R Griggs Group. The company was sold to an investment vehicle backed by London-based private equity house Permira.

DLA fielded a Birmingham-based team for R Griggs, the majority of which is owned by the Griggs family who have run the brand for more than 50 years. DLA’s team was led by partner Noel Haywood and included senior associate Ceri Williams-Jones and associates Simon Wright and Rosie Hendon.

CC advised key private equity client Permira on the acquisition, which is expected to complete in January 2014 adding to Permira’s portfolio of fashion labels like Hugo Boss and New Look.

A heavyweight line-up of corporate partner Jonny Myers and global corporate head Matthew Layton led the City giant’s team. Layton advised Permira on its €3bn (£2.5bn) sale of frozen foods business Iglo Group last year, while Myers previously led on its €220m (£194m) acquisition of a majority stake in Irish healthcare equipment manufacturer Creganna.

DLA’s Haywood commented: ‘This was a great transaction to be involved with. Dr Martens is an iconic and authentic brand that has millions of customers worldwide. Griggs is also a cherished and longstanding client of DLA Piper so we were delighted to have advised the shareholders on this important transaction.’

This is the second time Dr Martens has been put up for sale in the last two years, after the family-owned R Griggs held an auction that failed to attract enough bids. Chief executive David Suddens said the family was selling for personal reasons to invest their money elsewhere.

Dr Martens boots were invented in 1947 by Klaus Martens, a German doctor who had a foot injury and created the air cushioned sole. Once favoured among workmen, the company, which is headquartered in Northants on the original site of the factory, now sells in 63 countries, principally in the US, Asia, Europe and the UK. Last year Dr Martens posted sales of £160.4m and a pre-tax operating profit of £22.9m, which it expects to grow to more than £30m in 2013.

Permira, one of Europe’s leading private equity houses, focuses its investment in five core sectors: consumer, financial services, healthcare, industrials and TMT. The buyout house – one of CC’s top corporate clients – handles funds with total committed capital of around €22bn.

Francesca.fanshawe@legalease.co.uk

Click here for an assessment of CC’s private equity practice

Legal Business

Eversheds, Pinsent Masons and DLA Piper lead the UK pack in The Legal 500

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Magic Circle DLA PiperEversheds SutherlandPinsent Masons
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National heavyweights score for breadth of recommendations as CC shines in the City

Eversheds has once again emerged as the most recommended law firm in this year’s The Legal 500 UK edition, which was released at the end of September. The top-20 Legal Business 100 firm achieved 198 recommendations overall, thanks in part to its significant City and national coverage.

The three top-ranking firms in the 2013 directory are consistent with last year, when Eversheds gained 202 recommendations in total. Pinsent Masons again appeared in second place with 179 recommendations, while the world’s largest firm by revenue, DLA Piper, was placed third with 155. Two new entrants are featured in fourth and fifth places this year, largely due to significant consolidation. DWF, which rose dramatically to the top 25 of the LB100 after completing five mergers in around two years, came recommended 128 times, while Bond Pearce and Dickinson Dees, which combined to form Bond Dickinson on 1 May, managed 114 recommendations.

Legal Business

Asia Pacific: DLA hires four-strong Jones Day team in Beijing

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Strategic recruitment DLA Piper
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DLA Piper has further bolstered its Asia Pacific offering with the hire of a four-lawyer IP team from Jones Day in Beijing, led by the US firm’s former head of IP in China, Horace Lam.

Lam will join DLA’s Beijing office in October along with counsel Stacy Yuan and associates Alicia Ma and Helen Ding, together with the additional hire of IP lawyer Miya Wen from Rouse.

Prior to joining Jones Day in May 2011, Lam was the Beijing managing partner of Hogan Lovells and head of the firm’s IP practice. He focuses on IP disputes, protection strategies and licensing.

DLA Piper’s international group head for IPT Stephane Lemarchand said: ‘The growth of our IP group internationally, and in China in particular, is a key priority for DLA Piper. We want to be able to deliver the high value work to our clients in the region and globally, and I believe that the appointment of Horace Lam and his team will enable us to make another significant step toward growing the group and providing leading advice to our clients.’

