Legal Business

Updated: Linklaters and Freshfields lead on Lloyds’ 25% TSB float for £1.5bn

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Linklaters’ Matthew Bland is advising Lloyds Bank on its floatation of a 25% of its TSB business on the London Stock Exchange next month, on which Freshfields Bruckhaus Deringer’s Julian Makin will act for the underwriters.

Bland, a corporate partner in London, has represented Lloyds Bank for nearly a decade. His position as adviser on the £1.5bn initial public offering (IPO) follows lead roles on Lloyds TSB’s takeover of HBOS in 2008 and related £5.5bn recapitalisation, as well as a £22.6bn combined rights issue in 2009.

Freshfields’ Makin, a London-based corporate partner and co-head of the firm’s mining and metals group, is advising the underwriters: JP Morgan, Citigroup, UBS and Investec.

Herbert Smith Freehills’ corporate partners James Palmer and Nick Moore and outsourcing partner Nick Pantlin have been advising TSB, working closely with general counsel Susan Crichton, on the IPO and all aspects of its separation of Lloyds Bank, including on the material business and IT services arrangements required for TSB to operate as a standalone bank post-IPO.

Lloyds became one of the Big Four banks – alongside RBS, Barclays and HSBC – after consolidation of the banking sector in the 1990s but has been forced to sell off the 631 branches that now makes up TSB after receiving government aid during the financial crisis. Lloyds had been in advanced negotiations for the Co-operative Bank to acquire the branches but the talks collapsed when the Co-op discovered a £1.5bn funding gap.

TSB, which is already the UK’s seventh largest retail bank with 4.5 million customers, will be spun off through a series of floats by the end of 2015, appeasing the European Commission in its quest for greater competition in the sector.

tom.moore@legalease.co.uk

Legal Business

Deal Watch: Freshfields advises Blackstone on €1.8bn NAMA loan; CC and A&O close €2.8bn offshore wind financing

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Freshfields Bruckhaus Deringer has led on the latest major European mandate for Blackstone, advising the New York Stock Exchange-listed private equity group on its acquisition of a €1.8bn portfolio of cross-border loans and swaps from the National Asset Management Agency (NAMA) in Ireland.

Referred to as Project Tower, the portfolio acquired is supported by assets primarily in the UK, Ireland, Germany and Spain and, commenting on the transaction, lead partner Michael Steele said: ‘It was a pleasure to work alongside Blackstone on this highly significant and complex transaction – one of the largest loan portfolio sales to have taken place in Europe. We look forward to continuing to support Blackstone throughout its investment in Project Tower.’

Blackstone, traditionally perceived as being wedded to Simpson Thacher & Bartlett, opened an office in London in 2000 and has in recent years given a significant number of mandates to Freshfields.

Steele has over the past year to eighteen months advised Blackstone on its 2014 refinancing (as lender) of the Invista Group; its investment in the Cosgrave Group, its investment in French real estate investment trust Gecina and its 2013 acquisition of European shopping centre owner Multi Corporation.

Elsewhere, Magic Circle duo Clifford Chance (CC) and Allen & Overy (A&O) towards the end of last week closed what is said to be Europe’s largest offshore wind financing, ‘Project Gemini’, valued at €2.8bn.

The wind farm, owned by Canadian Northland Power (60%), Siemens (20%), Van Ord (10%) and HVC (10%), will consist of 150 wind turbines providing a capacity of 600 megawatts, creating one of the biggest offshore wind farm’s globally.

The longrunning project has seen CC act as legal advisor with regard to the structuring of the project, including project documentation for Van Oord and Siemens. In addition, the 3,017-lawyer firm acted as advisor on the subordinated financing of €200 million by the Danish pension fund PKA and Northland Power and acted as the borrower’s advisor. As project counsel the team also set up the corporate and shareholder structure and governance for the project sponsors.

The Magic Circle firm fielded a multi-disciplinary team led by asset finance counsel Hein Tonnaer in Amsterdam.

A&O represented the lenders consortium including ABN AMRO Bank; the Bank of Tokyo-Mitsubishi UFJ; BNP Paribas, Bank of Montreal; London Branch; Caixabank; CIBC World Markets; Deutsche Bank; Export Development Canada; Natixis; Banco Santander; Bank Nederlandse Gemeenten; Sumitomo Mitsui Banking Corporation and the European Investment Bank (EIB). A&O’s team was led by energy practice head Werner Runge in the Netherlands and counsel Frédérique Jacobse.

