Legal Business

‘Significant in the post-Brexit market’: Shearman and Latham lead on Thomas Cook €750m high yield offering

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Shearman & Sterling and Latham & Watkins have advised Thomas Cook and the underwriting banks in the global travel specialists’ €750m high yield bond offering, guaranteed by various Thomas Cook subsidiaries. The offering comprised of 6.25% senior notes due 2022, and the proceeds will be used to refinance existing debt.

Shearman advised the lead underwriter Merrill Lynch International and co-managers DNB Markets and Lloyds Bank, alongside Société Générale, Barclays, BNP Paribas, Citigroup, Credit Industriel et Commercial, Credit Suisse, KBC, Morgan Stanley, RBS and UniCredit. The banks were also advised in Europe by Allen & Overy, Cederquist and Wolf Theiss Rechtsanwälte.

Shearman’s team was led by European capital markets head Apostolos Gkoutzinis (pictured) and included finance partners Korey Fevzi and Ronan Wicks, tax partners Kristen Garry in Washington DC and Simon Letherman in London and capital markets partner Marwa Elborai.

Latham advised Thomas Cook and its various subsidiaries in the UK, New York, France and Germany, with a team led by corporate finance partners Tracy Edmonson and Christopher Hall. Thomas Cook was also advised in Europe by Simmons & Simmons, CHSH Cerha Hempel Spiegelfeld Hlawati Rechtsanwälte, Noerr Menzer and Törngren Magnell. Simmons’ team was led by regulatory partner France Wilmet in Belgium and capital markets partner Marieke Driessen in Netherlands.

Gkoutzinis said: ‘We were delighted to represent the underwriting banks, led by our longstanding clients BofA Merrill Lynch, DNB Markets and Lloyds Bank, on this very significant transaction for Thomas Cook, the corporate debt market in the UK, and the broader European market especially post Brexit.’

georgiana.tudor@legalease.co.uk

For more on Shearman see: ‘Can Shearman finally get ahead of the curve after 15 years of diminishing returns?’

Legal Business

Q&A: Latham’s Lacovara on litigation, Trump and leaving Freshfields

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Legal Business catches up with Latham & Watkins litigation partner and former Freshfields Bruckhaus Deringer executive partner Michael Lacovara about his move to the firm, US elections and his time within the Magic Circle.

Why Latham?

It was a difficult decision to leave Freshfields for a number of reasons but Latham was a pretty natural choice for me. I had clerked at Latham as a summer associate in 1988 and there were still some folks around from way back when. I knew a lot of their antitrust lawyers and I had a good sense of their practice, particularly the litigation practice they’re trying to grow in New York, and that was very much where I wanted to take the last arc of my career.

How much litigation is coming out of the US at the moment?

Enough to keep me and everyone else at Latham very busy. We’ve occasionally said to non-US clients that at times America’s number one export is litigation. At least for the moment we don’t see any signs that that’s abating because there’s a lot of particularly big companies and big financial entities that they think are worth fighting about. We remain in a very active regulatory environment on both the financial and the corporate side, which leads to a lot of investigation and litigation work.

What’s the mood like now that Trump’s been voted in as President?

I happened to be in San Francisco on the night of the election, which is one of the most liberal cities in the United States. The mood at the time was shock and awe but what’s interesting is that one of the traditions that Americans can be proud of is we really do believe, no matter how surprising the American President is in some quarters, a peaceful transition of power and the existence of a spirited but loyal opposition is key to our system.

What impact will this have on the legal market?

It’s interesting because Trump hasn’t been as deep or elaborate on his policy pronouncements. He has on the antitrust side expressed something of a traditional populist sentiment in the United States that he’s opposed to big business and big mergers, which may mean that, unusually for a Republican administration, there’ll be pretty vigorous antitrust enforcement on both the conduct side and the merger side.

You had an executive position at Freshfields, why the decision to leave?

My mother who’s a psychologist would say, ‘You always want to do something if you’re running to, not running from’. It was very, very difficult to leave Freshfields where I had many good friends, where I felt I was doing some good things on the management side, but as a personal matter living two weeks in London and two weeks in New York was very difficult. The attraction to being able to build a practice on a US platform and a global platform that Latham has was too compelling to turn down.

What was your biggest achievement at Freshfields?

That’s probably a question put to my former partners, but I hope while I was in management I brought some additional level of rigour and focus on the business side of the firm to make sure efforts were really expended on serving clients and serving each other in being a somewhat more efficiently run exercise.

How is the culture different at US and UK firms?