The hires follow the arrival in Beijing of a four-lawyer King & Wood Mallesons energy team, led by former head of energy in China Carolyn Dong.

This month DLA Piper also considerably strengthened its corporate practice in Australia with the appointment of two partners from leading local firms, veteran Bryan Pointon from Gilbert + Tobin and David Ryan from Ashurst Australia.

Beijing remains a target for US and UK firms alike, with Kirkland & Ellis this month announcing it is opening in Beijing with a focus on complex M&A and private equity, international capital markets and fund formation transactions, and government enforcement and investigations.

Both Eversheds and Stephenson Harwood announced their expansion into Beijing in May this year. Other firms to make steps into the capital are Clyde & Co, which was awarded a licence to practise also in May this year, marking its eighth office in Asia, and Ashurst, which has applied for a Beijing licence while announcing in July its office opening in Seoul.

Francesca.fanshawe@legalease.co.uk

Legal Business

Asia-Pacific: DLA moves to strengthen Australia offering with double corporate partner hire

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Asia DLA Piper
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DLA Piper has considerably strengthened its corporate practice in Australia with the appointment of two partners from leading local firms, veteran Bryan Pointon from Gilbert + Tobin and David Ryan from Ashurst Australia.

Private equity specialist Pointon has been a partner in Gilbert + Tobin’s corporate practice since 2007. Prior to that, he was a partner for 10 years at King & Wood Mallesons legacy firm Mallesons Stephen Jacques.

He also spent time as a young lawyer with Latham & Watkins in New York.

Ryan, meanwhile, was made partner at ‘Big Six’ Australian Blake Dawson in 2009, which subsequently rebranded to Ashurst when the UK and Australian firms announced their intention to merge by 2014.

Both partners will be based in DLA’s Sydney office, with Pointon also becoming head of corporate for Asia.

Sir Nigel Knowles, co-global CEO of DLA Piper, reiterated that Asia was key to the firm’s strategy of becoming ‘the leading global business law firm’ and that ‘the addition of lawyers of Bryan and David’s calibre moves us closer to achieving our goals’.

‘The firm is committed to bolstering its corporate capabilities internationally. Bryan and David are two very accomplished lawyers who will be significant additions to our team,’ added Charles Severs, international head of corporate at DLA Piper.

The two additions will provide a welcome fillip to DLA, which enjoyed a long-established relationship with Phillips Fox in Australia before the relationship was formalised in 2011 when the Australian firm became part of the DLA Piper global network.

But while the Australian operation has notable strengths in insurance, real estate and projects, it has been noticeably weaker than its larger international and domestic rivals in Australia for M&A – something the new additions should help remedy.

DLA Piper moved earlier in the year to strengthen its Australia offering by relocating global board member and COO Andrew Darwin to become managing partner in Australia.

Darwin said: ‘These appointments signal our commitment to develop our corporate practice in Australia and across Asia Pacific. We believe that they are the kind of individuals who are well-aligned with our objective and will bring new relationships and capabilities which will enhance our practice and the service to our clients, both domestic and international.’

mark.mcateer@legalease.co.uk

Legal Business

Swings and roundabouts: DLA Piper announces replacement Birmingham head and double hire as Patrick Somers joins from BLP

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Strategic recruitment DLA PiperEversheds Sutherland
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After losing Birmingham managing partner Mark Beardmore to Eversheds last week DLA Piper has announced his replacement plus a double hire to boot, as former Berwin Leighton Paisner (BLP) partner Patrick Somers joins the firm.

Somers, who was BLP’s Thames Water relationship partner and led its innovative managed legal services (MLS) division, under which it took over the legal work and staff of Thames Water, becomes the second BLP partner this year to join DLA, after corporate partner Rob Salter joined in May.

Somers left BLP in July having joined from Hammonds (now Squire Sanders) in 2005. Before that he was general counsel at energy company Lattice Group, later part of National Grid.

