Legal Business

Slaughters, Davis Polk and Skadden cash in on Shire’s biggest ever takeover

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Dublin-headquartered Shire, took to the January sales with the $1.5bn it received in a break-fee from US pharma giant AbbVie following the collapse of their proposed $55bn tie-up late last year, securing the acquisition of biotech firm NPS Pharma.

The company returned to Slaughter and May, which drafted the AbbVie break-fee due to the political climate around tax inversion deals, to advise on the purchase of biotech NPS for $5.2bn. The deal is Shire’s largest-ever acquisition and comes amid increased pressure to deliver shareholder value.

Legal Business

‘The pharma sector is very busy’: Slaughters, Davis Polk and Skadden win roles on Shire’s $5.2bn acquisition

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Slaughter and May was called upon by longstanding pharmaceutical client Shire on its biggest acquisition to date as it purchased biotech NPS Pharma, represented by Skadden, Arps, Slate, Meagher & Flom, for $5.2bn.

Slaughter and May corporate partner Martin Hattrell, who handled Shire’s collapsed $55bn sale to US pharma giant AbbVie late last year, led on deal to buy the New Jersey-based rare disease drug maker. Shire will acquire all the outstanding shares of NPS Pharma, which manufactures drugs to treat short bowel syndrome and is seeking to register Natapara to treat hypoparathyroidism, for $46 per share in cash.

Hattrell, who is relationship partner for the Dublin-based pharma company, worked alongside finance partner Mark Dwyer on the deal. US legal advice was provided by Davis Polk & Wardell corporate partners Bill Chudd and George Bason, with the New York-based duo also instructed on the collapsed sale to Abbvie.

Shire’s chief executive, Flemming Ornskov, said: ‘The acquisition of NPS Pharma is a significant step in advancing Shire’s strategy to become a leading biotechnology company. We look forward to accelerating the growth of the NPS Pharma portfolio based on our proven track record of maximizing value from acquired assets and commercial execution.’

Skadden M&A partners Eileen Nugent, based in New York, and Boston-based Graham Robinson represented NPS Pharma.

Shire secured a $850m short-term bank facility, which, in addition to Shire’s cash and cash equivalents, and its existing $2.1bn five-year revolving credit facility, will finance the transaction plus fees and expenses. In due course, the company plans to refinance the short-term bank facility through new debt issuances. Commenting on the deal, Hattrell said: ‘Much of the work was financing work, and it was primarily a US deal.’

He added: ‘Shire has been a very active client in the last 12 months. The pharma sector is very busy at the moment and I expect that to continue.’

tom.moore@legalease.co.uk

Legal Business

Hiring spree continues as Skadden takes Freshfields non-contentious insurance head

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Skadden, Arps, Slate, Meagher & Flom has continued its recent City hiring spree, recruiting Freshfields Bruckhaus Deringer’s non-contentious insurance practice head Robert Stirling as a corporate partner.

The hire comes as the US firm looks to boost its cross-border insurance transaction capabilities, particularly its offering on inbound and outbound insurance investment in Europe.

Stirling was most recently a partner in Freshfields’ financial institutions group, where he headed the non-contentious insurance practice. His focus is on insurance and asset management transactions and, more broadly, the regulatory related to transactional work in the insurance sector. He advises on takeovers, private equity investments, share offerings, asset disposals and regulatory matters.

Recent deals at Freshfields include advising Pearl Group on its acquisition by Liberty International Holdings for just under £1bn, and its subsequent premium listing as Phoenix Group Holdings on the London Stock Exchange; and representing Rothesay Life on its £1.9bn insurance of RSA’s pension liabilities.

‘Clients are increasingly interested in sophisticated insurance-related expertise in Europe,’ said Skadden’s City head Pranav Trivedi. ‘Robert’s outstanding reputation and breadth of experience will complement our existing capabilities. His hire reflects the firm’s strategy to build out and leverage off of our key practice areas in offices around the globe.’

Todd Freed, co-head of Skadden’s global financial institutions group, said: ‘Robert’s deep insurance industry knowledge and cross-border experience will be of great assistance to our clients, particularly those seeking inbound and outbound insurance opportunities in Europe and those preparing for the implementation of Solvency II.’

Stirling, who said Skadden’s platform is the ‘perfect match’, will be based in London and will be part of the firm’s insurance group, which sits within its global financial institutions practice.

