Legal Business

A&O, Ropes and Latham advise on £1bn Ibstock flotation

Posted on |
Corporate Allen & OveryLatham & Watkins
legal-business-default

Allen & Overy (A&O) is advising new client Ibstock, alongside US firms Ropes & Gray and Latham & Watkins as it floats on the London Stock Exchange.

The plan for a £1bn stock market listing comes less than a year after one of the UK’s largest and oldest brick makers was privatised by private equity firm Bain for £414m. The listing is expected to raise around £100m, which will be used to refinancing the takeover debt.

A&O is acting for Ibstock with a team jointly led by corporate partners James Roe and London-based US securities partner Adam Wells. A&O said it is ‘currently advising on a string of IPOs, which reflects the growing strength of its ECM franchise’. The firm also advised Worldpay on its prospective IPO and its admission to float, with a team led by corporate partner Duncan Bellamy alongside corporate partner David Broadley, and US securities partner Jeff Hendrickson.

Latham & Watkins is also working on the IPO advising underwriters JP Morgan and UBS with London-based partners Richard Brown, James Inness and David Boles.

In December last year, Ropes’ represented Bain Capital on the acquisition of building materials company CRH’s clay and concrete businesses in the UK and US, led by London private equity partner Bill Mone.

jaishree.kalia@legalease.co.uk

Legal Business

A&O turns the tables on Latham with structured finance partner Oddy’s hire

Posted on |
Strategic recruitment Allen & OveryLatham & Watkins
legal-business-default

Reversing the flow of partners from the Magic Circle to US firms, Allen & Overy has made a rare lateral hire in London and recruited structured finance lawyer Lucy Oddy from Latham & Watkins.

Oddy will join A&O’s real estate finance group at a time when the City’s property market has rallied to create buoyant demand for finance and a resurgence in property capital markets work. Oddy leaves the world’s largest law firm after just 18 months, having joined from Berwin Leighton Paisner (BLP) as the US firm went on a hiring spree in the City

A structured finance specialist, Oddy advises on a broad range of structured finance and securitisation transactions, with a particular focus on the real estate sector, including both Commercial Mortgage-Backed Securities (CMBS) and Residential Mortgage-Backed Securities.

Christian Lambie, a structured finance partner at A&O, said: ‘Structured real estate finance is an area of focus for us, and the CMBS market in particular is showing promising levels of activity with European issuance this year to date at €2.8bn and up on last year’s volumes, according to data from Thomson Reuters. What’s more, rising interest rates will mean that market participants require more structured solutions to achieve their business objectives. Lucy brings expertise to our team which will help us meet client demand in this area.’

Her arrival at Latham last year, along with that of funds partner Nick Benson from Weil, Gotshal & Manges and private equity partner Kem Ihenacho from Clifford Chance (CC), came as part of a push into the European leveraged buyout (LBO) and banking markets. All three were CC alumni, with the Magic Circle firm’s private equity chief, David Walker, having joined in early 2013 charged with replicating the firm’s success in the New York LBO space.

Starting her career at CC in 1999, Oddy spent over a decade at the firm’s London headquarters before moving to BLP to make partner in 2010. Already well known for her work on the UK government’s asset protection scheme for Lloyds Bank in the aftermath of the financial crisis, during her four-year stint at the mid-tier firm Oddy advised on a broad range of structured finance and capital market deals.

She exited BLP for Latham in April last year, following a spate of departures from the mid-tier firm’s banking group, with real estate finance duo Andrew Flemming and Jo Solomon departing the very same week.

Arthur Dyson, a real estate finance partner at A&O, added: ‘This is an important time for the market, given the huge increase in secured real estate lending in recent years and it presents real opportunities. Lucy brings invaluable skills to our group that will significantly enhance our offering to both financial institution and sponsor clients who are involved in structured property financing.’

Oddy is the second major partner in Latham’s London office to depart this year, with its former European vice chair of tax Daniel Friel leaving to join King & Spalding in March.