Over 22 parties were involved in the project, including 12 commercial creditors, four public financial institutions, one pension fund and an equity consortium.

The project reached financial close on 15 May 2014 and the wind farm is expected to reach commercial operations in the summer of 2017.

CC’s Tonnaer said: ‘We are very pleased to have been involved as a legal adviser for the project from the beginning. It is the largest ever project within the Dutch offshore wind energy sector and provides an excellent framework for future renewable energy projects. Despite there being so many different types of parties involved we were able to conduct harmonious negotiations and achieved the full consensus needed to make this project a success. For the last couple of years we have been able to work on this project as a fully integrated team consisting of a wide range of disciplines within our firm, from project management to financial expertise and corporate law.’

A&O’s Runge added: ‘The volume and complexity of this project underlines the challenges and opportunities in the offshore wind sector.

‘We are excited that our projects team was involved in this largest-ever European offshore wind financing, another “first” in the Dutch market.’

Jaishree.kalia@legalease.co.uk

Legal Business

Freshfields unveils new City competition head as Marchant takes over as London corporate chief

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Freshfields Bruckhaus Deringer has appointed Simon Marchant as its new City corporate head in the wake of Julian Long’s election to London managing partner, as the Magic Circle firm also announces that Simon Priddis will take over as competition head.

Marchant, who previously headed the firm’s Asia business and co-headed its London-based M&A business, has experience of advising corporate clients, investment banks and institutional and other shareholders.

He fills the gap left after Long’s appointment in March to London managing partner, as incumbent City chief Mark Rawlinson returns to client work.

Priddis, meanwhile, will take over as London head of antitrust, competition and trade (ACT), succeeding former head Rod Carlton, who has served two terms and will return to full time fee-earning. Both appointments come into effect today (May 1st) and will run for 3 years.

Priddis’ was the firm’s former co-head of the global healthcare group, and covers antitrust and competition matters, including obtaining merger control clearances for transactions, counselling clients on competition law compliance, advising on cartel and market investigations, and related litigation. Prior to joining Freshfields, he was a senior official at the UK competition regulator.

Freshfields global managing partner David Aitman said: ‘These appointments see the leadership of our London corporate and competition practices handed over to two massively skilled and very well regarded partners.

‘Freshfields’ corporate and ACT practices are globally recognised as market leaders – I have no doubt that we will see these positions consolidated under Simon and Simon’s guidance of the London teams.’

Jaishree.kalia@legalease.co.uk

Legal Business

Smartphone wars: Slaughters, Cleary and Freshfields lead for Motorola and Apple in EU’s verdict to level playing field

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The latest instalment of the smartphone wars has seen Slaughter and May and Cleary Gottlieb Steen & Hamilton face Freshfields Bruckhaus Deringer as the European Union takes steps to reduce the seemingly never-ending and costly trail of patent disputes, saying that Motorola Mobility broke EU law by trying to use its patents to block sales of Apple products in Germany.

The decision by EU competition commissioner Joaquin Almunia this week found that smartphone manufacturer Motorola misused the standard essential patent and breached EU antitrust rules by using an injunction obtained against Apple in Germany in an attempt to create hold ups in the German court, thereby deliberately impeding competition.

The Commission said that the move constituted an abuse of dominant position. Motorola must now reach a fair licensing agreement with Apple within 12 months.

Motorola was represented by Slaughter & May Brussels competition partner Claire Jeffs. Cleary Gottlieb advised Motorola as co-counsel, with London-based competition partner Maurits Dolmans leading alongside associate Ricardo Zimbron.

Freshfields Bruckhaus Deringer Brussels-based competition and antitrust partner Frank Montag advised Apple alongside London-based antitrust partner James Aitken.

Dolmans said: ‘The Commission decision established a precedent that owners of essential patents, who have promised to license these on fair, reasonable and non-discriminatory terms, cannot obtain injunctions against users who are willing to take a license on those terms. This is now the law for everyone, in jurisdictions as diverse as the US, the EU and China.

‘The next and increasingly important concern, is producers who transfer patents to non-practicing entities (sometimes called “trolls”), giving them incentives to go after their competitors. This is an unfortunate trend of patent misuse. If nothing is done about it, it could become a serious barrier to innovation.’