This latest hire follows Skadden’s recent recruit of Dechert’s London arbitration head Daniel Gal in November as the firm enhanced its European disputes practice.

jaishree.kalia@freshfields.com

Legal Business

US associate bonuses: Simpson first to unveil, Cravath follows and Skadden tops with $110,000 bonus

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The US bonus season, usually led by Cravath Swaine & Moore, has this year seen Simpson Thacher & Bartlett kick-start the process ahead of the traditional schedule, and set a very high bar for the rest of the American elite firms.

Simpson awarded $15,000 in bonus to its junior associates increasing to $100,000 for the more senior ranks, with the firm’s midlevel and senior associates seeing the biggest increases from last year. Traditional market leader to unveil bonuses Cravath, Swaine & Moore followed suit and matched Simpson Thacher’ bonus scales for each associate level.

However, breaking the mould so far are Skadden Arps Slate Meagher & Flom and Davis Polk Wardwell who have awarded their associates more generously. While Skadden Arps pretty much matched Simpson Thacher’s bonuses, it has awarded certain associates in classes of 2007 bonus amounts of $110,000 in recognition of outstanding performance. All bonuses are expected be paid out on 19 December.

Davis Polk on the other hand, has matched Simpson Thacher’s bonus range of $15,000 to $100,000, but has awarded $5,000 more for its 2008 class, and $10,000 for its 2009, 2010 and 2011 class.

The bonus scales revealed so far are understood to be: 

Simpson Thacher:

2014: $15,000

2013: $15,000

2012: $25,000

2011: $40,000

2010: $55,000

2009: $70,000

2008: $85,000

2007: $100,000

Cravath:

2014: $15,000

2013: $15,000

2012: $25,000

2011: $40,000

2010: $55,000

2009: $70,000

2008: $85,000

2007: $100,000

Skadden Arps:

2014: $15,000

2013: $15,000

2012: $25,000

2011: $40,000

2010: $55,000

2009: $70,000

2008: $85,000

2007: $100,000 – $110,000

Davis Polk:

2014: $15,000

2013: $15,000

2012: $25,000

2011: $50,000

2010: $65,000

2009: $80,000

2008: $90,000

2007: $100,000

jaishree.kalia@legalease.co.uk

Legal Business

‘Second major addition to the European disputes practice in as many months’: Skadden hires Dechert’s London arbitration head

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US firm Skadden, Arps, Slate, Meagher & Flom has enhanced its respected disputes practice having today (18 November) announced the hire of Dechert’s London arbitration head, Daniel Gal.

Led by global co-heads Karyl Nairn QC and David Kavanagh, Skadden’s City litigation and arbitration team is ranked tier one by the Legal 500, and is currently advising on heavyweight cases including South Sudan’s $1bn International Centre for Settlement of Investment Disputes arbitration proceedings over the ownership of oil field interests; and United Capital Partners Group on parallel arbitration and multijurisdictional litigation proceedings relating to interests in VKontakte, Russia’s largest social online networking service.

Gal, who joined from the now-defunct Dewey & LeBoeuf in 2008, previously led Dechert’s London international arbitration practice and is experienced in multi-jurisdictional disputes in growth markets, including the Middle East, Russia, Turkey and Latin America. He has represented companies in sectors such as telecommunications, mining, energy, construction, technology, banking and finance.

‘Daniel is a fantastic lawyer with first-class experience in investment treaty and commercial arbitration, as well as complex multi-jurisdictional litigation,’ Nairn said. ‘He will add further depth to our ability to advise clients in the most challenging litigation and arbitration matters.’

Skadden’s London office head Pranav Trivedi added: ‘Daniel is our second major addition to the European disputes practice in as many months, having been joined by partner Anke Sessler in Frankfurt. We very much look forward to welcoming him to the firm.’

Last week Legal Business revealed that Berwin Leighton Paisner and Olswang would lose their arbitration chiefs, namely Nicholas Fletcher QC and Andrew Aglionby, who are both set to leave for the bar. US firm Boies Schiller, meanwhile, in early September confirmed it was hiring long-serving partner Wendy Miles from Wilmer Cutler Pickering Hale and Dorr to kick start a London arbitration practice.

sarah.downey@legalease.co.uk           

Legal Business

Wachtell, Skadden and Goodwin Procter take lead roles on Bank of America’s $16.6bn settlement

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Wachtell, Lipton Rosen & Katz; Skadden Arps Slate Meagher & Flom and Goodwin Procter have taken the lead roles on Bank of America’s $16.6bn settlement with the US Department of Justice (DoJ), federal agencies and six US states.