I’m not sure I would say Latham’s a US firm so much as a firm which has its largest offices in New York. I’m a New Yorker by birth and in New York and at most New York law firms, folks are very direct with each other. You say what you mean, good, bad or indifferent and you move on as colleagues and friends. That’s how I grew up as family and in practice.

madeleine.farman@legalease.co.uk

Read more in the feature: ‘The firm most likely – can anything halt Latham’s global rise?’

Legal Business

Latham acts on long-time client Siemens $4.5bn software buy

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Latham & Watkins and O’Melveny & Myers have won roles on German engineering group Siemens’ $4.5bn acquisition of US based software provider Mentor Graphics.

Siemens is to acquire Mentor for $37.25 per share in cash, with a total value of $4.5bn. This represents 21% more than Mentor’s closing price on 11 November, the last trading day prior to the announcement. Oregon-based Mentor has over 5,700 employees in 32 countries and last year generated $1.2bn revenue.

Latham & Watkins advised Siemens with a 15-partner strong team, led by New York corporate partners Adel Aslani-Far and Eli Hunt, alongside New York partner Jim Gorton and Munich partner Rainer Traugott. London employment and pensions partner Catherine Drinnan also acted on the deal.

O’Melveny was instructed by Mentor Graphics, led by global head of M&A and private equity (PE) Paul Scrivano in New York. The transaction pends customary approvals and is expected to close in Q2 of 2017.

Latham has had a long-standing relationship with Siemens. The German firm enlisted Latham in its $7.6bn acquisition of Dresser-Rand back in September 2014, as well as in November 2013 when Siemens sold parts of its water business to AEA Investors. However in August 2014 when Siemens sold its hospital IT business to US provider Cerner for $1.3bn, Clifford Chance advised Siemens whilst Latham was instructed by Cerner.

In the UK, Siemens instructs Eversheds, Osborne Clarke and Addleshaw Goddard. The three firms were appointed to Siemen’s UK legal panel after a review in March. Reed Smith missed out on the panel, which took effect from March 2016 last year.

georgiana.tudor@legalease.co.uk

Legal Business

US partner promotions: Latham makes up two in the City as female promotions dwindle

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Ever expanding US heavyweight Latham & Watkins has added two to its City office in a global round of 27 but its push for gender diversity has dropped significantly.

Last year women made up 48% of those promoted. This year the firm promoted just four females in its total promotions. Following his election in 2014, global chair Bill Voge promised to make diversity a priority.

Across the board promotions are up by 8% on last year’s round of 25 but London will see two fewer than last year when four were promoted.

London corporate lawyers Ekin Akar and Deborah Kirk join the partnership on 1 January. Akar’s practice focuses on representing investment banks, private equity firms and corporate issuers in cross-border public and private debt and equity offerings. Kirk will bring her experience focusing on intellectual property and technology-related advice in connection with M&A and private equity transactions.

Across Latham’s global network, 21 have been made up in the firm’s US offices while Frankfurt received two promotions and both Hamburg and Dubai received one.

The firm has been on a persistent recruitment drive within the City across the past 12 months, hiring one of London’s most high-profile banking lawyers Stephen Kensell and M&A partner Edward Barnett both from Allen & Overy. This year Latham also hired Slaughter and May’s former head of structured finance Sanjev Warna-kula-suriya as well as Ashurst’s global co-head of financial regulation Rob Moulton and restructuring partner Simon Baskerville.

Other US firms which have recently released their partner promotions include White & Case which bolstered its partnership by 40 this year, an increase of 23% on last year’s numbers with eight made up in the City. Kirkland & Ellis also announced it had made six up to partner in London in an 81 global partner promotion round. The firm has made up two fewer in the City than last year, when it made up eight in London of a total of 90 promotions. Boston-based Ropes & Gray has promoted two in London as partner of its modest promotion round of 11.

The full list of promotions is as follows:

