Legal Business

Latham vs K&E means that everyone else loses

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Comment Kirkland & EllisLatham & Watkins

Skadden Arps, Clifford Chance, Linklaters and, currently, Kirkland & Ellis – over the last 30 years these firms have all at one time had claims to have been the most influential law firms of their age, the pioneers that defined the top of the profession through dash, ambition and imagination.

And many senior lawyers would think that list is missing the name of the institution that looked unchallenged until the Kirkland effect gripped the market in the last three years.

Legal Business

Kirkland remains world’s highest-grossing law firm in becoming first to surpass $4bn

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Financial results 2019/20 Kirkland & Ellis

Kirkland & Ellis has added $390m to its top line to trounce Latham & Watkins once again as the world’s highest-grossing law firm, as global turnover surged to $4.15bn.

The Chicago-bred giant today (18 March) revealed results for the 2019 financial year, revealing a 10% hike in revenue from $3.76bn last year. Profit per equity partner (PEP) reached $5.2m, up 3% on the $5.04m for 2018. Kirkland’s head count grew 13% in 2019 with revenue per lawyer dropping 2% to $1.6m from $1.63m the previous year.

The firm did not disclose regional breakdowns but London is believed to have slightly outpaced global growth at around 12%, growing revenue from around $380m to $425m.

The stellar year has been on the back of thrusting fund formation, restructuring and transactional private equity practices. Kirkland also last year unveiled its largest partner promotion round ever seen by a top legal practice, making up 141 partners, including 16 in the City. The move was an increase of 19 on the previous year’s eye-catching 122-strong round, with the hefty numbers of promotions a statement of intent that moving lawyers up the ranks internally remains a mainstay of the firm’s strategy.

Kirkland has an unusual model in that it makes up large ranks of salaried partners before considering promotions to its tightly-held equity. Operating a fast-track system, associates can make salaried partner six years after qualification – bucking the wider trend of pushing back promotions. Last year’s promotion round meant the firm had made up 531 partners in the last five years.

The Chicago-bred giant now has more than 350 lawyers in London and has forged something of a private equity powerhouse operating across Europe. It started 2019 on a high when it lured the much sought-after private equity partner Adrian Maguire from Freshfields Bruckhaus Deringer. The high-profile hire paid dividends last month when Maguire acted for long-standing client Cinven for the first time since making the move, along with Advent International and the RAG foundation, on their €17.2bn acquisition of Thyssenkrupp’s elevator business.

Kirkland’s success also comes on the back of a number of bumper lead mandates including on the $63bn acquisition of Allergan by US biopharmaceutical company AbbVie and the acquisition underpinning the $90bn merger between Bristol-Myers Squibb and Celgene.

Observers have grown accustomed to the two-horse race between Kirkland and Latham to attain the status as the world’s highest grossing law firm. Last month, Latham reported its second consecutive year of double-digit growth as its revenue surged to $3.77bn in 2019 while profit per equity partner (PEP) hit $3.78m.

nathalie.tidman@legalease.co.uk

Legal Business

Dealwatch: Kirkland lift first Cinven mandate since Maguire hire as Links, Gowling and Jones Day bed roles in week of PE records

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Dealwatch Gowling WLGJones DayKirkland & EllisLinklaters

Kirkland & Ellis has this week won roles advising on one of the largest European private equity transactions since the financial crisis and the UK’s largest-ever private real estate transaction.

Kirkland advised private equity houses Advent International, Cinven and the RAG foundation in their €17.2bn acquisition of Thyssenkrupp’s elevator business and acted for Blackstone in its $4.7bn purchase of iQ Student Accommodation.

Adrian Maguire (pictured) acted on Kirkland’s first deal for his long-term client Cinven since his move from Freshfields Bruckhaus Deringer last year. The team was led out of Kirkland’s Munich base with corporate partners Benjamin Leyendecker and Philip Goj, and also involved David Higgins, whose move to Kirkland from Freshfields preceded Maguire’s.

Cleary Gottlieb Steen & Hamilton advised Abu Dhabi Investment Authority, which was also part of the consortium acquiring the business.