The Commission’s head of competition Joaquín Almunia added: ‘The so-called smartphone patent wars should not occur at the expense of consumers. This is why all industry players must comply with the competition rules. Our decision on Motorola, provides legal clarity on the circumstances in which injunctions to enforce standard essential patents can be anti-competitive.’

In January, Google agreed to sell Motorola Mobility to Lenovo for $2.9bn, having acquired it in 2011 for $12.5bn, which marked a significant high point in the smartphone patent bubble.

Jaishree.kalia@legalease.co.uk

Legal Business

Skadden, Freshfields and Davis Polk take the lead as blockbuster Pfizer/AstraZeneca deal gears up again

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Skadden, Arps, Slate, Meagher & Flom, Freshfields Bruckhaus Deringer and Davis Polk & Wardwell have all landed lead roles advising Pfizer and AstraZeneca as talks over a potential $100bn merger resurface.

US pharmaceutical giant Pfizer has confirmed it has approached AstraZeneca – the British-Swedish multinational pharmaceutical and biologics company headquartered in London – for the second time on 26 April about its continued interest in a combination.

The interest follows Pfizer’s preliminary proposal on 5 January, which was a combination of cash and shares worth £46.61 per AstraZeneca share, worth around £58.8bn in total. AstraZeneca rejected the bid, claiming it ‘very significantly undervalued AstraZeneca and its prospects’.

Skadden Arps is advising Pfizer on US and UK matters, led by corporate partners Michael Hatchard and Scott Hopkins in London, while partner Tim Sanders is advising on tax. Corporate partners Paul Schnell, Sean Doyle and Michael Chitwood are advising out of the US, alongside tax partner Sally Thurston and competition partner Sharis Pozen.

Freshfields corporate partner and London managing partner Julian Long is advising AstraZeneca, alongside Davis Polk corporate partner Paul Kingsley in Manhattan who, like Long, has advised the drug company on significant corporate mandates in the past.

Pfizer has seen some significant changes to its in-house legal offering in recent months, with news in March that chief counsel and assistant general counsel Ellen Rosenthal was leaving, shortly after the departure of general counsel Amy Schulman.

Both were instrumental in setting up the Pfizer Legal Alliance in 2009, which sees 19 law firms – including Skadden Arps, Clifford Chance and DLA Piper – handle the lion’s share of Pfizer’s legal work on a flat-fee structure, in a still rare example of a move entirely away from the billable hour.

Talks of the potential merger between Pfizer and AstraZeneca first emerged in November last year. A spokesperson at AstraZeneca confirmed Pfizer has 28 days to put forward a formal proposal.

jaishree.kalia@legalease.co.uk

Legal Business

Clifford Chance and Freshfields advise on Bridgepoint’s sale of German chemicals company to Permira

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Magic Circle firms Clifford Chance (CC) and Freshfields Bruckhaus Deringer have taken the lead on the latest big corporate transaction to come out of Germany, the sale of speciality chemicals and manufacturing company CABB International to private equity firm Permira Advisers, providing an exit for Bridgepoint Capital, with the asset reported in the financial press to be valued in excess of $1bn.

The deal, which was announced on Tuesday and is expected to complete in June this year, sees CC advise London-based Permira and Freshfields represent Bridgepoint, which acquired CABB from AXA Private Equity for an undisclosed sum in March 2011 when it employed 750 people with 2010 sales of €311m.

The manufacturer, which supplies chemicals used in pesticides, cosmetics and food, now has around 1000 employees and a circa €440m turnover.

Leading the Freshfields team on the transaction is Frankfurt-based co-head of the firm’s global financial investors group, Markus Paul, supported by environmental and regulatory of counsel Marcus Emmer, M&A counsel Christian Zeppezauer and associates Hendrik Braun, Christoffer Bortz, Marius Fritzsche, Olga Gurman and Sherry Xu.

Freshfields also advised Bridgepoint last year as it acquired Austrian commercial refrigeration equipment manufacturer AHT Cooling Systems from Quadriga Capital for €585m, which completed in October.

