Legal Business

Kirkland returns to Linklaters to hire UK competition head Riedel

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Strategic recruitment Kirkland & EllisLinklaters
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Kirkland & Ellis has turned to Linklaters for the second time this year and taken another leading partner with the hire of UK competition chief Paula Riedel.

Quick on the heels of Linklaters’ real estate M&A head Matthew Elliott who joined Kirkland in February, Riedel becomes the third competition partner at the firm. There she will link up with Sarah Jordan and Shaun Goodman, who joined from now-defunct firm Howrey in early 2011.

Like Elliott, Riedel trained at Linklaters and her exit will be seen as a blow. She joined the Magic Circle firm as a trainee solicitor in 1994 and it didn’t take her long to become a partner, making the grade in 2003. She became London competition head in early 2014 and her exit will result in her predecessor, global competition head Michael Cutting, taking over her responsibilities until a replacement is found.

Riedel specialises in UK, European Commission and multi-national merger control and has built her practice around the mining, energy and financial services sectors. As well as Elliott, she will also link up with another Linklaters alumni, Stephen Lucas, who joined the firm in a big money move in May 2014.

Her departure follows a string of senior exits from Linklaters to US firms this year, with the firm’s global energy co-head Matthew Hagopian and partner Manzer Ijaz leaving for Milbank, Tweed, Hadley & McCloy also in February.

‘As one of the leading antitrust lawyers in Europe, we are delighted that Paula is joining our firm,’ said Jeffrey Hammes, chairman of Kirkland. ‘Her arrival will strengthen our successful global M&A antitrust practice.’

tom.moore@legalease.co.uk

Legal Business

Partnership promotions: Linklaters focuses on corporate practice in 23-strong round

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Partnership promotions Linklaters
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In a sign that the Magic Circle firm has renewed confidence in its traditional M&A stronghold, Linklaters has promoted nine corporate lawyers to the partnership, nearly 40% of the 23-strong round, spread across the City, Shanghai and its European offices.

Linklaters has elected 23 new partners, two more than in 2014, as it seeks to boost its corporate offering. While just three corporate lawyers were welcomed into the partnership in 2014, nine were this time around, with two of those made up in the City. Just one corporate lawyer was promoted to partner in continental Europe in 2014, but this year was a different story with promotions made across Munich, Madrid, Luxembourg, Brussels and Lisbon indicating a renewed confidence in the cornerstone of its practice. Gilbert Li was also made up in the practice area in Shanghai.

There were nine associates made up to partner at the firm’s London headquarters, one more than this time last year, with associates in the Linklaters’ employment & incentives, dispute resolution, financial regulation, competition, projects and banking groups all making the grade. With promotions taking place across 14 offices, the only other office to see multiple lawyers made up was New York, where tax lawyer Andrew Morris and projects specialist Vijaya Palaniswamy joined the partnership. The changes will take effect on 1 May.

Seven of the new partners, representing just over 30% of the total, are women. Robert Elliott, Linklaters’ chairman and senior partner, said: ‘Our class of 2015 partners are all extremely talented lawyers with deep knowledge of the industries in which they support clients. Their exceptional qualities will help us enhance our market-leading offering and outstanding client service.’

Linklaters partnership promotions in full are:

Corporate

Michael Honan, London

James Wootton, London

Florian Harder, Munich

Kristina Klaaßen-Kaiser, Dusseldorf

Lara Hemzaoui, Madrid

Manfred Muller, Luxembourg

Philippe Remels, Brussels

Marcos Sousa Monteiro, Lisbon

Gilbert Li, Shanghai

Banking

Scott Simpson, London

Etienne Dessy, Brussels

Patrik Björklund, Stockholm

Competition

Lucio D’Amario, Milan

Natura Gracia, London

Financial Regulation Group

Daniel Csefalvay, London

Eriko Sakata, Tokyo

Projects

Mark Russell, London

Vijaya Palaniswamy, New York

Dispute Resolution

Rory Conway, London

Kirstin Schwedt, Munich

Employment & Incentives

Alexandra Beidas, London

Intellectual Property

Pauline Debré, Paris

Tax

Andrew Morris, New York

tom.moore@legalease.co.uk

Legal Business

A €350bn asset manager: Slaughters and Links lead on Santander and UniCredit’s asset management merger

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Corporate LinklatersSlaughter and May
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Slaughter and May and best friend firm Uría Menéndez plus Davis Polk & Wardwell in the US were instructed by Santander to combine its asset management arm with Linklaters-client Unicredit’s Pioneer Investments to create one of Europe’s biggest asset managers.