Linklaters’ co-head of M&A, Dusseldorf-based Ralph Wollburg, acted for Thyssenkrupp, which saw several bidders battle out for its elevator business. An offer by private equity house CVC in partnership with Finnish engineering company Kone, advised by Clifford Chance, was withdrawn partly due to antitrust concerns.

A consortium of Blackstone, Carlyle and the Canada Pension Plan Investment Board (CPPIB) had also shown interest, advised by Milbank’s German offices. Thyssenkrupp had also considered an IPO before deciding to offload the business entirely.

Headquartered in Germany, the elevator business generated €8bn in revenues in 2018/19. The deal is expected to close within six months.

While its plan for the acquisition from Thyssenkrupp did not materialise, Blackstone went through with its plans to acquire iQ Student Accommodation from Goldman Sachs and The Wellcome Trust.

Kirkland fielded a team led by London corporate partners Michael Steele, Carlos Gil Rivas and Dipak Bhundia, with Gowling WLG’s real estate specialist Michael Twining also acting for the private equity house.

The London office of US firm Jones Day also won a prominent role on the record-breaking transaction, with London partners Giles Elliott, Anthony Whall and David Smith advising iQ, Goldman Sachs and The Wellcome Trust.

Simpson Thacher & Bartlett partner Tom Lloyd advised on the financing aspects.

‘It’s a great business for a great client with a sophisticated buyer on the other side,’ Elliott told Legal Business. ‘It was an incredibly accelerated process all round. It was an exhausting but great deal to be involved in.’

Jones Day has some history with the business and its owners, having advised Goldman when it combined its student housing business with The Wellcome Trust-owned iQ in 2016.

marco.cillario@legalease.co.uk

Legal Business

Revolving doors: Akin Gump hires Orrick private equity player as Kirkland revisits Linklaters for tax lateral

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Akin Gump Strauss Hauer & FeldBryan Cave Leighton PaisnerCleary Gottlieb Steen & HamiltonClyde & CoKirkland & Ellis

City and US rivals in London have been continuing to ramp up lateral recruitment with Akin Gump Strauss Hauer & Feld adding its third private equity partner in the space of a month, Kirkland & Ellis hiring a tax partner from Linklaters and Bryan Cave Leighton Paisner (BCLP) strengthening its employment bench.

Akin Gump hired private equity partner Weyinmi Popo from Orrick, Herrington & Sutcliffe only a month after adding Shaun Lascelles and Simon Rootsey to the bench from Vinson & Elkins in late September.

Popo advises UK and international sponsor and investor clients as well as family offices on private equity, M&A, infrastructure and energy transactions, with an emphasis on Africa. He will start at his new firm later this month.

Akin Gump’s chairperson Kim Koopersmith (pictured) told Legal Business: ‘London is clearly a market we’re focused on for growth, and you’ve seen us welcome a lot of great talent there recently. Much of that growth has been around the private equity space, which complements our other strengths very well and where we’ve identified a number of opportunities. Weyinmi’s practice and skillset fits in perfectly with that strategy. That, coupled with his focus on Africa, where we are seeing tremendous client interest, will make him a great fit.’

Meanwhile, Kirkland has returned to Linklaters to hire tax partner Mavnick Nerwal. He follows in the footsteps of fellow tax partner Tim Lowe who made the move from the Magic Circle firm to the Chicago-bred powerhouse in 2016.

Nerwal has experience in advising financial sponsors, including private equity and investment funds, corporates and financial institutions.

Meanwhile, BCLP has hired Adam Lambert as partner in the employment and labor group. Lambert joined the London office from Kingsley Napley where he focused on employment disputes and global transactions, advising across sectors including asset management, professional services, publishing, manufacturing and hospitality.

Partner and co-leader of the employment and labor team Rebecca Harding-Hill, told Legal Business: ‘Adam particularly fits in with us because of his global reach. He’s got a broad client base which covers financial services, professional services, publishing and hospitality. We have a lot of clients in financial services, so it broadens that out.’