Revenue at Latham’s City office surged by 20% to £163m in 2014, with the firm now turning its growth agenda towards Germany, having taken CC’s German banking chief Alexandra Hagelüken, co-head of private equity Oliver Felsenstein and partner Burc Hesse since the start of the year.

tom.moore@legalease.co.uk

For more on how law firms are positioning ahead of an expected uptick in securitisation work see: The Finance View: Bigger, simpler, cheaper? How to position the modern securitisation counsel

Legal Business

Senior CC German exits mount as Latham recruits head of banking Hagelüken

Posted on |
Strategic recruitment Clifford ChanceLatham & Watkins
legal-business-default

Latham & Watkins has returned to Clifford Chance (CC) for another star hire, with German banking chief Alexandra Hagelüken becoming the latest senior partner to switch allegiances.

Hagelüken follows CC’s German head of corporate and global co-head of private equity Oliver Felsenstein and private equity partner Burc Hesse in departing to join Latham’s growing German practice. The US firm’s growth in Europe’s largest economy follows a rapid expansion of its City office partially built on the back of a raft of CC hires, including private equity chief David Walker, Africa co-head Kem Ihenacho and private equity partner Tom Evans.

Hagelüken leaves CC after 16 years spent developing the Magic Circle firm’s finance group in Frankfurt. Having made partner in 2006, Hagelüken was elected as the firm’s German head of banking and capital markets at the start of 2013 on a four-year term.

Both German and English law qualified, Hagelüken handles cross-border financings for banks, debt funds and private equity sponsors. She counts investment banks Goldman Sachs and venture capital company 3i among her clients.

Dirk Oberbracht, who heads Latham’s Frankfurt office, said: ‘Alexandra will be a terrific addition to our German practice. Her impressive credentials and experience in domestic and international finance complements our German and European leverage finance practice.’

Hagelüken becomes Latham’s 18th partner in Frankfurt, where the firm has sought to strengthen its leveraged buy-out capability. Her exit follows CC’s heavy restructuring of its German group in a move designed to shrink its headcount in the country.

‘Alexandra is one of the most respected banking lawyers in Germany who has a reputation for being exceptionally hard-working with a fantastic client-service focus as well as being a superb team player,’ added Dominic Newcomb, vice chair of Latham’s global finance group. ‘She has a great mix of experience on both the borrower and lender side that will open up new opportunities on our platform. She will be an excellent addition to our existing top tier team.’

tom.moore@legalease.co.uk

For more on the state of play at Clifford Chance see: Global 100: Clifford Chance – The shoulders of giants

Legal Business

Dealwatch: A&O wins place alongside Latham, Ropes and Sidley on Carlyle’s $8bn tech buyout

Posted on |
Corporate Allen & OveryBaker McKenzieLatham & Watkins
legal-business-default

A raft of firms, including Allen & Overy (A&O), have landed roles on Carlyle Group’s $8bn purchase of software-storage company Veritas in what is the largest US technology leveraged buyout this year.

An investor group led by Carlyle, including Singapore’s GIC and others, will buy Veritas from owner Symantec. The $8bn cash deal is expected to net Symantec around $6.3bn and has been unanimously approved by its board of directors.

Carlyle used four law firms on the deal with A&O representing the private equity firm on matters outside of the US including closing the transaction in around 40 jurisdictions. The Magic Circle firm’s team was led by corporate partners Gillian Holgate and Karan Dinamani, who joined the firm last year from Ashurst following the defection of the City stalwart’s former global head of corporate, commercial and competition Stephen Lloyd. Other partners included Chris Harrison in tax, Mark Mansell in employment, Neil Bowden in pensions, Adam Cleal in real estate, Jim Ford for transitional services and commercial operations, and Bernardine Lam for Hong Kong/China-related advice.

A&O had previously worked for Carlyle on its $5bn disposal of its stake in China Pacific Insurance Group in 2013.

Partners Mark Plotkin and David Fagan at Covington & Burling advised on the buyout’s regulatory issues for Carlyle while a team at Latham & Watkins‘ Washington DC office also worked on deal that is expected to close by the end of the year. Latham’s team included corporate partners Patrick Shannon and Jason Licht, finance partners Jeffrey Chenard and Scott Forchheimer while antitrust was handled by partner Marc Williamson and tax by Cheryl Coe. Alston & Bird represented Carlyle on other aspects.

Co-investor GIC turned to a team from Ropes & Gray including private equity partner Anthony Norris and finance partner Stefanie Birkmann out of New York for M&A advice. Sidley Austin represented the sovereign wealth fund on US regulatory matters with Washington DC-based team inlcuding partners James Mendhenhall and Howard Stanislawski.

