Legal Business

The IT crowd: Travers, Kirkland and Freshfields team up on $8.8bn Micro Focus/HPE deal

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Corporate Freshfields Bruckhaus DeringerKirkland & EllisTravers Smith
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Travers Smith and Kirkland & Ellis last month teamed up to advise UK tech firm Micro Focus on its $8.8bn acquisition of Hewlett Packard Enterprise (HPE)’s software business.

In a deal primarily structured under Delaware law, Travers head of corporate Spencer Summerfield advised Micro Focus alongside corporate partner Jon Reddington on English law. Kirkland fielded a team led by New York corporate partners William Sorabella, David Feirstein and John Kupiec.

Legal Business

Deal watch: Corporate activity in October 2016

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Corporate Clifford ChanceFreshfields Bruckhaus DeringerPinsent MasonsSidley AustinSlaughter and May
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CC and Davis Polk On $8bn China IPO: Davis Polk & Wardwell advised Postal Savings Bank of China on its Hong Kong Stock Exchange float, with Clifford Chance leading for the underwriting banks, including JP Morgan Chase and Goldman Sachs. King & Wood Mallesons acted as Chinese counsel to the banks, while Haiwen & Partners was Chinese adviser to Postal Savings Bank.

Legal Business

Magic Circle duo act on major post-Brexit IPO as ConvaTec lists

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Corporate Freshfields Bruckhaus DeringerLinklaters
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Linklaters and Freshfields Bruckhaus Deringer are advising medical products company ConvaTec on its anticipated $1.8bn initial public offering (IPO).

Freshfields is acting as lead adviser to ConvaTec, which announced its intention to float on the London Stock Exchange (LSE) yesterday (3 October) by late October or early November this year.

London corporate partner Christopher Mort is leading the Freshfields team. He has previously advised on the IPOs of more than 30 FTSE companies including Hastings Insurance, Merlin Entertainments and Saga.

The IPO will be the largest on the LSE since the Brexit vote on 23 June. The market has been slow in the months since the vote, with waste management firm Biffa planning to raise £270m and Pure Gym aiming for a £190m float. ConvaTec’s business had revenues of $1.65bn for 2015 employing more than 9,000 people.

Linklaters is acting for the banks on the deal, with corporate partners James Wootton, Dan Schuster-Woldan and Mike Bienenfeld leading the team.

Recent major IPO mandates in the UK mostly pre-date the Brexit vote. Linklaters and Clifford Chance (CC) both took roles on the £400m float of Metro Bank in March. Linklaters capital markets partner Jason Manketo led for the bank while CC capital markets head Adrian Cartwright led for sponsor RBC Europe.

The largest IPO to push ahead this year was on the Hong Kong Stock Exchange, as Davis Polk & Wardwell advised Postal Savings Bank of China in September on its $8bn float, with CC leading for the underwriters.

matthew.field@legalease.co.uk

Legal Business

Freshfields leads for longtime client Henderson Group on $6bn merger

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Corporate Freshfields Bruckhaus DeringerSkadden, Arps, Slate, Meagher & Flom
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Freshfields Bruckhaus Deringer and Skadden, Arps, Slate, Meagher & Flom have guided global asset manager Henderson Group and Denver-based global investment firm Janus Capital Group through its $6bn merger.

The combined group, to be named Janus Henderson Global Investors, will now hold assets under management of over $320bn. The newly-merged group will be headquartered in London and has agreed to apply for listing on the NYSE with plans to stop trading on the London Stock Exchange.

Freshfields’ London corporate head Simon Marchant, corporate partner Oliver Lazenby and global financial institutions partner David Rouch acted for Henderson Group alongside the Magic Circle firm’s New York partners Peter Lyons and Matthew Herman.

Janus was advised by Skadden’s London head Michael Hatchard and M&A partner Scott Hopkins. The pair worked alongside the firm’s co-head of its financial institutions group David Hepp and M&A partner Ralph Arditi who are both based in New York.

Marchant (pictured) said: ‘This is exactly the sort of complex, cross-border transaction which underscores the importance of having a fully-integrated, top tier international M&A practice.’

This is the second major deal Freshfields and Skaddens have acted on together in recent months, with Phoenix Group Holdings enlisting the duo as it looks to acquire insurance company Abbey Life from Deutsche Bank for £935m.