Elsewhere, Clyde & Co has appointed Stefanie Johnston as partner in its global marine and insurance team in Glasgow.

Johnston joins from Keoghs where she helped to establish the firm’s Scottish presence. She will establish and build the firm’s marine offering in Scotland and will work closely with marine colleagues in the UK and globally.

Managing partner at Clyde & Co in Scotland, David Tait told Legal Business: ‘Stephanie has been a marine practitioner for a number of years. She has had clients follow her from firm to firm and it is hoped that when she comes to work for us, that those clients will continue to follow her and that she will grow the practice and build on the many years of experience she has in marine law.

‘We’ve got a significant marine practice in London and if they have any clients that require assistance on Scottish matters, we’ve got Stephanie here who can help them with that,’ added Tait.

Finally, Cleary Gottlieb Steen & Hamilton London corporate finance partner Andrew Shutter has left the firm after 22 years. Shutter joined the firm in 1997 and advised on a range of debt matters, including being an adviser for Greece’s public debt management agency regarding Greece’s debt negotiations in 2015.

muna.abdi@legalease.co.uk

Legal Business

Dealwatch: Kirkland and Slaughters lead on £3.1bn Sophos take-private as Fried Frank advises on €11bn Permira final close

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Freshfields Bruckhaus DeringerKirkland & EllisSlaughter and MayWhite & Case

Continuing the recent trend for high-value take-private deals, the £3.1bn buyout of UK cybersecurity company Sophos Group Plc has prompted lead mandates for Slaughter and May and Kirkland & Ellis as a transatlantic team from Fried, Frank, Harris, Shriver & Jacobson advised Permira on the €11bn final close of its seventh buyout fund.

Oil & gas deals have also kept City teams busy with White & Case, Freshfields Bruckhaus Deringer and Mayer Brown all fielding teams on lead mandates.

European private equity giant Permira yesterday (16 October) announced it had reached its hard cap on the fund – Permira VII (P7) – with commitments from new and existing investors. Fundraising started in January for the fund, which will invest in the key sectors of technology, consumer, financial services, healthcare, industrial tech and services.

The Fried Frank team was led by corporate partners Richard Ansbacher (Washington, DC) and Kenneth Rosh (New York), and included London corporate partners Sam Wilson, Gregg Beechey and Mark Mifsud, as well as tax partner David Shapiro and executive compensation & ERISA partner Jeffrey Ross in New York.

Kirkland & Ellis advised Surf Buyer Limited, a newly-formed company owned by funds managed by US private equity player Thoma Bravo, on its buyout of the Oxfordshire-based Sophos Group.

The recommended cash acquisition means that Sophos shareholders will be entitled to receive $7.40 in cash per share.

Following the announcement of the buyout on Monday (14 October), Sophos share prices spiked 37% and shares were trading at 571.4 pence. The company listed on the London Stock Exchange in 2015.

The Kirkland team was led by London M&A partners David Holdsworth, David Higgins and David D’Souza and Chicago M&A partners Gerald Nowak, Corey Fox, Bradley Reed and Amelia Davis, as well as Chicago debt finance partners Francesco Penati and Maureen Dixon and London debt finance partners Kirsteen Nicol and Stephen Lucas.

Holdsworth told Legal Business: ‘We have been very active on UK P2Ps in 2019 having acted on Merlin, Inmarsat and EI Group. We expect this trend to continue into 2020.’

Slaughter and May is advising Sophos with a team led by London corporate partners Steve Cooke and Robert Innes and also including competition partner Will Turtle, employment and share schemes partner Phil Linnard and tax partner Gareth Miles.

Innes told Legal Business: ‘I think the share prices steadily going up since spring this year has recovered people’s confidence in the company. The premium they’ve offered is a de-risking of that recovery for shareholders.’

‘We’re seeing quite a lot of private equity money and a return to public-to-private in the last two years. Private equity companies are seeing value in UK stocks. I think there’s also consolidation within the tech sector as well,’ Innes added.

The deal is expected to close in the first quarter of 2020.