madeleine.farman@legalease.co.uk

London – Ekin Akar, corporate

London – Deborah Kirk, corporate

Boston – Stephen Ranere, corporate

Chicago – Christopher Drewry, corporate

Chicago – Jason Morelli, corporate

Chicago – Jonathan Solomon, corporate

Chicago – Eric Swibel, litigation

Dubai – Brian Meenagh, corporate

Frankfurt – Alexander, corporate

Frankfurt – Axel Schiemann, finance

Hamburg – Nils Röver, corporate

Los Angeles – John Heintz, environment, land and resources

Los Angeles – Jordan Miller, corporate

Los Angeles – Winston Stromberg, environment, land and resources

New York – Paul Bonewitz, finance

New York – Alexandra Kelly, corporate

New York – Matthew Dewitz, tax

New York – David Hammerman, finance

Orange County – Andrew Gray, litigation

Orange County – Daniel Rees, corporate

San Diego – Omar Nazif, finance

San Francisco – Christopher Campbell, litigation

San Francisco – Andy Gass, litigation

Silicon Valley – Giri Pathmanaban, litigation

Washington DC – Adam Greenfield, litigation

Washington DC – Matthew Murchison, corporate

Washington DC – Stacey VanBelleghem, environment, land and resources

Legal Business

Global London advances: US firms take key partners from A&O and CC

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US firms continue their investment in the City, as two Magic Circle firms have today (28 October) lost partners to Dechert and Latham & Watkins.

Latham & Watkins has continued its significant push in the City taking M&A partner Edward Barnett from Allen & Overy (A&O), while Dechert has hired Clifford Chance litigator Stephen Surgeoner.

Barnett will bring his experience across a broad variety of cross-border M&A and corporate finance transactions, including public takeovers, takeover defence, joint ventures, divestments, refinancings and initial public offerings.

He recently led the team advising 888 Holdings on its offer for bwin.party digital entertainment, and acted for Coca-Cola Iberian Partners on its merger to create the world’s largest independent Coca-Cola bottler based on net revenues.

London-based partner and member of the firm’s executive committee Richard Trobman said the firm was ‘committed to establishing the world’s premier corporate practice with market-leading capability in the US, London and other major M&A centres.’

He added: ‘Ed’s arrival is further testament to these ambitions. He is a highly talented partner with a formidable reputation for big ticket M&A and his track record advising on high-profile cross-border transactions speaks volumes for his vast experience. His arrival in London represents an important milestone for our corporate practice.’

This is not the first time Latham has tapped A&O for hires this year. The US firm took one of London’s most high-profile banking lawyers, A&O’s Stephen Kensell. Latham also took A&O capital markets partner Oliver Seiler in Frankfurt.

Meanwhile, Clifford Chance (CC) has also seen an exit to a US firm with litigation partner Stephen Surgeoner heading to Dechert’s London office. Surgeoner, who specialises in insurance disputes and professional indemnity, had spent around 25 years at the Magic Circle firm, having made partner in 2002. He is ranked as a leading individual in insurance and reinsurance in The Legal 500.

Dechert has been bulking up its London practice in recent months. The firm hired DLA Piper financial services global co-hair Philip Butler and London debt finance head David Miles to its City office in August this year.

madeleine.farman@legalease.co.uk

 

Legal Business

US spree: Morgan Lewis hires five-partner team for Shanghai launch as Latham taps A&O for German hire

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US-bred law firms have kicked off the key post-summer season with a rash of hires, with Morgan Lewis & Bockius hiring a team from Dentons to launch in a key Chinese market as Latham & Watkins recruits yet another Magic Circle partner in Europe.

Dentons’ former Asia managing partner Mitch Dudek, along with partners Todd Liao, Alex Wang, Eddie Hsu and Cindy Pan, are leading team to Morgan Lewis to launch in Shanghai. The partners join with a team of 23 lawyers with experience in corporate, real estate and finance work.

Dudek was the founding partner of Dentons’ mainland China practice and its Shanghai office, launching the office in 2011. He also helped secure Dentons’ combination with Chinese law firm Dacheng in 2015.

The Shanghai launch furthers the top 20 US law firm’s Asian expansion, having opened in Singapore in 2015 and taking a team of lawyers from Bingham McCutchen in 2014 to open in Tokyo. The 1,900-lawyer Morgan Lewis now has 29 offices worldwide, including an outpost in Beijing.

Latham, meanwhile, continues its recent run of aggressive European expansion with the hire of Allen & Overy (A&O) capital markets partner Oliver Seiler in Frankfurt, its second partner from the Magic Circle firm in three months. Seiler currently heads A&O’s German international capital markets group and co-heads the City firm’s EMEA equity capital markets practice.

Latham has been on a hiring spree in the UK and Germany, with Seiler’s arrival following fellow A&O finance veteran Stephen Kensell into Latham’s City arm in July. Kensell was formerly head of A&O’s cornerstone banking practice, and ran for the senior partner post at the Magic Circle firm earlier this year. Latham – currently the world’s highest billing law firm – has substantially hiked revenues in recent years in its London arm, up 12% in 2015 to $263m, against firm-wide revenues of $2.65bn.

