Legal Business

Travers Smith: CPR 36: time for a re-boot?

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Jan-Jaap Baer

Partner, Travers Smith

Emma Reynolds

Associate, Travers Smith

In April this year, CPR 36 underwent the latest in a series of amendments. These amendments did not amount to a root-and-branch overhaul of the regime but rather to a reorganisation and codification of existing principles, largely designed to address issues which have been thrown up by recent court decisions. The changes were generally welcomed as providing a greater degree of clarity for litigants when navigating their way through what remain complex and densely drafted rules. However, there remains a question as to whether a more radical overhaul of the rules is desirable.

Legal Business

Deal machines – the resilience of Macfarlanes, Travers Smith and the mid-tier deal team

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The forced obsolescence of Macfarlanes and Travers Smith as City-focused M&A teams has been as long predicted as it has failed to materialise. Since 2010, after both firms quickly recovered from a brutal post-Lehman shock, the pair have proved not just resilient but able to thrive.

The pair performed robustly again in 2014/15, with Macfarlanes having been one of the most successful top-100 firms over the last five years with organic revenue growth of 73%. Around 20% of revenue is generated by its corporate department, reflecting the size of its private client practice and a concerted push to broaden its disputes, regulatory and finance teams.

Legal Business

‘Why £70k? That’s where we think we need to be’: Travers Smith boosts NQ salaries by 9% to match Slaughters

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Having enjoyed another respectable financial performance for the 2014/15 year, Travers Smith has boosted its newly qualified (NQ) associate salaries by £6,000 to £70,000 from £64,000, constituting a 9% rise and putting its rates on a par with Slaughter and May and Hogan Lovells.

Speaking to Legal Business on the 9% pay boost, managing partner David Patient (pictured) said: ‘Why £70k? That’s where we think we need to be in this market – we have terrifically talented people we want to reward properly – it’s very competitive out there. It’s specific to the type of work we do, corporate and disputes, and giving an incentive to retain top talent. To do high quality work you need high quality people. We have that. To have them you need to pay high quality salaries. Full stop.’

Patient added that the wave of US firms offering mid-Atlantic salaries is not of major concern to the firm: ‘I don’t lose any sleep [over losing associates to US firms] but we’re in a market at the moment that’s very competitive. If you look at websites that publicise US law firm salaries they are considerably higher than those at the leading UK firms. Inevitably that may turn people’s heads. You have the so-called “diamonds and deposits era” in your life where you want more money. But the UK firms aren’t going to compete on salaries with US firms – I question how sustainable that is for lots of them. If a US firm is competing for work in London the pressure on fees will mean there will end up potentially being downward pressure on salaries. They might be having their day but how sustainable is that?’

This year the City outfit, which offers around 25 training contracts annually, posted strong results for the past financial year, registering a 9% rise in revenue to break the £100m boundary. This was buoyed by an active deal market in the City, particularly within the private equity space where high returns on post-financial crisis investments sparked a series of sell-offs.

The firm capitalised on its strong deal reputation to pull in £8.8m extra in turnover to reach revenues of £106m while profit per equity partner rose 6% to £935,000 as the average pay for equity partners rose by £55,000 from last year.

This summer also saw Allen & Overy announce it was gifting associates with a £20,000 increase in their base salaries as the firm incorporates bonuses into the annual pay packet.

sarah.downey@legalease.co.uk

Legal Business

Travers Smith posts record results as turnover crosses £100m boundary and PEP reaches £935k

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City outfit Travers Smith has become the latest UK law firm to post strong results for the past financial year, registering a 9% rise in revenue to break the £100m boundary.

Buoyed by an active deal market in the City, particularly within the private equity space where high returns on post-financial crisis investments sparked a series of sell-offs, Travers capitalised on its strong deal reputation to pull in an £8.8m extra in turnover to reach revenues of £106m for the 2014/15 financial year. As a result, profit per equity partner (PEP) soared 6% to £935,000 as the average pay for equity partners rose by £55,000 from last year.