Clifford Chance lawyers working on the deal are understood to include Dusseldorf-based employment partner Thomas Hey, antitrust partner Marc Besen, Frankfurt-based M&A counsel Joachim Hasselbach and Jörg Futter, litigation and dispute resolution counsel Jochen Pörtge, senior associates Christoph Crützen, Amrei Fuder, Achim Gronemeyer and Frederik Mühl, and lawyers Paul Bock and Florian Lechner.

Leading the in-house team on the other side is former Clifford Chance lawyer and Permira partner Ulrich Gasse.

Last October, CC advised key private equity client Permira on its £300m acquisition of iconic footwear brand Doc Martens, which completed in January 2014, led by heavyweight corporate partner Jonny Myers and global corporate head Matthew Layton, who will take over as the Magic Circle firm’s managing partner on 1 May.

Layton also advised Permira on its €3bn (£2.5bn) sale of frozen foods business Iglo Group in 2012, while Myers previously led on its €220m acquisition of a majority stake in Irish healthcare equipment manufacturer Creganna.

francesca.fanshawe@legalease.co.uk

Legal Business

Slaughters, Freshfields and Linklaters lead on Glaxo/Novartis multibillion-dollar joint venture

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Magic Circle trio Slaughter and May, Freshfields Bruckhaus Deringer and Linklaters have landed lead advisory roles on a multi-billion-dollar joint venture and asset swap between pharmaceutical giants GlaxoSmithKline (GSK) and Novartis.

The three-prong deal – announced in the same week as Novartis’ Freshfields-led $5.4bn sale of its animal health division to Eli Lilly – will see GSK and Novartis combine their respective consumer healthcare businesses, giving GSK a majority stake of 63.5%.

A further asset swap will see GSK acquire Novartis’ global vaccines business (excluding flu vaccines) for an initial cash consideration of $5.25bn with potential ‘milestone payments’ of up to $1.8bn alongside ongoing royalties, as Novartis acquires GSK’s cancer drugs business for $16bn.

Freshfields’ London-based corporate partner Julian Long led a team for Novartis. Rod Carlton, head of the firm’s London antitrust, competition and trade group; Thomas Janssens, managing partner of the firm’s Brussels’ office; and US antitrust partner Paul Yde also worked on the deal.

Linklaters also advised Novartis on the deal, fielding a multi-jurisdictional team led by corporate partner James Inglis and including Aisling Zarraga (corporate partner); Peter Cohen-Millstein (US corporate counsel); Sir Christopher Bellamy QC (anti-trust partner), Jeff Schmidt (US anti-trust partner), Nigel Jones (IP partner), Marly Didizian (TMT Partner), and Dominic Winter (tax partner).

The Slaughter and May team advising GSK was led by corporate and commercial partners Simon Nicholls, Gavin Brown, Richard Smith and David Johnson, who worked alongside GSK’s internal legal team including Dan Troy, Chip Cale, Antoon Loomans, James Ford, Paul Noll and Edward Gimmi.

Meanwhile, a US team from Cleary Gottlieb Steen & Hamilton is also advising GSK, with anti-trust partner George Cary leading alongside Cologne-based competition partners Romina Polley and Patrick Bock. Swiss firm Niederer Kraft & Frey is advising on Swiss law.

GSK’s CEO Sir Andrew Witty GSK said: ‘This proposed three-part transaction accelerates our strategy to generate sustainable, broadly sourced sales growth and improve long-term earnings.

‘Opportunities to build greater scale and combine high quality assets in vaccines and consumer healthcare are scarce. With this transaction we will substantially strengthen two of our core businesses and create significant new options to increase value for shareholders.’

The transaction is expected to complete during the first half of 2015 subject to approvals.

In a separate deal, Novartis announced today (22 April) that it has agreed to sell its animal health division to Eli Lilly and Company for nearly $5.4bn. Weil Gotshal & Manges advised longstanding client Lilly while Freshfields once again led for Novartis.

sarah.downey@legalease.co.uk

Legal Business

Freshfields recruits ex-Cleary partner to bolster US bench in key securities hire

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In a rare partner hire in the City, Freshfields Bruckhaus Deringer has added to its capital markets and US corporate law practice with the partner hire of Ash Qureshi, who joins from investment group Kingsley Capital Partners.

Announced today (9 April), US securities veteran Qureshi has a focus on emerging markets work and sovereign-related transactions. Clients have included governments, corporations and major financial institutions. 