Seiler’s arrival also follows a string of senior Latham recruits into Germany from Magic Circle firms, with Clifford Chance’s co-head of private equity Oliver Felsenstein joining 18 months ago alongside buyout partner Burc Hesse, CC’s German banking chief Alexandra Hagelüken following in October and Linklaters’ German head of private equity Rainer Traugott arriving in March.

Rüdiger Malaun, a partner in Latham’s Munich office and global co-chair of the capital markets practice, said: ‘There are strong synergies between our equity capital markets, private equity and high yield practices and Oliver’s arrival is an important step in our plans to build the market-leading transactional practice in Germany and Europe.’

matthew.field@legalease.co.uk, tom.moore@legalease.co.uk

Legal Business

Latham strikes again: US firm takes Slaughters finance partner Warna-kula-suriya

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In what is arguably the most high-profile partner exit from Slaughter and May in recent history, Latham & Watkins has hired the Magic Circle firm’s former head of structured finance Sanjev Warna-kula-suriya in the City.

Warna-kula-suriya, who is listed as one of the 35 leading individuals for derivatives and structured products work in the City, joins Latham after nearly three decades at the Magic Circle firm.

His appointment comes just four days after Latham sealed the arrival of Allen & Overy’s Stephen Kensell, one of London’s most high-profile banking banking lawyers and a recent contender to become the Magic Circle firm’s next senior partner before being pipped to the post by Wim Dejonghe in March.

Having made partner in 1997, Warna-kula-suriya has built up a strong practice advising on capital markets, derivatives, restructuring, securitisation and structured finance work. He counts the likes of Deutsche Bank, Nordic bank Nordea and US private equity giants Apollo Management and Fortress Investment Group as clients.

While securitised financial products, such as RMBS, CMBS, CLOs and Synthetic CDOs, fell out of fashion following the financial crisis in 2008 – they have returned to the financial playbook in recent years following a heavy rebrand. Indeed, with banks keen to offload chunks of their residential mortgage-backed security portfolios, Warna-kula-suriya led a team from Slaughter and May that advised Deutsche Bank on the £396m sale of residential mortgage loans in March to Rochester Mortgages, a subsidiary of OneSavings Bank.

‘Sanjev’s technical prowess and deep market knowledge places him among a select group of practitioners at the vanguard of the European structured finance market,’ said Witold Balaban, global co-chair of Latham & Watkins’ financial institutions group. ‘He has an exceptional reputation in the City and he will play a key role in the continued expansion of our capabilities in offering financial institution clients an integrated top tier global platform for their cross-border transactional needs.’

Partner exits are something of a rarity at Slaughter and May, the UK’s most profitable law firm, but have become more frequent of late with the firm’s former head of derivatives Mark Dwyer departing for DLA Piper at the end of last year and long-serving tax partner Graham Iversen leaving in September 2014 to join Greenberg Traurig Maher as head of its London tax practice.

The move shows that even Slaughter and May is not immune from the advances of Latham & Watkins, which has driven its international expansion through its strong finance and private equity capability, after a string of raids on the Magic Circle.

Kensell and Warna-kula-suriya are the latest in a long line of high-profile hires for a rampant Latham, with the firm landing rising arbitration star Sophie Lamb from Debevoise & Plimpton, restructuring partner Simon Baskerville and financial regulatory partner Rob Moulton from Ashurst and real estate finance specialists Jeremy Trinder and Quentin Gwyer this year.

tom.moore@legalease.co.uk

Legal Business

Upping the ante: Latham appoints former A&O leadership contender Kensell

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Latham & Watkins‘ unrelenting assault on the City market has seen the US firm land one of London’s most high-profile banking lawyers, Allen & Overy’s Stephen Kensell.

Kensell, who earlier this year ran for the senior partner post at A&O but missed out to the firm’s then managing partner Wim Dejonghe in March, leaves after 22 years at the Magic Circle firm. The management reshuffle took effect on 1 May, with Dejonghe replacing highly respected David Morley as senior partner and corporate co-head Andrew Ballheimer made managing partner.

One of the most senior banking lawyers in the City, Kensell co-headed A&O’s banking group between 2008 and 2016. He and Andrew Trahair stepped down as co-heads of A&O’s engine-room practice earlier this year having served two terms.

Kensell has emerged as one of the City’s foremost banking practitioners over the last two decades, acting on the creditor-side of event-driven financings, with particular expertise in leveraged, investment grade M&A and IPO related finance.