In what is the largest civil settlement with a single entity in American history, Bank of America (BoA) has agreed to pay the sum of US$16.6bn after long-standing federal and state allegations that the BoA and its former and current subsidiaries, including Countrywide Financial Corporation and Merrill Lynch, sold mortgage-backed securities to investors that contributed to the real estate market collapse amid the 2008 economic downturn.

Of the record-breaking $16.6bn resolution, almost $10bn will be paid to settle federal and state civil claims by various entities related to RMBS, CDOs and other types of fraud. BoA will pay a total of $9.6bn in cash and provide approximately $7bn worth of consumer relief. The cash portion consists of a $5bn civil monetary penalty and $4.6bn in compensatory remediation payments.

Wachtell litigator Meyer Koplow advised BoA on the settlement, while Skadden Arps corporate and commercial litigator Charles Smith also represented defendant BoA and Merrill Lynch on the SEC portion of the deal. Goodwin Procter partners Brian Pastuszenski and Inez Friedman-Boyce advised other BoA entities on its deal with the Federal Deposit Insurance Corporation.

Litigation boutique Bailey & Glasser’s Benjamin Bailey and Grais & Ellsworth’s David Grais acted for the Federal Deposit Insurance Corporation (FDIC).

The settlement is part of the ongoing efforts of President Obama’s Financial Fraud Enforcement Task Force and its Residential Mortgage-Backed Securities (RMBS) Working Group, which has recovered $36.65bn to date for US consumers and investors.

US attorney Anne Tompkins for the Western District of North Carolina said: ‘[The] settlement attests to the fact that fraud pervaded every level of the RMBS industry, including purportedly prime securities, which formed the basis of our filed complaint. Even reputable institutions like Bank of America caved to the pernicious forces of greed and cut corners, putting profits ahead of their customers. As we deal with the aftermath of the financial meltdown and rebuild our economy, we will hold accountable firms that contributed to the economic crisis. [The] settlement makes clear that my office will not sit idly while fraud occurs in our backyard.’

Jaishree.kalia@legalease.co.uk

Legal Business

Skadden pledges PE still core focus but declines to spend big on Murray-Jones replacement

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The pending retirement of Skadden, Arps, Slate, Meagher & Flom’s leading figure in the City private equity market Allan Murray-Jones has been one of the worst kept secrets in the buyout industry. With the confirmation that he will retire this year with no clear successor, some pockets of the clubby private equity market have come to the conclusion that one of Wall Street’s top M&A shops is downgrading its private equity practice in Europe to functional coverage rather than core focus.

It’s a claim the US firm has marshalled considerable effort, including client testimony, to deny, though Skadden has so far at least avoided following rivals in bringing in expensive laterals to bolster the area.

Although not in particular renowned for private equity work, Skadden is of course one of the strongest names in transatlantic deal work and recently advised investment house BlackRock on the acquisition of Credit Suisse’s exchange-traded funds division – the first time BlackRock had instructed a US firm on a major European transaction.

The firm has won much of Doughty Hanson’s UK work since recruiting Murray-Jones (pictured) from legacy Lovells back in 2001 – a relationship that Murray-Jones tightly holds, especially through his close-knit relationship with Doughty’s chairman and co-founder Richard Hanson.

While Murray-Jones is to stay on in an of counsel role, Skadden’s attempts to find a full time replacement have been unsuccessful, with Shearman & Sterling’s Mark Soundy and White & Case’s Richard Youle both understood to have to been sounded out. The firm is also said to have been in talks with Ashurst’s former senior partner Charlie Geffen among others.

There have been indications that Skadden balked at the sky-high remuneration packages that are now demanded by brand-name private equity partners in London, which have been driven by predatory recruitment by US law firms.

While co-head of private equity Shaun Lascelles led for BlackRock in its Credit Suisse acquisition, Lascelles has a broader corporate practice that also focusses on cross border M&A.

‘Murray-Jones is the last leading pioneer of private equity of that generation, alongside Adam Signy at Simpson Thacher & Bartlett. It will take a special personality to follow Allan,’ said Ian Bagshaw, co-head of White & Case’s EMEA private equity team.

Another private equity partner at a top UK firm added: ‘Allan’s market reputation is clear cut. He has got a clear personal brand whose primary and only substantial client is Doughty Hanson. Without this Skadden has no real private equity capability in London.’

However, Skadden strongly denies any intention to scale back from private equity in the City, with executive partner Eric Friedman commenting: ‘Skadden’s private equity practice in London and elsewhere is thriving and its expansion is a key focus for the firm. We have more than a dozen private equity clients that we regularly serve from London and many others we advise less frequently.’