In a move that will see the banks improve their balance sheets to meet more stringent rules doled out by the European Central Bank. The deal sees Santander and UniCredit each take a 33.3% stake in the new company, with private equity houses Warburg Pincus and General Atlantic taking the remaining 33.3% stake in what will be called Pioneer Investments. The transaction values Santander Asset Management at €2.6bn and Pioneer Investments at €2.75bn.

Pioneer Investments’ operations in the US will be hived off into a separate company owned by UniCredit, which will take a 50% stake, and Warburg Pincus and General Atlantic .

The Slaughter and May team advising Santander on the deal is led by corporate and commercial partners Mark Zerdin, Michael Corbett and Roland Turnill, who became a star in the City in 2013 when he ran Vodafone’s $130bn disposal of its stake in Verizon. Uria’s team was led by partner Antonio Herrera while Luigi De Ghenghi led for Davis Polk.

Meanwhile UniCredit turned to a Linklaters team led by Carlton Evans and Italian boutique Gianni, Origoni, Grippo, Cappelli & Partners which was led by Roberto Capelli.

While Santander is known to use a host of firms in the City, including Magic Circle rival Linklaters, Slaughters has for some time been the bank’s go-to firm for major M&A work. Turnill arranged for Santander to acquire 318 of the Royal Bank of Scotland’s UK branches in 2010, but the deal fell through two years later and the British bank instead spun-off TSB Bank to meet demands placed on it by regulators. He was recently instructed by Shell to lead a team that helped it to complete the largest oil and gas M&A since 1999, acquiring BG Group for $70bn in April.

tom.moore@legalease.co.uk

Legal Business

Dealwatch: A&O, Linklaters and Slaughters take lead on Virgin Active sale to South Africa-listed Brait

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Corporate Allen & OveryCliffe Dekker HofmeyrGibson, Dunn & CrutcherLinklatersSlaughter and May
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Magic Circle trio Allen & Overy (A&O), Linklaters and Slaughter and May have taken instructions advising on Virgin Group’s £682m sale of an 80% stake in international health club operator Virgin Active to South African-listed private equity group Brait.

The Linklaters team advised Brait on the deal, which values Virgin Active at £1.3bn, led by private equity partners Alex Woodward and Stuart Boyd, alongside corporate partner Stuart Bedford and tax partner Tim Lowe. Cliffe Dekker Hofmeyr took the lead advising Brait on South African law.

A&O advised Virgin Active working with general counsel Ashley Aylmer as well as the fitness chain’s management on Brait’s proposed acquisition. The transaction was led by the firm’s co-head of corporate Andrew Ballheimer, who is the relationship partner for Virgin Active and Virgin Group, and corporate partner Simon Toms. Gibson, Dunn & Crutcher advised management shareholders with a team led by Mark Sperotto and Nicholas Aleksander.

Slaughter and May advised current owners Virgin Group and CVC on the sale with corporate partner Mark Zerdin leading a team including tax partner Dominic Robertson, and competition specialist Anna Lyle-Smythe.

The deal is expected to complete over the summer after which Brait will own 80% of Virgin Active with Virgin Group retaining 20% (excluding management). The existing management team will be retained, and will be reinvesting alongside Brait.

sarah.downey@legalease.co.uk

Legal Business

Links, A&O and HSF win roles on Sabadell’s £1.7bn TSB takeover

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Corporate Allen & OveryHerbert Smith FreehillsLinklaters
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Less than a year after Lloyds floated TSB Bank, Linklaters, Allen & Overy (A&O) and Herbert Smith Freehills (HSF) all secured instructions on its high-profile takeover by Spain’s Banco Sabadell.

Taxpayer-backed lender Lloyds Banking Group formalised the 340p-a-share offer in March and agreed to sell its 50% stake in TSB. The deal values TSB, which is already the UK’s seventh-largest retail bank with 4.5 million customers, at £1.7bn.