Skadden advised Phoenix with a team including corporate partners Robert Stirling and Linda Davies, capital markets partner Danny Tricot, and tax partner James Anderson. Freshfields is advising on debt finance aspects with banking partner Sean Pierce taking the lead.

madeleine.farman@legalease.co.uk

Legal Business

Skadden, Freshfields and Clifford Chance provide cover as Deustche Bank sells insurer for £935m

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Corporate Clifford ChanceFreshfields Bruckhaus DeringerSkadden, Arps, Slate, Meagher & Flom
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Skadden, Arps, Slate, Meagher & Flom, Freshfields Bruckhaus Deringer, Clifford Chance and have all won places advising on Phoenix Group Holdings’ proposed £935m acquisition of life insurance company Abbey Life from Deutsche Bank.

The transaction will add £10bn worth of assets under management and approximately 735,000 policyholders to Phoenix, one of the largest providers of insurance services in the UK.

It emerged in March Jersey-based Phoenix was preparing to launch a bid for Abbey Life after it was reported Deutsche Bank was considering to sell the insurer in October of last year.

Skadden advised Phoenix with a team including corporate partners Robert Stirling and Linda Davies, capital markets partner Danny Tricot, and tax partner James Anderson.

Freshfields advised the insurance company on debt finance aspects with banking partner Sean Pierce taking the lead, while ARC Pensions Law partner Anne-Marie Winton advised on pension law aspects of the deal. Clifford Chance guided Deutsche Bank through the disposal with a team led by partners Hilary Evenett and Narind Singh.

Phoenix’s director of group legal Phil Hagan told Legal Business: ‘Some deals make you bigger and some make you better but it’s pretty rare you get a deal which does both. After missing out on previous sector activity, signing two deals in less than six months for a total of well over a billion GBP makes us a little like London buses.’

The deal is the latest big insurance mandate following the purchase by Canada Pension Plan Investment (CPPIB) of Ascot Underwriting Holdings, the Lloyds of London insurer linked to American International Group (AIG), as part of a $1.1bn agreement.

On that transaction, Travers Smith advised the senior management team of Ascot with senior partner Chris Hale leading a team including tax partner Kathleen Russ. CPPIB, Canada’s largest pension fund, was advised by a cross-border team at Debevoise & Plimpton including partners Alexander Cochran and Nicholas Potter and London-based David Innes and James Scoville.

Freshfields corporate insurance partner George Swan advised AIG alongside international tax disputes head Helen Buchanan.

madeleine.farman@legalease.co.uk

Legal Business

Travers, Debevoise and Freshfields provide cover for $1.1bn Ascot insurance deal

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Corporate Debevoise & PlimptonFreshfields Bruckhaus DeringerTravers Smith
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Usual suspects Travers Smith, Debevoise & Plimpton, and Freshfields Bruckhaus Deringer have been gifted with advisory roles on the latest heavyweight deal as Canada Pension Plan Investment (CPPIB) has agreed to buy Ascot Underwriting Holdings, the Lloyds of London insurer linked to American International Group (AIG), as part of a $1.1bn agreement.

Travers Smith advised the senior management team of Ascot with senior partner Chris Hale leading a team including tax partner Kathleen Russ.

CPPIB, Canada’s largest pension fund, was advised by a cross-border team at Debevoise including partners Alexander Cochran and Nicholas Potter and London-based David Innes and James Scoville. City tax partner Richard Ward also acted on the deal.

Freshfields corporate insurance partner George Swan advised AIG alongside international tax disputes head Helen Buchanan.

AIG will get about $240m in cash proceeds, reflecting the New York-based company’s 20% stake in the business and ownership of a related unit in the deal. Ascot Underwriting’s ownership has included an employee trust. The $1.1bn sum also includes a recapitalisation of an entity by the buyer.

Following the sale of Ascot, chief executive Andrew Brooks will continue to lead the business alongside the rest of the senior management team in their new partnership with CPPIB. As part of the transaction, AIG has divested its interest in Ascot but will maintain its ongoing strategic relationship with Ascot Underwriting Bermuda.

Travers Smith also announced a second high-profile deal this morning (20 September) and advised long-standing client Exponent Private Equity on the acquisition of The Racing Post, the leading media player in the horseracing and sports betting market in Britain and Ireland, for an undisclosed sum. Private equity partners Ian Shawyer and Lucie Cawood led on the deal alongside finance partner Donald Lowe, tax partners Kathleen Russ and Simon Skinner and commercial, IP & technology partner Richard Brown. The selling shareholders were advised by White & Case.

sarah.downey@legalease.co.uk

Legal Business

Freshfields lands Eversheds head of international arbitration in rare City lateral

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Litigation Eversheds SutherlandFreshfields Bruckhaus Deringer
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Freshfields Bruckhaus Deringer has landed Will Thomas (pictured), Eversheds’ head of international arbitration, in a rare lateral hire in the Magic Circle firm’s City heartlands.