Meanwhile, White & Case advised West African oil operator Seplat Petroleum Development Company on its acquisition of Aberdeen-based and London-listed oil and gas company Eland Oil & Gas Plc for £382m. An agreement was reached with Seplat Petroleum on a recommended cash acquisition for its entire share capital.

The White & Case team was led by partners Allan Taylor, Mukund Dhar and Philip Broke.

Taylor told Legal Business: ‘The Eland assets are adjacent to Seplats’ assets in the Niger delta in Nigeria. Seplat is a company that has greater scale with a focus on being a leading independent Nigerian operator. For a number of businesses, the ability to produce assets that operate in a viable scale and picking up small individual assets in a non-strategic manner isn’t viewed as efficient by stakeholders.’

A Mayer Brown team led by corporate and securities partners Kate Ball-Dodd and Rob Hamill advised Eland.

Elsewhere, Freshfields advised Neptune Energy on its acquisition of Edison E&P’s UK and Norwegian producing, development and exploration assets from Energean Oil & Gas. The deal included a conditional agreement of $250m cash with additional cash contingent consideration of up to $30m.

The Freshfields team was led by partners Samuel Newhouse and Graham Watson. The team also advised Neptune Energy on its acquisition of ENGIE E&P in February 2018.

A White & Case team led by London partners Allan Taylor and Richard Jones along with support from partners Peita Menon (London) and Veronica Pinotti (Milan) advised Energean Oil & Gas.

Taylor told Legal Business: ‘The strategy is to focus on being the leading E&P business in the Mediterranean. They’ve identified what they consider as non-core assets and these included the Nordic assets. They are following up on their strategy for the disposal of their non-core assets.’

The firm also advised Energean earlier this year on its acquisition of Edison E&P for $750m. The acquisition is dependent on Energean completing its proposed acquisition of Edison E&P.

muna.abdi@legalease.co.uk

Legal Business

Kirkland smashes promotion round record for elite firm with 141 new partners and 16 in the City

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Partnership promotions Kirkland & Ellis

The world’s highest-grossing law firm Kirkland & Ellis has unveiled the largest partner promotion round ever seen by a top legal practice, making up 141 partners, including 16 in the City.

The move continues the Chicago-bred giant’s dramatic ascent, adding 19 to last year’s eye-catching 122-strong round and comes at a time when many peers are restricting partnership to push up partner profits.

The 2,500-lawyer firm has an unusual model in that it makes up large ranks of salaried partners before considering promotions to its tightly-held equity. Operating a fast track, associates can make salaried partner six years after qualification – bucking the wider trend of pushing back promotions.

The latest promotion round means that Kirkland has made up 531 partners in the last five years.

In London, three of the new partners are focused on M&A and private equity: Annette Baillie; Helena Drury and Sam Whittaker, while two are in restructuring – Thomas Jemmett and Karim Kassam. Ambarish Dash and Karen Ford have been promoted in the debt finance team and Morgan Hill and Antoine Lebienvenu in capital markets.

Continuing Kirkland’s recent foray into IP litigation in the City with the hire of Nicola Dagg from Allen & Overy in 2018, Steven Baldwin and Jin Ooi have been made up within that team, while the remaining new partners are Deirdre Haugh (financial services regulatory), Annie Herdman and Matthew Sinclair-Thomson (competition), Brad Hillson (tax) and Joanna Thomson (technology & IP transactions).

The firm’s 300-lawyer London arm now generates nearly $400m and its current level of promotions dwarf comparable rates at top London firms. The rest of Kirkland’s new partners have been made up in the firm’s global offices spanning Boston, Chicago, Dallas, Hong Kong, Houston, Los Angeles, Munich, New York, San Francisco and Washington DC.

In the last financial year, Kirkland hiked revenues by more than $500m to remain the world’s highest-earning law firm, as global turnover surged to $3.76bn. The firm saw a 19% hike in revenues against $3.165bn the previous year. Profit per equity partner (PEP) topped $5m for the first time, up 7% from the $4.7m for 2017. Revenue per lawyer was up nearly 3% to $1.63m.