Joining DLA with Somers is Debevoise & Plimpton associate James O’Donnell, who has been made a partner in DLA’s investment funds team in London.

Global head of investment funds practice at DLA, David Goldstein, said: ‘We are committed to expanding the firm’s capabilities across the globe, however, to serve private fund clients globally, a law firm needs strength in both New York and London.’

Both join former Kirkland & Ellis private equity partner Anu Balasubramanian, who joined the firm in May.

Meanwhile in the Birmingham office, head of corporate Charles Cook will now take on the additional responsibilities of office head as from today (16 September), after Eversheds announced last Thursday (12 September) that it had hired former head Mark Beardmore along with Birmingham head of technology and sourcing Simon Jones.

International M&A lawyer Cook has been with the firm since 1997 and a partner since 2001, having qualified in 1995.

francesca.fanshawe@legalease.co.uk

Legal Business

Further DLA regional fall out as Eversheds hires Birmingham managing partner and head of technology

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Strategic recruitment DLA PiperEversheds Sutherland
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DLA Piper has suffered further regional losses as Birmingham managing partner Mark Beardmore and head of technology and sourcing Simon Jones depart for Eversheds.

Corporate M&A and private equity partner Beardmore, who regularly acts for private equity funders and management teams on management buyouts and secondary buyouts, is thought to have been approached by Eversheds and resigned from DLA last week.

Jones, who will take up the role of IT outsourcing partner in the TMT sector group in Eversheds’ Leeds office after leaving DLA in October, advises on the negotiation of complex IT outsourcing and systems integration projects for private and public sector clients.

The moves follow the news in July that the Global 100 leader had lost corporate restructuring and recovery lawyer John Vickery, who in 2008 led a DLA team on the administration of Virgin Megastores spinoff Zavvi, to Irwin Mitchell’s Manchester office.

Vickery’s move followed Irwin Mitchell’s hire of a four-partner real estate team from DLA’s Manchester office, including real estate chief Anita Weightman, former office managing partner Roy Beckett and property partners Patrick Duffy and Tony Weightman, who assumed their role on 1 February along with a team of 10.

Other losses include Manchester technology partner Stuart Campbell, who launched Bristol-based firm TLT’s Manchester office this summer.

DLA has suffered a period of internal upheaval after launching a redundancy consultation at the end of November. Two hundred and fifty one lawyers and back office staff were affected following a review of its UK business, which led to the divestment of its 50-strong defendant insurance practice, with Hill Dickinson taking on the teams in Sheffield and Manchester in January this year.

Its decision to close its Glasgow base also led to 67 departures from the firm, after only eight employees chose to relocate to Edinburgh.

francesca.fanshawe@legalease.co.uk

Legal Business

Asia Round-up: Linklaters and Sidley Austin hire in Hong Kong and Singapore while DLA suffers another Singapore exit

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Asia DLA PiperLinklatersSidley Austin
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Magic circle lateral hires still happen comparatively infrequently but if they do happen, these days it’s quite often in Asia. The past week has seen Linklaters appoint David Kidd of his own eponymous firm as a partner to lead its pan-Asian restructuring and insolvency practice. He will join the firm in October and be based in Hong Kong. Linklaters has been involved in high profile insolvencies such as MF Global and Lehman Brothers and Stuart Salt, Linklaters regional managing partner for Asia, said: ‘David is one of the leading R&I lawyers in the region and we are excited about further developing this side of our business with him.’

In Singapore Sidley Austin continues its drive to forge a substantial funds practice as former colleagues of Han Ming Ho, co-head of the firm’s Asia investment funds practice, come across to the US firm from Clifford Chance. Ho is joined by Josephine Law, who will serve as counsel, senior associate, Joel Seow and associate Reina Chua, significantly boosting the firms fund capabilities.

‘Han Ming and his team are joining Sidley at an exciting time, as the interplay between the Singapore and Hong Kong markets continues to shape the funds industry in this region,’ said Thomas Albrecht, managing partner for Asia Pacific.