Legal Business

International hires: A&O makes first lateral in South Africa as Freshfields bulks up in Hong Kong with Links partner

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Strategic recruitment Allen & OveryFreshfields Bruckhaus DeringerLinklaters
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Allen & Overy (A&O) has bolstered its project finance offering in its sub-Saharan practice with its first lateral partner hire in South Africa, turning to Linklater-ally firm Webber Wentzel. Freshfields Bruckhaus Deringer also turned to Linklaters in building its Hong Kong office with finance and energy partner Thomas Ng.

Project finance partner Jason van der Poel started yesterday (1 April) in A&O’s international projects, energy and infrastructure group in Johannesburg. Previously at Webber Wentzel, Poel has advised sponsors and lenders on projects with a particular focus on South Africa’s renewable energy programme.

His hire comes as the firm looks to complement its banking and finance platform in Johannesburg with an energy and infrastructure capability. A&O established its base in the region following its Johannesburg-office launch in October last year with a team of partners and lawyers from South African firm Bowman Gilfillan.

Meanwhile, rival firm Freshfields is investing in Hong Kong with the hire of Linklaters’ finance and energy partner Thomas Ng. Ng mostly advises Chinese companies and financial institutions on their finance, projects and energy transactions worldwide. Robert Ashworth, managing partner of Freshfields’ Asia practice, said the move demonstrated the firm’s intentions on bulking up finance and energy in Asia.

Previously, Ng was a partner in Linklaters’ Beijing office, and his hire follows the loss of Linklaters’ head of Asia-based US securities practice David Ludwick, also for Freshfields after a decade, last month.

jaishree.kalia@legalease.co.uk

Legal Business

Getting the High Court’s approval: Linklaters, Sullivan and Ropes advise on Towergate’s £1bn restructuring

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Corporate LinklatersRopes & GraySullivan & Cromwell
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Linklaters, Sullivan & Cromwell and Ropes & Gray have advised as Towergate secured approval from the High Court on its plan to restructure around £1bn worth of debt

The firms landed roles in advising the UK insurance broker Towergate on new terms for a debt restructuring which saw its unsecured creditors becoming majority shareholders with a debt-equity exchange plus an injection of new money.

Business restructuring partner James Douglas at Ropes & Gray advised the unsecured creditors which included Highbridge Principal Strategies, KKR Credit Advisors and Sankatay Advisors. The trio will become the new majority shareholders with 80.6% of the group after providing £300m in cash.

Meanwhile US firm Sullivan & Cromwell acted for the senior secured creditors which will take up the remaining stake of the company, as well as receive a £250m pay-out from the cash put in by the unsecured lenders. The US firm’s team was led by finance partner Chris Howard. Linklaters banking partner Bruce Bell advised Towergate

The court approval was won for its plan to restructure at a hearing on 27 March and comes after Towergate was warned in the last quarter of 2014 that it may face a liquidity shortfall in the first quarter of 2015.

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: Clifford Chance, Linklaters and Latham advise on $7.7bn Pirelli sale to ChemChina

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Corporate Clifford ChanceLatham & WatkinsLinklaters
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Clifford Chance (CC), Linklaters and Latham & Watkins are advising on the $7.7bn bid by China National Chemical Corp (ChemChina) to buy Italian tire-maker Pirelli, a deal that will give Chinese investors a significant foothold in Italy’s manufacturing industry while signalling continued Chinese investment into Europe.

ChemChina’s tyre-making division China National Tire & Rubber (CNRC) will first buy the 26.2% that Italian holding firm Camfin owns in Pirelli, and will then launch a mandatory takeover bid for the rest.

ChemChina and CNRC have instructed CC to advise on financing issues, as well as local firm Studio Legale Pedersoli e Associati for Italian law advice and Chinese firm Jun He on Chinese law. The deal saw a cross-border team from CC, led by finance partners Charles Adams and Giuseppe de Palma Milan and involving leveraged finance and high-yield partner Michael Dakin in the City and Beijing-based banking and finance partner Maggie Lo.

Linklaters advised private Russian investment company Long Term Investments which will enter into the shareholders agreement after the initial purchase with Milan-based corporate partners Giovanni Pedersoli, Pietro Belloni leading alongside Moscow-based partner Grigory Gadzhiev.