Nathalie.tidman@legalease.co.uk

For more on Kirkland’s blistering rise, read ‘Wrecking ball – Inside Kirkland & Ellis’ creative destruction’ (£)

 

Full list of London partners:

Annette Baillie, M&A/private equity

Steven Baldwin, IP litigation

Ambarish Dash, debt finance

Helena Drury, M&A/private equity

Karen Ford, debt finance

Deirdre Haugh, financial services regulatory

Annie Herdman, competition

Morgan Hill, capital markets

Brad Hillson, tax

Thomas Jemmett, restructuring

Karim Kassam, restructuring

Antoine Lebienvenu, capital markets

Jin Ooi, IP litigation

Matthew Sinclair-Thomson, competition

Joanna Thomson, technology & IP transactions

Sam Whittaker, M&A/private equity

Legal Business

Dealwatch: US firms enjoy marquee run of deals with Kirkland and Goodwin leading the way

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Corporate Goodwin ProcterKirkland & Ellis
  • Kirkland & Ellis advised investment adviser and repeat customer GLP Investment Services on the $18.7bn sale of its US logistics business to The Blackstone Group. The Chicago-bred juggernaut fielded corporate partners Michael Steele in London and Michael Brueck in New York. Simpson Thacher & Bartlett advised longstanding client Blackstone out of New York with real estate partner Davis Coen leading the team.

    •  

  • Eversheds Sutherland advised Legal & General (L&G) on its £4.6bn buy-in to buy-out with the Rolls-Royce UK Pension Fund, with corporate partner Hugo Laing and pensions specialist Mark Latimour leading the team. The deal is billed as the UK’s largest-ever annuity transfer and saw CMS advise L&G with partner Thomas Lockley at the helm, while Linklaters acted for the trustees with global head of pensions Claire Petheram and derivatives partner Mark Brown advising.
Legal Business

Deal View: Despite that late start, Willkie underlines surprisingly forceful City buyout push with hire of GavDav

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Deal View Kirkland & EllisWillkie Farr & Gallagher

Affectionately known in buyout circles as ‘GavDav’, the long-time duo of private equity specialists Gavin Gordon and David Arnold has finally landed at Willkie Farr & Gallagher from Kirkland & Ellis after months of speculation.

While Kirkland may play down its significance, it is nevertheless a rare and high-profile exit for the Chicago-bred juggernaut and a chance for Willkie – a firm whose progress in the City has been muted compared with many US peers given the quality of its US private equity practice – to finally get its brand on the radar in London.

Legal Business

Global Elite line up on Nestlé’s $10bn skincare business sale to EQT

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Corporate Kirkland & EllisLatham & WatkinsLinklaters

Latham & Watkins is acting alongside US counterpart Kirkland & Ellis in advising EQT as the private equity house looks to acquire Nestlé’s skincare business, in what could be one of the largest transactions in Europe this year.

Nestlé, which is being advised by Linklaters corporate partners David Martin and Michael Honan, confirmed talks with EQT in May following a competitive auction process with rival buyout funds and industry players all eager to make the acquisition. The group of investors includes Canada’s Public Sector Pension Investment Board and the Abu Dhabi Investment Authority.

Legal Business

Deal watch: City teams fly on £4.6bn Rolls-Royce pension deal as Kirkland and Goodwin take multi-billion dollar mandates

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Dealwatch CMSEversheds SutherlandGoodwin ProcterKirkland & EllisLinklaters

Big-ticket deals have been fuelling the market in pensions, private equity and fundraising recently with UK top-10 firms and US rivals alike taking the controls on significant mandates.

Legal & General (L&G) handed a joint mandate to CMS and Eversheds Sutherland to advise on its £4.6bn buy-in to buy-out with the Rolls-Royce UK Pension Fund (RRPF), a deal which is billed as the UK’s largest ever bulk annuity and which saw Linklaters act for the trustees.

The pension risk transfer sees the insurer strike its fourth of the five largest deals of this kind in the UK, with the others being British Airways (£4.4bn), ICI (£3bn) and TRW (£2.5bn).