The firm’s London office houses around 30 partners, eleven of which, including Murray-Jones, it claims cover private equity on a regular basis.

These includes Lascelles, City head Pranav Trivedi, partners Pete Coulton and Mark Darley in banking, and Jim McDonald in high yield. The firm has previously advised BlackRock, Veritas Capital, Blackstone Group and Castle Harlan.

However, few in the industry would view the firm as being buyout-centric in the cast of a Simpson Thacher, Kirkland & Ellis and Weil Gotshal & Manges.

One managing partner at a rival firm commented: ‘In London, Skadden is more like a Magic Circle firm that does private equity but within a corporate/private equity mix. While US firms have increasingly become the face of private equity, Skadden has remained within the mainstream corporate.’

Certainly as far as Doughty is concerned, Skadden has done enough to institutionalise its relationship and Graeme Stening, Doughty’s general counsel, commented: ‘Whether or not Allan retires, our plans are to continue the mutually satisfactory relationship we have had with Skadden for many years. That relationship is not just with Allan but with many other corporate, banking, tax, and litigation partners.’

The bigger question will be, given Skadden’s stated ambition to expand in the City, if even top advisers can thrive these days without the high-cost divas of the buyout world.

jaishree.kalia@legalease.co.uk

Legal Business

Clifford Chance, Covington and Skadden lead on £930m AA IPO

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Clifford Chance (CC), Covington & Burling and Skadden, Arps, Slate, Meagher & Flom are advising on the £930m flotation of over two thirds of vehicle breakdown group the AA to City investors.

CC, led by M&A partner David Pearson is advising the AA on the accelerated stock market listing. Covington and Burling’s corporate partner Paul Claydon is advising Cenkos Securities as sole co-ordinator and bookrunner.

The Covington team also includes partners Simon Amies, Natalie Walter, Kristian Wiggert and Charlotte Hill.

Daniel Tricot, of Wall Street’s Skadden, Arps, Slate, Meagher and Flom, is acting for Greenhill, financial advisor to the transaction.

Speaking to Legal Business, Clayton said: ‘Cenkos are a regular client and we have [also] worked together on a few IPO’s in the last twelve months. The last one involved the flotation of Rightster Group. We acted for Rightster Group and Cenkos acted as the broker, separately represented.’

The AA announced its intention to proceed with a sale and flotation on 6 June, with 69% of shares sold to a management buy-in team led by executive chairman Bob Mackenzie and backed by leading institutional cornerstone investors, including Aviva, Blackrock, Invesco and CRMC. A share price of £930 million has already been agreed, with the admission total expected to reach £1.4bn in the second half of June.

In a statement Mackenzie said: ‘The AA is a very successful organisation with a strong record of serving its members and the needs of the UK motorist. We believe there are significant opportunities to grow the business, a sentiment shared by the high quality leading cornerstone investing institutions who have already committed over £930 million to the transaction.’

Kathryn.mccann@legalease.co.uk

Legal Business

A&O, Hogan Lovells and Skadden line up on $1.46bn acquisition of Aeroflex by UK rival Cobham

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Allen & Overy (A&O), Hogan Lovells and Skadden, Arps, Slate, Meagher & Flom are among firms to be awarded mandates on British aerospace and defence supplier Cobham’s all-cash acquisition of US communications equipment maker Aeroflex for $1.46bn.

For US advice Cobham turned to Skadden’s corporate partner Eric Cochran but on English law, the company returned to A&O led by M&A partner Richard Browne.

In 2011 A&O advised Cobham on its €78m acquisition of Telerob Holding from financial investor EquiTrust.

Hogan Lovells provided English law advice to Aeroflex, led by London corporate partner Tom Brassington. In the US, Shulte Roth and Zabel advised Aeroflex, led by John Pollock.

The acquisition by Cobham of its New York rival is the largest in its 80-year history and illustrates the British defence company’s need to diversify away from its dependency on US defense spending, which account for around a third of its sales. As budgets are tightened by governments on both sides of the Atlantic, Cobham has said that its acquisition of the far more commercial Aeroflex, which derives around 70% of its revenues from commercial customers, will help it to diversify. Last year the FTSE 250 company, which saw its pre-tax profit fall by 4% to £288m, bought Axell Wireless for £85m.

‘We believe Aeroflex and Cobham are a natural fit and that Aeroflex will benefit from the larger scale, market presence, and resources of the combined organisation,’ said Len Borow, Aeroflex’ chief executive.

David.stevenson@legalease.co.uk

Legal Business

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

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

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

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

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

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

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

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

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

jaishree.kalia@legalease.co.uk