Qureshi was a director of Hanson Assset Management and one of the founders of Naya Capital Management. Qureshi was also previously a partner at Cleary Gottlieb Steen & Hamilton for over 10 years before becoming executive vice chairman of Renaissance Group and chief executive of Renaissance Asset Managers, an investment management business in Moscow. Qureshi will be based in London and will join the leading City law firm’s corporate team covering the UK, Europe, Russia, Africa and the Middle East.

The hire comes amid a period of growing demand for US finance advice from European clients increasingly looking to tap American investors. Legal Business’s 2014 Global London focus on the top 50 foreign firms in London revealed a sharp increase in the number of US-qualified lawyers in the City last year in response to rising issuance of New York law-driven products like high-yield bonds.

Freshfields co-head of international capital markets practice Sarah Murphy commented: ‘Capital markets solutions have become increasingly important to our clients and access to the US markets is often critical to achieving their goals. Ash will enhance the reputation of our existing team.’

Sarah.downey@legalease.co.uk

Legal Business

‘There are no “diet-coke” partnerships at Freshfields’: Barry O’Brien on a new career at Jefferies

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Freshfields Bruckhaus Deringer former corporate head Barry O’Brien last month (31 March) hung up his Magic Circle boots to move into a client development role at US investment bank Jefferies. Before joining, the former rugby playing high flyer spoke to Legal Business about diet coke partnerships, retirement, and moving away from the Magic Circle.

Why did you decide to join Jefferies?

Having retired last October, I had a number of conversations about what to do next and Jefferies suggested a role as chairman of their European M&A and corporate finance group, which I have no doubt will be fun.

What does the new role entail?

Essentially relationship management and client development. Jefferies has a lot of FTSE 250-350 clients where I can hopefully add some real value.

Many partners at large international law firms start reviewing their career options around age 50. You stayed an extra 10 years. How was the last decade?

I enjoyed my partnership until the very last moment but you do need the energy and commitment to carry on. There are no “diet-coke” partnerships at Freshfields – it’s full fat or nothing.

What has been your biggest achievement?

Without doubt helping to build the best group of junior corporate partners in the City – they are a fantastic bunch!

What was your most memorable job?

The rescue of Lloyd’s of London in the mid-1990s – probably still the biggest job the firm has undertaken in terms of manpower.

How difficult is it to make partner in the current market?

It has never been easy to make it to partnership but there is no doubt that every firm is raising the bar and in some cases turning down some exceptional candidates if the business case can’t be made out.

Where do you see Freshfields in 10 years-time?

The firm will maintain its position as one of the global elite – and we will have a first-class US practice.

What advice would you give to the next generation?

Be yourself and avoid the pressure to conform to the norm – all the great lawyers are their own men and women.

Jaishree.kalia@legalease.co.uk

Legal Business

Alstom thermal power sale gifts Freshfields and Linklaters with $1bn deal

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Corporate Freshfields Bruckhaus DeringerLinklaters
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Magic Circle firms Freshfields Bruckhaus Deringer and Linklaters have won lead roles advising on the sale of Alstom’s thermal power division to German private equity firm Triton in a deal worth around $1bn.

Linklaters is advising Triton, led out of Germany by the head of private equity in the jurisdiction, Rainer Traugott, alongside Paris-based Vincent Ponsonnaille and Florian Harder in Munich. The large multi-disciplinary team includes partners from the firm’s corporate, tax, banking, TMT, competition and employment practice areas.

Freshfields’ corporate, tax and finance team is representing Alstom, led by corporate partners Alan Mason and Olivier Rogivue, working closely alongside Alstom’s Doris Speer and Alessandra Zingone-Audouin.

The deal comes as French turbine and train maker Alstom plans to divest its non-core assets to pay off some debt and re-focus on fast-growing markets, Reuters reported. The transaction was approved by Alstom’s board on March 31 and is expected to close by September 2014.

Meanwhile, Triton is largely focussed on investing in medium-sized businesses in Northern Europe, and is currently invested in 25 companies, with combined sales of around €13bn and over 52,000 employees.

While Freshfields is advising Alstom this time round, the firm previously represented Triton Partners in June 2013 on its acquisition of leading European recycling specialist Befesa from the Spanish listed energy and environment technology company Abengoa worth €1,075bn, led by corporate partners Anselm Raddatz and Christoph Nawroth in Düsseldorf.

Jaishree.kalia@legalease.co.uk