Thomas, who became head of Eversheds’ international arbitration group three years ago, departs after 17 years at the firm. He joined Eversheds in 1999 and has been based in Paris since 2001. Thomas made partner at Eversheds in 2010.

Thomas relocates to Freshfields’ London HQ as part of the move and will also spend time working with the Freshfields’ Paris team to strengthen collaboration between those offices. He has also been tasked with building out the London presence of the public international law practice headed by Paris-based partner Ben Juratowitch. Though Freshfields remains one of the preeminent global names in arbitration, the firm did suffer a reverse in 2014 when several of its leading names quit to launch the arbitration boutique Three Crowns.

Thomas, a highly regarded practitioner, has handled a string of big-ticket disputes in recent years including defending Iran from a $600m claim by Turkish mobile operator Turkcell to win that country’s first ever investor-state arbitration.

Nigel Rawding QC, head of Freshfields’ London international arbitration practice, said: ‘Will’s expertise and experience combined with our platform create a formidable offering for current and prospective clients alike.’

Thomas is the third senior arbitration practitioner to leave Eversheds in the last 12 months, with London duo Andy Moody and Stuart Dutson departing for Baker & McKenzie and Simmons & Simmons respectively.

Eversheds has appointed Singapore-based Rod Bundy and Paris-based David Sellers as global co-chairs of its international arbitration group.

tom.moore@legalease.co.uk

Legal Business

Case study: Freshfields Bruckhaus Deringer

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Financial results 2016 Freshfields Bruckhaus Deringer
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By some margin the strongest-performing Magic Circle firm for the 2015/16 year, Freshfields Bruckhaus Deringer posted 7% revenue growth from £1.245bn to £1.327bn and an 8% profit per equity partner (PEP) hike to £1.47m from £1.37m.

This performance is particularly impressive after a year of investment. The firm pushed hard on the development of its legal services hub in 2015, gaining the lease to its Manchester office in July last year. Rapidly scaled up, Freshfields’ Manchester staff will move into new premises double the size of the current office from early 2017, accommodating legal services staff as well as human resources, IT, marketing and business development, office management, document specialists and change management. Plans are already underway to open a second legal services hub in either the US or Canada to offer a 24-hour service to clients.

Legal Business

Recasting finance at Freshfields: high ambition married with gently lowered expectations

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Finance Freshfields Bruckhaus Deringer
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Victoria Young and Madeleine Farman analyse the changes in Freshfields’ finance practice

‘I could have spent another ten years punching the clock but I wanted to build a business, and do more than just be another Freshfields [Bruckhaus Deringer] banking partner,’ reflects one former hand at the Magic Circle firm. It’s a refrain that strikes a chord among the sizeable group of notable finance practitioners who have plied their trade at Fleet Street over the years.

Legal Business

Freshfields acts for Apple as tech giant looks to appeal €13bn EU tax ruling

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Litigation Freshfields Bruckhaus Deringer
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Apple has turned to Freshfields Bruckhaus Deringer as it looks to appeal the European Commission’s ruling it must pay €13bn in back taxes to Ireland.

Earlier this week the EU commission ordered Irish tax authorities to collect taxes which it found amounted to illegal state aid under EU provisions. The ruling is the EU’s highest ever demand under rules that prohibits companies gaining market advantage through government help.

Apple chief executive Tim Cook has refuted the findings that Ireland gave the company special deals and accused the EU Commission of rewriting the company’s record in Ireland. He has expressed confidence in winning an appeal.

Irish officials have also been up in arms about the ruling with the country’s finance minister Michael Noonan declaring he has no choice but to appeal the decision, adding: ‘This is necessary to defend the integrity of our tax system, to provide tax certainty to business and to challenge the encroachment of EU state aid rules into the sovereign member state competence of taxation.’

This is not the first time Freshfields has been drafted in to help Apple. The tech company brought in the Magic Circle firm to advise in the long running smartphone wars against Samsung and Motorola. The firm’s involvement includes guiding Apple through a ruling that found Motorola Mobility broke EU law by trying to use its patents to block sales of Apple products in Germany, and advising the tech giant on its failed bid claiming Samsung’s Galaxy Pad design is too similar to that of an iPad in 2012.

madeleine.farman@legalease.co.uk

To read more on the Apple ruling see: ‘Guest post: The Apple story – a wider perspective’