Elsewhere Duane Morris & Selvam has also expanded its Asian operations by opening an office in Myanmar, following Singapore heavyweight Rajah & Tann, which opened there in March. The firm will serve clients on a range of business and investment matters including tax, regulatory issues, reporting requirements and the US Foreign Corrupt Practices Act as well as UK Bribery Act issues. This marks the first launch in the country by a US law firm, albeit through its tie up with Singapore’s Selvam in 2010.

‘Myanmar presents significant opportunities for foreign businesses, and our new presence there will allow us to provide on the ground, high quality counsel to foreign and domestic businesses seeking to seize those opportunities while minimizing the inherent risks,’ said Duane Morris chairman and chief executive, John Soroko.

The office will be run by Duane Morris’ current managing director in Singapore, Krishna Ramachandra. Benjamin Kheng, an associate director of Duane Morris in Singapore, will be a partner in Myanmar. In total the office will have ten fee earners.

‘Our team has built a strong relationship with Myanmar and its government, as a result of working closely with the Attorney General’s office for many years. This is a natural next step for us,’ said Ramachandra.

However, DLA Piper’s Asia fall out continues, as Will Harrison, head of the firm’s insurance practice in Hong Kong, moves into legal consulting. Having joined from Clifford Chance as a senior associate in 2007, he built a strong practice focusing on financial lines and speciality insurance, including directors and officers liability, professional indemnity and acting as defence counsel for insurers and insured. One of the most high profile cases he worked on was the collapse of Barings Bank and the resulting audit negligence litigation in London.

DLA has suffered a number of senior partner departures in the region, including Matthew Glynn, former managing partner of the firm’s Singapore office and head of its Asia intellectual property and technology group, who gave in his notice earlier this month. This followed on from the departure of another former Singapore managing partner, Martin David, who left for Ince & Co just a few months previously, and Justin Jagger, former co-chair of the firm’s global arbitration group and leader of its South East Asia disputes, who left for local Singapore firm Stamford Law last August.

david.stevenson@legalese.co.uk

Legal Business

Deal watch: Hogan Lovells, RPC in key work for Kodak and AstraZeneca as DLA Piper reveals major High Court win

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Corporate DLA PiperHogan LovellsRPC
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This week has seen two of the larger global challenger firms reveal significant wins on behalf of major international clients. Hogan Lovells closed a $650m acquisition for the trustees of the Kodak Pension Plan and DLA Piper secured victory for China Southern Airlines in the High Court. Meanwhile, one of the top performers in this year’s LB100, RPC, is advising AstraZeneca on its move to a new purpose-built HQ in Cambridge.

Hogan Lovells is a longstanding advisor to the trustees of the Kodak Pension Plan (KPP) – Kodak’s largest creditor. Led by pensions partner Katie Banks, the firm worked on a comprehensive settlement of KPP’s claims against Eastman Kodak Company (EKC) and Kodak Limited, its UK subsidiary. This included the acquisition of EKC’s personalised imaging (PI) and document imaging (DI) businesses, valued at US$650m but acquired through a mixture of release of claims and a cash consideration of $325m. The acquisition closed Tuesday (3 September) the day of EKC’s emergence from bankruptcy.

EKC, the guarantor of Kodak Limited’s obligations to KPP, filed for Chapter 11 bankruptcy protection in the US in January 2012 which consequently led to the trustees of KPP filing unsecured claims for $2.8bn against EKC last year.

After extensive negotiations, EKC and KPP agreed a settlement, approved by the US bankruptcy court earlier this year, including the acquisition by the KPP of the PI and DI businesses in an elaborate carve-out transaction which involved extracting the relevant assets from over 50 EKC entities worldwide. The ongoing income generated by these businesses will be used to fund member benefits.

Linklaters, led by London-based pensions partner Mark Blyth and a Sullivan & Cromwell team advised Kodak Limited and Eastman Kodak respectively.

