Legal Business

Shearman hires Freshfields head of telecoms Miller in push to broaden City M&A offering

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Shearman & Sterling has hired Freshfields Bruckhaus Deringer’s co-head of telecoms, media and technology, Frank Miller, as the firm bids to pull in a greater array of M&A in the City.

Miller, who also spearheads the Magic Circle firm’s efforts in Israel, is the type of hire Shearman has been looking for in London. A longstanding corporate partner with a presence in the private equity (PE) space, Miller is qualified in both US and English law, and will strengthen Shearman’s M&A offering in the City. He leaves Freshfields after 16 years, having joined in 1999 from New York-based Wachtell, Lipton, Rosen & Katz and made up to partner four years later.

Having previously been lacking in senior corporate partners, European head of M&A Laurence Levy aside, Shearman’s London office has worked to build a strong offering in the past two years. Miller’s arrival comes as part of a gradual build-up of the firm’s City corporate bench, which has seen a three-partner team arrive in the middle of 2013 led by Weil, Gotshal & Manges’ PE heavyweight Mark Soundy, and, this time last year, Ben Rodham join from Addleshaw Goddard. The firm now has six mainstream corporate partners in London.

While Miller will primarily handle mainstream corporate work, having built a steady stable of clients that includes healthcare giant Colgate-Palmolive, drinks company PepsiCo and engine maker Rolls-Royce, his work for Freshfields’ PE team will also help Shearman build in that space. Having already gained momentum from becoming a preferred adviser to PE house Bridgepoint at the end of last year, Shearman will benefit from Miller’s experience advising the Magic Circle firm’s longstanding clients CVC and Cinven. He also advised Permira on its sale of Dutch animal-nutrition business Provimi to Cargill for $2.14bn in 2011, and is known for advising ketchup maker Heinz on its takeover by Warren Buffett’s Berkshire Hathaway and Brazilian private equity firm 3G Capital in 2013.

Creighton Condon, Shearman’s senior partner commented: ‘We are delighted that Frank is coming to Shearman & Sterling, with increasing M&A activity, we envision significant opportunities in London, Europe and globally to support our clients on their critical M&A transactions.’

It is the second time in six months that Shearman has taken a corporate partner from the Magic Circle, with Clifford Chance’s Robert Masella joining the firm’s New York office in April.

tom.moore@legalease.co.uk

Legal Business

Dealwatch: Freshfields and Cleary Gottlieb advise on Tesco’s £4bn South Korean sale

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Freshfields Bruckhaus Deringer and Cleary Gottlieb Steen & Hamilton have won roles advising as Tesco agrees to sell its South Korean unit Homeplus for £4.2bn, in an effort to raise funds to revitalise the business.

In its first major disposal since the supermarket giant suffered financial challenges, Tesco’s sale of its biggest overseas unit to a group of investors led by MBK Partners will produce £3.35bn in cash after tax and other costs, and is expected to complete before the end of the year.

Tesco turned to its usual Magic Circle adviser Freshfields with Asia corporate partner Simon Weller leading a team out of Hong Kong alongside Tesco relationship partner Claire Wills and corporate partner Alison Smith advising out of London. Korean firm Bae, Kim & Lee also advised Tesco on local issues.  

Cleary acted for MBK , led by Seoul corporate partner Sang Jin Han, while local Korean firm Yulchon also advised on domestic law.

Dave Lewis, chief executive of Tesco, said: ‘After a highly competitive process, we are announcing today the proposed sale of Homeplus, our business in the Republic of Korea. This sale realises material value for shareholders and allows us to make significant progress on our strategic priority of protecting and strengthening our balance sheet.’

Seoul-based MBK Partners led a consortium, including Canada Pension Plan Investment Board and Temasek Holdings, in the sale process and is understood to have out-bid interest from investment firms Affinity Equity Partners, KKR and The Carlyle Group.

jaishree.kalia@legalease.co.uk

Legal Business

A&O and Freshfields win work on Bwin’s bidding battle

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888 looks set to strike £900m deal

Deal lawyers took little respite over the summer as the traditional lull failed to materialise. One deal that kept teams at Magic Circle duo Allen & Overy (A&O) and Freshfields Bruckhaus Deringer busy was the bidding battle between 888 and GVC Holdings for online gambling company Bwin.Party Digital Entertainment.

Legal Business

Deal watch: Corporate activity in July and August 2015

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PEARSON TURNS TO FRESHFIELDS ON SUMMER FT AND ECONOMIST SELL-OFF

Freshfields Bruckhaus Deringer advised Pearson twice over the summer. The publisher sold the Financial Times to Skadden, Arps, Slate, Meagher & Flom client Nikkei and split its 50% stake in The Economist Group between Macfarlanes client and co-shareholder Exor, while Linklaters acted for The Economist.