Baker & McKenzie and Fenwick & West acted for the seller, Symantec, while JP Morgan acted as financial adviser. On the other side, BofA Merrill Lynch, Morgan Stanley and UBS Investment Bank were financial advisors to Carlyle and GIC.

jaishree.kalia@legalease.co.uk

Legal Business

Teva’s $40bn generic-drug buy sees Latham & Watkins and Sullivan & Cromwell lead

Posted on |
Dealwatch Latham & WatkinsSullivan & Cromwell
legal-business-default

Cross-border teams from Sullivan & Cromwell and Latham & Watkins have landed the lead roles on the $40bn takeover of Allergan’s generic-making business by Teva that has seen the Israeli pharmaceutical powerhouse also abandon its bid for Mylan.

Dublin-headquartered biologic-drug business Allergan is selling its generic business for $40.5bn, including its legacy Actavis generic business, which Latham advised on the acquisition of in March this year; Medis, a third-party supplier; the company’s global generic R&D unit and its generic manufacturing operations. The Irish drug maker is keeping its biosimilars development program, its Anda distribution business, and its medical aesthetic business which includes brands such as Botox.

Latham used a large cross-border team representing Allergan with advice on corporate/M&A matters fielded by New York/Orange County partner Charles Ruck and Orange County partner Scott Shean. Finance advice was provided by New York-based partner Wesley Holmes, with London-based Sean Finn and US partners Laurence Stein and Nicholas DeNovio providing counsel on tax matters.

The rest of the team included partners Jim Barrall and Catherine Drinnan in London working on benefits and compensation; and US partners Kenneth Schuler on IP; Stuart Kurlander and Carolyne Hathaway on regulatory; and Christopher Norton on environmental matters. 

Weil, Gotshal & Manges’s Washington DC office advised Allergan on antitrust matters in the US with a team led by partners Steven Newborn, Ann Malester and Jeff White. Competition outside of the States was handled by Cleary Gottlieb Steen & Hamilton with a team led by Romano Subiotto QC, based in Brussels and the City, while New York finance partners Meme Peponis and Jeff Karpf handled parts of the deal’s finance.

Sullivan & Cromwell advised Teva on the purchase with corporate partners Joseph Frumkin and Krishna Veeraraghavan in New York, Eric Krautheimer in Los Angeles and Palo Alto-based Sarah Payne. In London tax partner Michael McGowan and antitrust specialist Juan Rodriguez provided support with the rest of the US firm’s team including IP partner Nader Mousavi in Palo Alto and New York partners David Wang, Steven Holley and Matthew Friestedt, covering tax, antitrust, and executive compensation and benefits respectively.

In June, the firm stepped in to represent the company on its $40bn unsolicited bid for Mylan, following a judge’s ruling that Kirkland & Ellis could not move forward in representing Teva because of a conflict. That deal, which has now been abandoned due to the Allergan purchase, also saw Benelux firm De Brauw Blackstone Westbroek and Israeli outfit Tulchinsky Stern Marciano Cohen Levitski & Co advising Teva.

The deal is on a cash free and debt free basis and, on closing, will see Allergan receive $33.75bn in cash, which will be financed through a combination of new equity, debt financing and cash on hand. Allergan will also receive Teva shares valued at $6.75bn, representing under 10% ownership stake in Teva and retain 50% of Teva’s future economics from generic drug lenalidomide (Revlimid).

Approved by both the Teva and Allergan boards, the transaction is expected to close in the first quarter of 2016. Following completion, Teva is expected to have sales of around $26bn with an EBITDA of $9.5bn in 2016, including an estimated $11bn in sales outside of the US.

Jaishree.kalia@legalease.co.uk

Legal Business

Latham & Watkins looks at South Korea launch amid Asia strategy review

Posted on |
Asia Latham & Watkins
legal-business-default

Having tackled New York and London, Latham & Watkins has tasked a group of partners to review its Asia strategy ahead of a push in the region.

The eight-person Initiatives Committee, chaired by New York corporate partner Edward Sonnenschein, is examining the firm’s offering in Asia and the potential to open an office in Seoul, South Korea.