The results also marks back-to-back growth at the 300-lawyer firm, with double-digit increases in revenue and PEP recorded in the 2013/14 financial year. However, the firm was outpaced by fellow City firm Macfarlanes which revealed last week it had grown revenues 14% to £160m for the last financial year with PEP jumping 30% to £1.55m from £1.2m.

The upbeat results follow a string of high profile deal instructions, with Travers advising the equity-holding management of RAC as private equity giant Carlyle sold the roadside recovery company to Singapore’s sovereign wealth fund GIC; the equity-holding management of Europe’s second-largest, second-hand vehicle auctioneer BCA Marketplace as private equity house Clayton, Dubilier & Rice sold its investment to Haversham Holdings; and took a lead role on the £3.4bn UK High Court dispute between Hewlett-Packard and Autonomy founder Michael Lynch over allegations of fraudulent accounting ahead of the IT giant’s infamous takeover.

Travers Smith’s new managing partner David Patient (pictured), who replaced the longstanding Andrew Lilley at the start of the year, said: ‘This is a strong set of financial results, and with turnover exceeding £100m for the first time, a landmark achievement for the firm. Our performance is particularly robust in the context of the significant investment we are currently making in our business and people, including a complete refurbishment of our office space and the promotion of nine new partners this year and two lateral hires, demonstrating our commitment to growth.’

tom.moore@legalease.co.uk

Legal Business

Dealwatch: Pinsents, Travers, CC join Debevoise on £500m Motor Fuel Group disposal

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A trio of LB100 firms –Travers Smith, Clifford Chance, Pinsent Masons – have lined up alongside Debevoise & Plimpton in landing key roles on Patron Capital’s recent £500m sale of one of the UK’s biggest independent petrol station operators, Motor Fuel Group, to US private equity firm Clayton, Dubilier & Rice (CD&R).

Travers advised the seller, pan-European institutional investor Patron Capital, with a team led by private equity partner Edmund Reed. Clifford Chance corporate partner Simon Tinkler advised CD&R on the purchase, while Debevoise & Plimpton advised the US company and its management with London-based partner Alan Davies leading a team including Richard Ward and Matthew Saronson. Pinsent Masons’ retail and consumer head Tom Leman advised Motor Fuel Group.

The deal will see CD&R own a stake of around 85%. Following the acquisition, MFG’s chair Alasdair Locke will remain in his position, and former Tesco CEO Sir Terry Leahy, a senior advisor to CD&R’s funds, will also join the board of MFG.

MFG is second-largest independent petrol and convenience retailer in the UK. Through a series of acquisitions Patron and MFG management have grown the company from 48 sites in 2011 to 373 sites.

Travers has previously advised longstanding client Patron Capital on the sale of Gracewell Health Care for £153m in 2014, while CC has received several high-profile mandates from CD&R, including advising on its sale of British Car Auctions for £1.2bn to Haversham Holdings in March, as well as its acquisition of Mauser Group for €1.2bn last year.

Debevoise has a longstanding relationship with the US private equity house, with recent deals includes advising on its agreement to acquire Ashland Water Technologies for €1.8bn last year.

The latest deal is expected to complete in July.

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: Freshfields and Mayer Brown win roles on Blackstone’s Centre Parcs sale

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Freshfields Bruckhaus Deringer and Mayer Brown have won key spots on Blackstone’s sale of a majority stake in Centre Parcs UK to Brookfield Property Partners after the holiday-village operator had looked at carrying out an initial public offering (IPO).

The deal, which is reportedly worth around £2.4bn, saw Freshfields act for the leisure company’s owners Blackstone with a team led by corporate partner David Higgins and including Alex Watt on real estate, tax specialist Jill Gatehouse, pensions and employment partner Nick Squire and competition partner Winfred Knibbeler.

The Magic Circle firm also advised on financing with US securities partner Simone Bono and structured finance specialist Marcus Mackenzie leading. The duo previously advised RBS on a whole business securitisation for Centre Parcs which refinanced the company’s existing debt and raised funding for its Woburn village. Centre Parcs currently operates five destinations around the UK and is separate from the European brand.