Banks, who has advised the KPP trustees since 1994 and has also advised ITV, Vodafone, and Santander in the past, describes the deal as the ‘biggest pension restructuring’ on record.

‘I’m the pension’s lawyer who has had the relationship with the trustees but I had to get help from employment, competition, and IP lawyers around the world,’ she adds.

Banks’ team included New York-based insolvency and restructuring partner Christopher Donoho, commercial partner Elizabeth Donley, and tax partner Karen Hughes.

Meanwhile DLA Piper has announced a significant victory for its client this week after representing China Southern Airlines (CSA) in the High Court earlier this summer. In a judgment handed down at the end of July, CSA was awarded $28m in damages and interest over a breach of contract dispute brought by commodity trader Tigris International.

Tigris made the claim against CSA for $46m in damages in a battle which arose over an aircraft sale agreement between the parties for the purchase of six redundant Airbus A300 aircraft and five spare Pratt & Whitney engines for $124m.

Due to an internal shareholder dispute at Tigris, CSA was only able to deliver one of the six aircraft to Tigris. To mitigate its loss, CSA subsequently sold the remaining five aircraft to other purchasers, including a South African company owned by the financier of Tigris.

CSA counterclaimed for its losses of about $37m arising from Tigris’ failure to pay for and take delivery of the undelivered aircrafts and engines as well as other associated expenses such as parking and maintenance charges.

Fountain Court’s Bankim Thanki QC and David Murray were instructed by DLA’s Hong Kong-based partner Kevin Chan and City-based partner Mark Franklin, while Blackstone Chambers’ Hugo Page QC was instructed by Watling & Co on behalf of Tigris. Heard by Justice Simon, the 10-day trial in London’s Commercial Court ultimately ended in dismissal of the claims against CSA. In addition to the $28m in damages awarded to CSA on its counterclaim, the court ruled that CSA was entitled to forfeit the deposit paid by the claimant in the amount of $10.5m.

Chan said: ‘This case is a significant victory for CSA and we are pleased with the result we achieved for our client. The case involved close collaboration of our colleagues from various countries around the world, including Hong Kong, China, the UK, the Netherlands, the US, as well as DLA Cliffe Dekker Hofmeyr in South Africa.’

Finally, RPC has won the mandate to be sole advisor on a project involving pharma giant AstraZeneca on the acquisition, construction and planning related issues for a new global research and development (R&D) centre and corporate headquarters at the Cambridge Biomedical Campus, which AstraZeneca intends to invest £330m into.

The deal was headed by real estate head Martin Barrett and construction partner Stephen Malley and the team was initially called to advise on the establishment of the new R&D centre in March this year. RPC is a longstanding advisor to AstraZeneca, having previously advised on property and construction issues when the company moved to an office space at 2 Kingdom Street at Paddington Central, as well as a joint venture deal with Bericote Properties for a distribution park at Severnside.

Barrett noted the deal was ‘one of the largest’ in the market at present. ‘This new facility will have state-of-the-art technology and AstraZeneca’s move is further recognition that Cambridge is becoming a pre-eminent location for the life sciences industry,’ he added.

sarah.downey@legalease.co.uk

Legal Business

Asia round-up: DLA loses former Singapore head..again.. as Hill Dicks launches in Hong Kong

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Asia DLA PiperHill DickinsonVinson & Elkins
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With all eyes trained on Asia the office fall outs and launches have been throw into far sharper relief. Losing one former office head could be said to be an accident but DLA Piper’s loss in Singapore of its second former managing partner (MP), Matthew Glynn, is starting to look like trouble, after ex MP Martin David left in May to join Ince & Co. The departure also follows the resignation last August of disputes partner Justyn Jagger for local firm Stamford law.

Glynn, who led the Singapore office for a relatively short period between June 2011 and February this year, was also head of the firm’s Asia intellectual property and technology group.