Following liberalisation of the South Korea legal market, Seoul has seen an influx of law firms in recent years with Milbank, Tweed, Hadley & McCloy launching in the city earlier this year following the likes of Linklaters, Clifford Chance, DLA Piper and Herbert Smith Freehills in establishing a base in one of Asia’s fastest growing economies.

The firm currently has 30 partners spread across five Asia offices in Beijing, Shanghai, Hong Kong, Singapore and Tokyo. Having built up a strong practice in Singapore advising Indonesian clients, the firm is also reviewing whether it needs a local presence to maintain its relevance in the market.

Since opening its Singapore office in 1998, the firm has advised on more than 190 deals involving Indonesian clients, if it does create a presence in the country it would see Latham become one of just a handful of global law firms to open in Indonesia, with Ashurst, Baker & McKenzie and White & Case among the few to have associations with local firms. Latham’s growing Indonesian client base resulted in the creation of an Indonesian liaison team with Bahasa Indonesia-speaking lawyers in Singapore almost a decade ago.

With international law firms having largely failed to conquer a protectionist Chinese legal market, the committee has also been tasked with reviewing the firm’s position in the world’s second largest economy. The firm has just one Beijing partner in the form of capital markets specialist Allen Wang and two partners in Shanghai, corporate lawyers Rowland Cheng and Karen Yan. Developing a new strategy for China is at the heart of the committee’s review, and the team will analyse whether to focus investment in Beijing or Shanghai and how much resource the firm needs in Hong Kong to service Chinese corporates.

Tokyo, where the firm has four partners including the influential Joseph Bevash, is also being reviewed as a growth market amid a boom in the volume of transactions the firm is handling in the Japanese capital.

Bill Voge, chair of Latham & Watkins, told Legal Business that the firm is ‘taking a deep hard look at Asia’ and that the committee has ‘got some of our top, deepest thinkers in the firm’.

tom.moore@legalease.co.uk

For more on Latham’s global strategy see: The firm most likely – can anything halt Latham’s global rise?

Legal Business

Dealwatch: US firms line up on the $55bn takeover of Time Warner Cable

Posted on |
Corporate Kirkland & EllisLatham & WatkinsWachtell, Lipton, Rosen & Katz
legal-business-default

In one of the largest M&A deals so far this year, US law firms continued to show their dominance of their home market with six securing roles on the $55bn takeover of Time Warner Cable by Charter Communications.

Charter Communications confirmed yesterday it would acquire Time Warner Cable in a deal valuing the company, whose channel stable includes HBO, CNN, Cartoon Network and DC Comics, at $79bn.

New York-based Steven Cohen, a corporate partner at Wachtell, Lipton, Rosen & Katz since 2000, spearheaded the deal for Charter Communications, the fourth-largest cable operator in the US and which is paying $55bn in stock and cash for the company. Kirkland & Ellis is representing Charter as financing counsel.

Time Warner Cable enlisted Paul, Weiss, Rifkind, Wharton & Garrison, Latham & Watkins and Skadden, Arps, Slate, Meagher & Flom to handle its sale.

New York corporate partners Robert Schumer, Ariel Deckelbaum and Ross Fieldston led the legal team at Paul Weiss while Washington DC-based Latham partners Matthew Brill and James Barker advised Time Warner Cable on strategic and regulatory advice, with Michael Egge handling antitrust matters.

The acquisition was backed by cable mogul John Malone’s Liberty Broadband, Charter’s largest shareholder, which agreed to purchase $4.3bn of Charter shares. Liberty is expected to control 25% of the aggregate voting power of New Charter and is expected to be its largest stockholder. Liberty instructed New York-based Baker Botts corporate partner Buzz McGrath to lead the deal, with support from corporate partner Renee Wilm and tax partner Tamar Stanley.

As part of the new company, Charter also purchased video service provider Bright House Networks for $10.4bn. Sullivan & Cromwell represented Bright House Networks and its owner, Advance/Newhouse Partnership, in connection with the sale. The team at Sullivan was led by New York-based corporate partner Brian Hamilton, with support from tax partner Ronald Creamer and antitrust partner Yvonne Quinn.

tom.moore@legalease.co.uk

Legal Business

Dealwatch: Skadden, Sullivan & Cromwell and Latham act on Nokia’s €15.6bn Alcatel-Lucent takeover

Posted on |
Corporate Latham & WatkinsSkadden, Arps, Slate, Meagher & FlomSullivan & Cromwell
legal-business-default

US firms Skadden, Arps, Slate, Meagher & Flom and Sullivan & Cromwell have advised on Nokia’s plans to take over Alcatel-Lucent in a transaction that values the French rival at €15.6bn.