Mayer Brown took the role advising the buyers, Canadian funds manager Brookfield, with a team led by corporate and securities partner Jeremy Kenley and including corporate duo Tim Nosworthy and Kate Ball-Dodd, tax partner Sandy Bhogal, real estate partners Jeremy Clay and Andrew Hepner, and environment and planning partner Michael Hutchinson.

The sale saw management retain a stake in the business with Travers Smith advising led by senior partner Chris Hale with support from Travers’ head of tax Kathleen Russ while, on the company’s aborted IPO process, corporate finance partner Adrian West took the lead.

michael.west@legalease.co.uk

Legal Business

Partner promotions: Travers Smith adds seven new partners in bumper round

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Following two years of slim promotions, Travers Smith has promoted seven lawyers, over 10% of its existing partnership, to partner in a round that’s bigger than 2013 and 2014 combined.

The promotions, effective on 1 July 2015, make up lawyers specialising in private equity, corporate finance, pensions, investment funds and tax. The new promotions bring Travers’ partnership up to 74 and signal a serious investment after two promotions in 2014 and three in 2013.

With private equity duo William Yates and Adam Orr making partner, the firm has rebuilt its ranks after the exit of former private equity head Philip Sanderson to Ropes & Gray late last year. Yates has regularly advised key clients Lyceum Capital, Bridgepoint Development Capital, Silverfleet Capital and Intermediate Capital Group, on acquisitions and disposals while Orr recently teamed up with senior partner Chris Hale to advise the management of RAC in the £1bn sale of the roadside repair company by Aviva to a company backed by private equity house Carlyle.

Corporate finance lawyer Jon Reddington was also rewarded with partnership after a string of deals, including advising TV set-top box maker Pace on a £1.4bn takeover by US group Arris, as was investment funds lawyer William Normand after being instructed to handle Ranger Capital’s $200m IPO of an alternative lending trust.

Travers Smith’s senior partner, Chris Hale, said: ‘This year’s promotions demonstrate how we continue to invest across the firm, ensuring we have the right breadth and depth of capability to meet evolving client needs.’

The full list of Travers’ new partners comprises:

Jon Reddington, corporate finance

William Normand, investment funds

David James, pensions

Dan Naylor, pensions

William Yates, private equity

Adam Orr, private equity

Jessica Kemp, tax

tom.moore@legalease.co.uk

Legal Business

Travers Smith’s Dolman: The mother of invention – why necessity and high prices will push private equity to new heights

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2014 was a year that saw the number and value of private equity (PE)-backed exits reach unparalleled highs globally. More benevolent economic and market conditions, including an increase in global M&A activity, created renewed confidence in the industry.

With a mountain of dry powder to deploy – that’s unused equity in the industry slang – and more debt funding available than has been the case for years (and on more favourable terms), PE firms have been very busy looking for new investment opportunities. This has resulted in fierce competition for any high-quality assets that come to market. Coupled with the continued high valuations of comparable companies on the public markets and near-zero interest rates, this has inflated valuations and resulted in the purchase-price multiples for leveraged buyouts in Europe reaching an average of ten times EBITDA – highs not seen since the peak of the last cycle.

In such an environment it has clearly never been better to be a seller, while becoming markedly more challenging to be a buyer. Warren Buffett’s mantra of ‘it’s far better to buy a wonderful company at a fair price, than a fair company at a wonderful price’ is getting hard to put into practice in today’s climate where all the choice assets are being traded at increasingly racy multiples.

The abundance of available capital in the European PE market and the forces driving up valuations show no signs of changing in 2015. Indeed they look set to be compounded by the results of another strong year of fundraising for many houses in 2014 and the emergence of new players (such as America’s houses and Canadian pension funds) to the European market.

So how is this likely to affect the industry in the short term? Putting to one side the UK and European PE industry’s immediate prospects being at the mercy of the upcoming election, the ongoing instability in the eurozone and other geopolitical risk, I anticipate three knock-on effects.

First, the average holding period of investments will likely continue to lengthen, with sponsors feeling the pressure from investors to deliver convincing returns on assets acquired at the higher multiples of recent years. We are therefore unlikely to see the average holding period return to a three-year average, with five-plus becoming the norm in order to allow assets time to make the requisite two to three times return and an internal rate of return (IRR) in the low teens.