 

Legal Business

Winning work: Freshfields takes Slaughters’ place as government cuts its stake in Lloyds

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Freshfields Bruckhaus Deringer has stolen a march on rival Slaughter and May after winning the role representing the UK government in its latest disposal of holdings in Lloyds Banking Group.

UK Financial Investments (UKFI), which oversees the HM Treasury’s stake in Lloyds, carried out the sale with a Freshfields team led by London corporate partners Mark Austin and Julian Makin advising.

The work is a significant win for Freshfields as UKFI previously instructed Slaughters’ corporate team, led by partner Nilufer von Bismarck, when the government first sold a 6% share in the bank three years ago. This came after the government initially held around a 45% stake in Lloyds after it was bailed out with £20bn of funds following the 2008 financial crisis. Von Bismarck also acted for the government when Lloyds and The Royal Bank of Scotland took part in its asset protection scheme in 2009 which saw Lloyds raise £21bn in capital.

The sale, which brought state ownership at the bank down to less than 13%, comes after the government launched a trading plan at the end of last year and takes the total recovered to almost £14bn. 

In April this year, Lloyds group general counsel Andrew Whittaker stood down from his role after two years and was succeeded by deputy GC Kate Cheetham. More recently however, Linklaters’ managing partner Simon Davies confirmed he will retire from the Magic Circle firm at the end of 2015, a year ahead of the end of his current term, to join Lloyds Banking Group as its chief people, legal and strategy officer, and also take a place on the bank’s executive committee.

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: Freshfields and Arthur Cox line up on Paddy Power and Betfair’s merger

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Freshfields Bruckhaus Deringer and Arthur Cox have taken the lead roles today (26 August) as Paddy Power and Betfair announced they had agreed a possible merger in a £5bn deal.

A Freshfields team led by Edward Braham and Oliver Lazenby for Betfair having previously worked with the gaming company’s initial public offering and on a takeover approach in 2013 by CVC which was fought off. Freshfields also fielded employment partner Jocelyn Mitchell with Simon Priddis covering antitrust and Tax advice coming from Peter Clements.

Paddy Power also turned to its longstanding adviser Arthur Cox on the deal. Corporate partner Maura McLaughlin led the team at the Irish firm while Allen & Overy’s Antonio Bavasso provided antitrust advice.

If carried through, the combined company will have revenues of around £1.1bn and will seek to keep both Betfair and Paddy Power brands running. Shareholders of Paddy Power will hold 52% of the new company and receive a special dividend totalling €80m while Betfair shareholders will split the remaining 48% stake.

The gaming sector has seen a series of high-profile deals over the summer including Ladbrokes £2.3bn merger with Gala Coral, which saw Slaughter and May and Ashurst win roles, and the bidding battle between 888 and GVC over Freshfields-client Bwin.Party Digital Entertainment.

michael.west@legalease.co.uk

Legal Business

Dealwatch: Slaughters and Freshfields lead as Zurich bids £5.6bn for UK’s RSA

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Magic Circle duo Slaughter and May and Freshfields Bruckhaus Deringer have won roles as Switzerland’s Zurich Insurance Group bids to buyout its FTSE-100 listed rival RSA for £5.6bn.

Slaughter and May is advising RSA Insurance Group on the all-cash offer, led by corporate and commercial partners Andy Ryde and Robert Innes. The team also included competition partner Jordan Ellison, Jan Putnis covering financial regulation and pensions and employment specialist Jonathan Fenn.

Freshfields is acting for Switzerland’s largest insurer Zurich with corporate partners Sundeep Kapila and George Swan leading.

The RSA board received Zurich’s all-cash proposal with shareholders receiving 550p per RSA share and allowed to retain a 3.5p interim dividend announced by the insurer earlier this month.

As of this morning [25 August] the RSA board said would recommend the possible offer to RSA shareholders, as long as there is a ‘satisfactory resolution’ to other terms. The offer comes after Zurich announced it was assessing a potential offer for RSA last month [July] following press reports.

RSA announced it had been awarded an alternative business structure licence by the Solicitors Regulation Authority in March this year, in a joint venture with Parabis Law.

jaishree.kalia@legalease.co.uk

Legal Business

40 out of 48: Freshfields keeps on 83% of autumn 2015 trainees

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The first of the Magic Circle’s big four to announce its trainee retention rate, Freshfields Bruckhaus Deringer is set to see 40 newly-qualified lawyers walk through its door this autumn, from a trainee intake of 48.