Announced today (15 April), Skadden is advising Nokia on the tie-up with a team led by London-based global transactions co-head Scott Simpson; Paris-based Armand Grumberg, who heads the firm’s European M&A practice; and London corporate partner Michal Berkner. The cross-border team further includes partners Ryan Junck, Jose Esteves, Fred Depoortere, Steve Sunshine, Matthew Hendrickson, Ivan Schlager and Peter Huang.

Meanwhile, Sullivan & Cromwell partners Rich Morrissey and Gauthier Blanluet are jointly leading for Alcatel. Based in London and Paris respectively, the pair advised alongside London partners Juan Rodriquez and Joram Lietaerte Peerbolt, Palo Alto partner Nader Mousavi and Steve Holley in New York. Alcatel’s board was advised by Latham & Watkins’ Paris partners Patrick Laporte and Pierre-Louis Clero.

The deal, which has already received the French government’s approval, sees Nokia make an offer of 0.55 new Nokia shares for every Alcatel-Lucent share issued in France and the US.

Alcatel-Lucent chief executive Michel Combes said in a statement: ‘A combination of Nokia and Alcatel-Lucent will offer a unique opportunity to create a European champion and global leader in ultra-broadband, IP networking and cloud applications. This transaction comes at the right time to strengthen the European technology industry. The global scale and footprint of the new company will reinforce its presence in the United States and China.’

The proposed transaction, which is expected to close in the first half of 2016, is subject to approval by Nokia’s shareholders, plus other regulatory approvals and conditions.

sarah.downey@legalease.co.uk

Legal Business

Global London: Latham & Watkins sees London revenues jump 20%

Posted on |
Financial results 2014/15 Latham & Watkins
legal-business-default

Latham & Watkins has joined a pool of strong US firm performances in the City in 2014 and recorded a 20% jump in London office revenues to £163m ($267m) from £135m ($211m) in 2013.

Having proved itself a pace setter with a heavy focus on private equity and funds, Latham’s growth in the City has also seen headcount increase 95% to 296 fee earners and 67 partners over the last five years. Last year saw seven partners join Latham in London, with six arriving from rival firms, including Clifford Chance M&A duo Kem Ihenacho and Tom Evans, and investment funds specialist Nick Benson from Weil, Gotshal & Manges.

The leap makes Latham the highest revenue generator in London for a foreign firm, while following in second is White & Case which enjoyed a robust increase in London revenue to £155m from £140m.

The firm’s UK agenda this year includes the opening of a business services office in Manchester during the first half to meet growing demand in London and Europe.

Latham’s global results announced in March also surged 14% to $2.61bn from $2.29bn in 2013, making it the largest law firm by revenue in the world. Managing partner Bill Voge attributed the growth to global M&A recovery and its clients increasingly using multiple offices.

The firm further posted its highest ever profits per equity partner (PEP), which rose 17% to $2.9m, placing the firm closer to peer Gibson, Dunn & Crutcher, while also bridging the gap with some of New York’s traditional elite, such as Davis Polk & Wardwell and Simpson Thacher & Bartlett.

Other firms in line with robust City growth includes Ropes & Gray which, after increasing its headcount by 17%, saw London revenues rise by 30% in 2014, bringing the figure to around $64m. Weil and Covington & Burling revealed healthy growth rates for their London offices with a 10% rise to $125m from Weil while Covington was up 7% to $64m.

sarah.downey@legalease.co.uk

tom.moore@legalease.co.uk

For more on US firms in London, see Game Over – Global London firms make winning moves as US players secure their breakthrough

Legal Business

Latham halves its offices in the Middle East

Posted on |
Middle East and Africa DWFLatham & Watkins
legal-business-default

DWF picks Dubai for first international office and puts three-year growth plan in place

With just 35 lawyers spread across four offices, Latham & Watkins admitted last month it had made a mistake in how it launched in the Middle East in 2008, and told staff in Abu Dhabi and Doha that their offices will close by the end of the year with the firm using Dubai and Riyadh to service the region.