The Eversheds team advising L&G was led by corporate partner Hugo Laing and pensions partner Mark Latimour, alongside CMS partner Thomas Lockley. The Linklaters team was led by global head of pensions Claire Petheram and derivatives partner Mark Brown. The in-house legal team at L&G included Helena Hawthorn, Camilla Curtis and Hannah Kilshaw.

Laing, who also acted for L&G on its £2.4bn buy-out of the Nortel pension scheme and £1.1bn buy-out of the Vickers pension scheme, is optimistic about the market.

‘Volatility in the market can be a good thing for pension deals as it can favourably impact pricing. Insurers buying pension schemes has really boomed in the last few years and the deal values are getting bigger and bigger. The Rolls-Royce deal has shown how big the deals can get and I suspect there will be more of this size to come’, he told Legal Business.

Petheram told Legal Business that the transaction is part of a ‘huge trend’: ‘There is an awful lot of activity in buy-ins where insurers take responsibility for pension liabilities. There has been increased activity in the longevity swap area and that’s only going to ramp up further as corporates look to manage their pension liabilities proactively.’

She added: ‘Insurers represent a gold-standard covenant and there is a willingness on the side of corporates and trustees to lean into these deals. It represents an acceptable position. Trustees have a laser focus on the interests of their members and they can see that deals like this work.’

She expects to see an increase in the number of large-scale transactions over the next 12 months and more innovation in dealing with pension risks.

Kirlkland & Ellis’ City lawyers have also been busy, with the Chicago-bred juggernaut advising investment adviser and repeat customer GLP on the $18.7bn sale of its US logistics business to Blackstone. The firm the same week advised BC Partners-backed United Group on a €220m deal to acquire mobile operator Tele2 Croatia from Tele2 Group.

The GLP deal was co-led by Kirkland corporate partners Michael Steele in London and Michael Brueck in New York, with the team also including real estate partner Kevin Ehrhart in Los Angeles, investment funds partner Kelly Ryan in Chicago and tax partner Mike Beinus in New York.

Simpson Thacher & Bartlett advised long-standing client Blackstone out of New York with a team led by real estate partner Davis Coen.

The sale includes logistics properties owned across 3 separate GLP US funds and totals 179 million square feet of urban logistics assets, claiming to be the largest ever private real estate transaction in the States.

London corporate partner David D’Souza led the Kirkland team advising United Group, supported by David Higgins, debt finance partner Neel Sachdev, capital markets partner Matthew Merkle, technology & intellectual property transactions partner Jenny Wilson and tax partners Tim Lowe and Jan Hobbs. The team was also supported by local law firms Divjak Topic Bahtijarevic, Karanovic Partners and Setterwalls.

Tele2 was advised by Schoenherr through its offices in Austria and Croatia, having acted for Tele2 on a number of other disposals in the region. D’Souza said the acquisition will enable United Group to widen the services that it provides and its coverage across Europe.

Having crept largely unnoticed up Legal Business’ Global London table this year, Goodwin Procter’s City office has been making waves, announcing two major fundraisings in the same week.

The Boston-bred firm advised Glennmont Partners on the €850m closing of its Clean Energy Fund III to invest in clean energy infrastructure projects in Europe. The Goodwin team was led by London partners Michael Halford, Alexandrine Armstrong-Cerfontaine and Laura Charkin.

Although led out of New York by partners David Watson and James Donohue, Goodwin also advised Advent International on its $17.5bn fundraise for its ninth global private equity fund GPE IX Limited Partnership.

The fund surpassed its $16bn target after six months in the market while Advent’s previous global fund, GPE VIII, closed on $13bn 2016.Halford and Charkin also advised on the deal out of London.

Halford told Legal Business the Glennmont transaction was a sign of increased interest in renewable energy investments as indicated by the fund’s diversification of investors into the US and Asia. ‘The market is very active and this is a great time to be raising funds. We are expecting more funds activity over the summer.’

Watson said that Goodwin has acted for Advent since its formation in 1984 and has personally advised the private equity house since 1988. He notes an uptick of interest in the ventures space and a migration from its traditional heartlands of California and Boston over to New York.

nathalie.tidman@legalease.co.uk