Latham & Watkins led for JP Morgan, which acted as underwriters on the deal, with a team including co-chair of global banking Christopher Kandel, capital markets partner Jeff Lawlis, and Milan-based partners Andrea Novarese and Maria Christina Storchi. Gianni, Origoni, Grippo, Cappelli & Partners provided Italian tax advice.

Local firm Chiomenti advised Pirelli’s holding company Camfin while Lombardi Molinari Segni handled financing aspects.

The deal agreed with Pirelli shareholders on Sunday with China National Tire & Rubber (CNRC), a subsidiary of ChemChina, envisages the ‘integration of the industrial tyre business of Pirelli and certain assets of CNRC, an expansion of Pirelli’s business in Asia, and a potential de-listing of [Milan-listed] Pirelli.’

Chinese investment into Europe hit record levels last year, with FDI transactions doubling to $18bn in 2014 compared to the previous year over 153 separate investments. According to research by Baker & McKenzie, Europe emerged as one of the top destinations for Chinese foreign investment globally, with Italy in second place as one of the top-five countries in 2014 for such investment.

sarah.downey@legalease.co.uk

Legal Business

A €6.6bn purchase: Linklaters and Milbank advise on Borealis’ Swedish Fortum Distribution deal

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Corporate LinklatersMilbank
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Linklaters and US firm Milbank, Tweed, Hadley & McCloy have picked up key instructions on the €6.6bn purchase of Fortum Distribution, the owner of Fortum’s electricity distribution business in Sweden, by Borealis Infrastructure Management.

A team at Linklaters, led by finance partner Ian Andrews, advised the Swedish-Canadian consortium on UK law aspects of the purchase. The consortium comprised made up of Borealis Infrastructure Management, Swedish national pension funds Första AP-Fonden and Tredje AP-Fonden, and Swedish mutual insurance and pension savings company Folksam.

Milbank advised the mandated lead arrangers, with leveraged finance partner and practice head Suhrud Mehta leading a multi-disciplinary team including finance partners Clive Ransome, Neil Caddy and James Warbey.

Swedish firm Mannheimer Swartling was lead counsel to the purchaser with a team including M&A partner Adam Green. Avance was lead counsel to Fortum with a team including senior partner Ulf-Henrik Kull, while local firm Vinge also provided counsel on the deal with a team led by Johan Gothberg.

Fortum Distribution AB is the second largest player in the electricity distribution market in Sweden, with 900,000 customers representing a market share of around 17%. With the total consideration on a debt and cash free basis, Fortum expects to complete the divestment process during the second quarter of 2015 subject to regulatory approvals and closing conditions.

Linklaters partner Andrews said: ‘This is the leading deal in the market this year and one of the largest and most complex for some time. It is a real credit to the consortium and we are delighted to have been able to help them achieve this success.’

Milbank practice head Mehta added: ‘This transaction is another strong example of our team’s ability to handle the largest and most complicated financings with a very large bank group and demonstrates Milbank’s bandwidth and talent for execution given the sheer number of clients involved and the complexity of the transaction.’

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: Linklaters, A&O and HSF win places on Sabadell’s £1.7bn TSB offer

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Corporate Allen & OveryHerbert Smith FreehillsLinklaters
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Linklaters, Allen & Overy (A&O) and Herbert Smith Freehills (HSF) have all been instructed on the high profile £1.7bn takeover offer for TSB by Spain’s Banco Sabadell, in a bid made less than a year after Lloyds floated the bank.

HSF is acting for TSB with a team led by senior partner James Palmer and corporate partner Mike Flockhart. Palmer has been advising TSB, alongside fellow corporate partner Nick Moore and outsourcing partner Nick Pantlin, and worked closely with general counsel Susan Crichton, on its initial public offering (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.

Linklaters heavyweight corporate partner Matthew Bland, who led on the initial £1.5bn IPO of TSB for its longstanding client Lloyds, is understood to be leading on talks with Sabadell for the lender as well. Bland has represented Lloyds Bank for nearly a decade. His position as adviser on the £1.5bn 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. A&O partner Richard Browne, meanwhile, is leading a team advising Sabadell.

TSB, which is already the UK’s seventh largest retail bank with 4.5 million customers, is being spun off by Lloyds through a gradual sell-down of its stake in the business following an IPO in June 2014. The bank’s board has indicated it is willing to recommend the offer should agreement be reached on other terms and conditions.

sarah.downey@legalease.co.uk