Latham London managing partner Jay Sadanandan said: ‘We have firmly established ourselves among the elite firms for high-end leveraged and acquisition financing work in London, thanks to our unique ability to switch between all forms of loan, bond and hybrid capital structures across multiple jurisdictions. Stephen’s wide-ranging experience at the very top of the profession will further enhance our platform in the City and globally.’

The move is the latest in a long line of high-profile hires for Latham, with the firm landing rising arbitration star Sophie Lamb from Debevoise & Plimpton, restructuring partner Simon Baskerville and financial regulatory partner Rob Moulton from Ashurst and real estate finance specialists Jeremy Trinder and Quentin Gwyer this year.

tom.moore@legalease.co.uk

Legal Business

Latham’s London hiring spree continues with SFO Queen’s Counsel

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Latham & Watkins‘ hiring spree in the City has ramped up a gear this week, with the arrival of Stuart Alford QC from the UK Serious Fraud Office, the firm’s second partner hire in two days.

Alford QC, one of the UK’s most senior investigators, joins Latham as the firm makes a renewed push in litigation. His arrival comes just 24 hours after the firm landed Ashurst restructuring partner Simon Baskerville.

The prosecutor leaves his post as joint head of fraud at the SFO, where he oversaw a team of 70 case investigators and lawyers investigating the manipulation of Libor, to join Latham. He also worked on the fraudfighter’s high-profile Barclays-Qatar investigation over the British bank’s rescue fundraising during the financial crisis and was a member of the SFO’s management board.

During his four-year stint at the SFO, after joining from barristers’ chambers 36 Bedford Row, Alford QC became one of just a handful of Queen’s Counsel at the fraud watchdog. He took silk in 2014.

Latham global litigation chair Jamie Wine said: ‘In recent times, the largest regulatory and enforcement matters facing our financial institution clients have been complex, cross-border investigations in the US and the UK. Adding a practitioner of Stuart’s caliber in London represents a major milestone for the firm as we continue build out our preeminent litigation and regulatory capability in the world’s leading disputes forums.’

Latham has turned its firepower to practices that tend to prosper during economic downturns in recent months, with Baskerville’s hire preceded in London by the arrival of Ashurst colleague Rob Moulton, the City firm’s co-head of financial regulation, and rising international arbitration star Sophie Lamb from Debevoise & Plimpton. The firm also hired Freshfields Bruckhaus Deringer executive partner Michael Lacovara, a high-profile litigator in New York.

tom.moore@legalease.co.uk

Legal Business

Latham ignores Brexit fears and continues City investment charge with Ashurst’s Baskerville

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Just two weeks after taking Ashurst’s global co-head of financial regulation, Latham & Watkins has returned to the struggling City firm to hire restructuring partner Simon Baskerville.

Latham’s hiring spree in London shows no signs of abetting, with Baskerville becoming the firm’s seventh City hire in 2016. He is the second high-profile partner this month to join Latham from Ashurst, which posted a 10% drop in revenue to £505m for 2015/16. The departure follows the US firm’s hire of financial regulation co-head Rob Moulton.

Baskerville, has more than 17 years’ experience at handling UK-based restructurings, has positioned himself over recent years as a leading lawyer handling special situations investments for asset managers, which is already a booming market as investors seek undervalued assets and Latham expects to grow post-Brexit. John Houghton, global co-chair of Latham’s restructuring, insolvency and workouts practice, said Baskerville ‘brings extensive experience in the alternative asset manager sector, which we expect to play an important role in the special situations which will undoubtedly arise in this uncertain post-Brexit market. We are delighted to welcome him to the firm’.

Baskerville made partner at Ashurst in 2009 and was called upon in 2014 by Punch Taverns, Britain’s second largest pub group, to restructure $2.3bn of debt. He joins a long list of recent Latham hires in London this year, with the likes of real estate finance partner Jeremy Trinder joining from Dechert, Quentin Gwyer joining from GE where he specialised in debt capital markets and rising international arbitration star Sophie Lamb joining from Debevoise & Plimpton.

For Ashurst, the loss of Baskerville comes as a blow, with high-profile partners such as equity capital markets specialist Jonathan Parry and financial regulatory lawyer James Perry leaving for Gibson, Dunn & Crutcher, disputes specialist Mark Clarke leaving for White & Case and corporate heavyweight Anthony Clare leaving for Stephenson Harwood.

‘Expanding our alternative asset manager coverage in London is a key strategic priority for us,’ said Dominic Newcomb, vice chair of Latham’s global finance department. ‘We see clients in this sector playing an increasingly significant role in our core leveraged finance work, and taking a growing share of primary lending transactions.’

tom.moore@legalease.co.uk