Incumbent Singapore managing partner John Goulios, who took over from Glynn in February, said: ‘I can confirm the departure of Matt Glynn from our Singapore office – we wish Matt all the best in his new endeavours. DLA Piper is committed to the strategic growth of our Singapore office and with the onset of the economic community in ASEAN in 2015, Singapore and Southeast Asia are of crucial importance to our firm.’

It is the wrong time to be in a weakened position in Singapore, as the Southeast Asian Republic continues to attract the global legal elite. Simmons & Simmons in May opened an office in a year that has also seen Magic Circle firm Freshfields Bruckhaus Deringer reverse its decision five years ago to shut shop in the jurisdiction. Its Singapore offering includes corporate heavyweight Stephen Revell, who heads the firm’s global capital markets practice and Gavin MacLaren, a lateral hire from Allens Arthur Robinson where he led the Australian firm’s Southeast Asian practice from Singapore for many years.

Elsewhere, Hill Dickinson, already a presence in Singapore, has formally announced that it is to launch in Hong Kong in October. Speaking to Legal Business recently, Jackson said he had no intention of challenging the Magic Circle and will enter the market on a marine platform that seems to have worked well for the firm thus far.

The firm will be launching in Hong Kong in association with a local firm after it received regulatory approval from the Law Society of Hong Kong. Due to a confidentiality agreement the local firm cannot be named until the association is finalised. Hill Dickinson will be relocating a partner from the UK to lead the new venture and head a team of four.

Peter Jackson said: ‘Working with the partners at Hill Dickinson we are making a series of strategic decisions to strengthen the firm’s position both nationally and globally. We submitted an application to the Law Society in Hong Kong in May after identifying a gap in the local market. Our Singapore office has performed extremely well and we believe we can replicate this success in Hong Kong.’

Meanwhile, Vinson & Elkins continues to deal with the fallout of its decision to shut its Shanghai office. China co-head David Blumental is relocating to the firm’s Hong Kong office, while his opposite number, Jay Kolb, will now be based in Beijing.

Earlier this month Vinson & Elkins Shanghai energy specialist Tju Liang Chua left the firm to join US rival Sidley Austin in Singapore.

david.stevenson@legalease.co.uk

Legal Business

Deal watch: Student Loans Company invites law firm tenders for £40bn debt portfolio sale

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Finance DLA Piper
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The Government’s plan to take the Student Loans Company debt off its balance sheet has moved up a gear as firms have formally been invited to tender for the role as legal advisor in the sale of the company’s £40bn loan portfolio.

Announced last Friday (26 July), the Department for Business, Innovation & Skills (BIS) has invited tenders for legal advice on the monetisation of the SLC’s loans portfolio, which at the end of the 2012/13 financial year was valued at approximately £45bn. The precise structure of the monetisation is still being considered but it is likely to be either through a sale to the private sector or a securitisation. Invited firms have until 23 August to submit their bids.

DLA Piper is currently joint advisor to the government-owned SLC, alongside Scottish firm Harper Macleod, after being reappointed as adviser for two years in February this year. Previously DLA was sole adviser to the SLC on a three-year contract after it replaced Harper Macleod in January 2010. At the time, DLA Piper’s bid was led by Edinburgh-based partners John McKinlay and Hazel Moffat. DLA Piper declined to comment on whether it would be bidding for the loan portfolio work.

The successful bidder will be expected to prove experience in complex, cross-government work and possess a strong cross-practice team with top-level abilities in general corporate M&A and securitisation.

The upsurge in privatisation to reduce public debt recently included the planned IPO of state-owned Royal Mail (for a reported value of £3bn), which will be the largest UK privatisation in decades when it takes place later this year. The lead roles for that sale were snared by Magic Circle firms Freshfields Bruckhaus Deringer, Linklaters, and Slaughter and May.

Freshfields’ corporate partner Tim Jones is leading the team advising BIS; while Slaughters corporate partner Jeff Triggs is lead partner for Royal Mail, while Linklaters’ co-head of equity John Lane and capital markets partner Tom O’Neill are acting for lead arrangers Goldman Sachs and UBS.

sarah.downey@legalease.co.uk