Buffett’s mantra of ‘it’s better to buy a wonderful company at a fair price, than a fair company at a wonderful price’ is getting hard to put into practice.

Second, I firmly believe that PE houses will continue to surprise the market with their creativity. No one can doubt how resilient the PE market has proven to be; the industry’s comeback after 2009 being a case in point. With the limited supply of assets and the amount of money chasing them, I anticipate that many funds will show an increased appetite to purchase minority stakes in high class assets. Houses are also likely to demonstrate new resourcefulness by focusing on unlocking unrealised potential in their existing portfolios by adopting a more hands-on approach and pursuing buy-and-build strategies. As a firm we have already begun to see evidence of this behaviour in the last 12 months.

Third, the proven performance of PE investments as an asset class has led to some institutional investors wanting a bigger piece of the action. Such investors have begun looking for new ways to participate in PE deals beyond the conventional constraints of being passive partners in PE funds. The so-called ‘shadow capital’ provided by them (often in the form of co-investments) is not a new concept – limited partners (LPs) have been passively co-investing alongside general partners (GPs) in deals for years. But I predict, particularly given the increased sophistication of LPs and their ability to effectively manage a co-investment programme, an increase in quantum and in the variety of ways shadow capital will be put to work.

This can offer a series of benefits to both LPs and GPs. For LPs it has the potential to improve their returns yet further and at a lower cost, and for sponsors it can provide them access to larger deals while maintaining an appropriate level of diversification and a way to enhance their relationship with investors. However, the injection of more funds in the form of shadow capital into a market already saturated will increase competition further, with some even going so far as to suggest shadow capital may end up chipping away at the PE industry’s economic margins. How that dynamic plays out remains to be seen…

Paul Dolman (pictured) is head of private equity at Travers Smith

Legal Business

The mother of invention – why necessity and high prices will push private equity to new heights

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Travers Smith’s Paul Dolman argues a reviving buyout industry will increasingly drive European deal markets

2014 was a year that saw the number and value of private equity (PE)-backed exits reach unparalleled highs globally. More benevolent economic and market conditions, including an increase in global M&A activity, created renewed confidence in the industry. With a mountain of dry powder to deploy – that’s unused equity in the industry slang – and more debt funding available than has been the case for years (and on more favourable terms), PE firms have been very busy looking for new investment opportunities. This has resulted in fierce competition for any high-quality assets that come to market. Coupled with the continued high valuations of comparable companies on the public markets and near-zero interest rates, this has inflated valuations and resulted in the purchase-price multiples for leveraged buyouts in Europe reaching an average of ten times EBITDA – highs not seen since the peak of the last cycle.

Legal Business

Those who can: Travers Smith’s former head Andrew Lilley resigns to become teacher

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Travers Smith’s former managing partner Andrew Lilley (pictured) has resigned from the firm after nearly 20 years, and is set to explore a career in teaching.

Announced internally this week, Lilley plans to pursue a career outside of law looking to teach economics at A-level, but will also explore the possibility of ad hoc consultancy work with the firm.

The news emerges a year after employment partner Lilley stepped down from his role as managing partner following a four year term and was succeeded by corporate partner David Patient. Having joined Travers in 1995 and becoming a partner in 1997, Lilley oversaw substantial financial growth at the firm during his term as managing partner with the latest LB100 figures showing 51% revenue growth since 2009 to £97.2m.

On his time at Travers, Lilley told Legal Business: ‘I have taken real pleasure watching the rise of the profile and reputation of the firm, and the employment practice in which I have worked for the past 20 years. There’s no other law firm I would rather work for. I leave with very fond memories but am excited about the next chapter too.’

On his move into teaching, Lilley added: ‘I’ve been very fortunate by ending up as an employment lawyer, there’s really quite a large amount of teaching involved in that role. A lot of HR professionals are keen to be trained and taught and you teach junior lawyers over the years. So I’ve been able to feed that interest for some time. Now I’d like to pursue teaching at A-level at a school while I still have the opportunity.’

sarah.downey@legalease.co.uk