Freshfields offered positions to 43 or 90% of total trainees, of which three rejected a place at the firm where a newly-qualified lawyer can earn between £67,500 and £77,500. The firm’s retention rate has remained between 80-85% in the last few rounds, having retained 85% in its spring intake earlier this year after 41 out of 48 trainees accepted offers.

This came after 82% or 38 qualifying trainees out of 45 confirmed places at Freshfields in August 2014, while in spring that same year, the firm kept on 80% of junior lawyers, totalling 35 out of 44.

Freshfields retention rate is lower than the only other Magic Circle firm to report so far, Slaughter and May, which last month [July] revealed it kept on 33 trainees, or 89%, out of a cohort of 37. The figure was unusually low for Slaughters which regularly posts rates of over 90%.

In comparison, Herbert Smith Freehills earlier this month announced that it will be keep 34 of its 37 trainees, posting a 92% retention rate – higher than both Freshfields and Slaughters – and marginally down from its spring 2015 intake. Out of a total 37 qualifying trainees, 34 were made offers of which all accepted.

Freshfields once again did not disclose in which offices and practice areas the trainees would be qualifying.

jaishree.kalia@legalease.co.uk

Legal Business

Second edition: Freshfields, Linklaters and Macfarlanes advise on Pearson’s £469m sale of The Economist

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Freshfields Bruckhaus Deringer has reprised its role for Pearson as, just weeks after selling the Financial Times, the publishing group agreed to sell its stake in The Economist group for £469m to Macfarlanes‘ client Exor and back to the group itself.

Freshfields corporate partners Oliver Lazenby and Simon Marchant led the team advising Pearson on the sale of its 50% interest in the group, which comprises the weekly magazine plus other titles and the Economist Intelligence Unit, to existing shareholder Exor which is taking 27.8% with 22.2% repurchased by the group.

The same team most recently acted for Pearson on its disposal of the Financial Times group to Japan’s Nikkei for £844m, announced in July, while Skadden, Arps, Slate, Meagher & Flom advised Nikkei and Herbert Smith Freehills acted for Pearson on UK real estate matters.

The Magic Circle firm has built a strong relationship with the FTSE-100 company, with duo Marchant and Lazenby having also advised the publisher on the combination between Penguin and Random House, as well as its disposal of Mergermarket Group. 

Macfarlanes partner John Dodsworth advised the Italian-based investment firm on the Economist buy alongside Italian law firm Pedersoli e Associati’s partner Carlo Re. Pedersoli also advised Exor on all regulatory aspects of the transaction with partner Davide Cacchioli and junior partner Lisa Noja advising.

Meanwhile, Linklaters acted for the The Economist Newspaper itself on the deal as the overarching group repurchased £182m worth of shares in an effort to safeguard editorial independence. The Silk street team was led by corporate partners Richard Godden and James Inglis.

The transaction, which is subject to regulatory and shareholder approvals, is expected to complete by the end of the year.

sarah.downey@legalease.co.uk

Legal Business

Trading partners: Kirkland recruits Freshfields’ Blackstone and Goldman relationship partner Steele

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Freshfields Bruckhaus Deringer and Kirkland & Ellis continue to swap talent in the City, this time with Kirkland hiring the Magic Circle’s finance partner Michael Steele.

The hire comes one month after high-yield heavyweight Ward McKimm quit the US firm to join Freshfields and become co-head of its European leveraged finance group.

Steele was Freshfields’ relationship partner for The Blackstone Group and Goldman Sachs, and spent 12 months in the leveraged finance team at Goldman Sachs in 2010. His client base covers financial sponsors, funds and financial institutions, advising them on complex and cross-border financing transactions, including leveraged finance, special situations investing, loan portfolio acquisitions and restructurings.

Deal highlights include advising Blackstone on its acquisition of the €1.8bn Project Tower loan portfolio from NAMA; representing Cinven on its acquisition of Heidelberger Leben; and acting for CVC and BC Partners on their bid for BSN Medical.

He joined the Magic Circle firm in February 2008 as a senior associate and was promoted to the partnership in April 2012.

Kirkland’s chairman Jeffrey Hammes said: ‘Michael is recognized as one of the top finance lawyers in the market and has developed a strong reputation for handling complex transactions, particularly on the sponsor side. His joining the firm reflects our continued commitment to building our leading European finance platform.’

In early June, Kirkland saw the exit of a trio of funds partners, led by Mark Mifsud, to Fried, Frank, Harris, Shriver & Jacobson.

jaishree.kalia@legalease.co.uk