Legal Business

Legal Business Awards 2020 – Private Equity Team of the Year

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Legal Business Awards 2020 Clifford ChanceWeil, Gotshal & Manges

After much back-and-forth between the judges in a keenly contested category, we are now delighted to reveal the winner of Private Equity Team of the Year for the 2020 Legal Business Awards.

The winner in this category demonstrated an ability to land the most significant mandates in an incredibly competitive market for private equity-backed deals. Judges looked for evidence of an ability to move with the market and stand out from competitors in the most eye-catching transactions.

 

 

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Winner – Weil, Gotshal & Manges

Weil’s vaunted London private equity team won plaudits for advising Bain Capital on its £3.2bn acquisition from WPP of a 60% stake in global data, insights and consulting company Kantar.

The deal was symbolic of a market that saw US money pile into UK assets, with the weakness of sterling attracting continued interest from sponsors, even as Brexit threatened to put off investors.

In July 2019 the Weil team, led by partner Marco Compagnoni, advised Bain on the acquisition and financing, coordinating input from finance, IP/IT, tax, antitrust, and Weil lawyers in the US, Germany and France. The deal saw WPP retain a 40% equity stake in London-headquartered Kantar and called for the Weil team to offer strategic advice on all aspects of the deal, including due diligence, M&A, shareholder arrangements, carve-out and bank/bond financing.

Particularly complex was the carve-out and separation, legally and operationally, of Kantar from the WPP group.

Kantar has around 350 legal entities, many of which are not wholly-owned by WPP, meaning that various shareholder, regulatory and works council processes needed to be followed to extract them.

Kantar shares its IT infrastructure with WPP, which is outsourced to IBM under a long-term arrangement. The team was instrumental in negotiating the outsourcing arrangement required to continue this post-completion. Weil won accolades from WPP for its ‘approach and ability to see the real value issues’ and the ‘top tier advice, strategically as well as technically’ that it provided to Bain Capital.

The financing of around $3bn of EUR and USD loans and bonds required complex negotiations and bespoke provisions. The 11 banks started with a range of views and through lengthy negotiations, the Weil team brought them to a consensus on the approach that worked for Bain and WPP.

 

Highly Commended – Clifford Chance

Clifford Chance impressed the judges with its advice to longstanding client KIRKBI, the investment vehicle owned by Lego’s founding family, on its consortium with Blackstone and pension fund CPPIB to acquire Merlin Entertainments. The all-cash, £6bn deal involved KIRKBI becoming the largest shareholder in the consortium, with a 50% stake.

The offer valued Merlin, Europe’s number one and the world’s second-largest visitor attractions operator, at £4.77bn, with CC leading on the scheme of arrangement leading to the successful offer and shareholder arrangements, which took into account each consortium member’s investment objectives and strategic interests.

The CC London team was led by private equity partner Simon Tinkler and M&A partners Steven Fox and Tim Lewis. It also included antitrust partner Alex Nourry.

Other nominations

Debevoise & Plimpton

Acting for TPG on its takeover of the assets of the Abraaj Group’s $1bn Global Healthcare Fund, after the assets fell into limbo as the Middle East fund collapsed amid mismanagement and corruption allegations.

Freshfields Bruckhaus Deringer

Advising CVC on its £200m minority equity investment in Premiership Rugby, a deal crucial to top-tier English rugby clubs, many of which are unprofitable, and which came under intense scrutiny from numerous stakeholders.

Fried, Frank, Harris, Shriver & Jacobson

An active fund formation team that helped raise over $150bn in 2018 alone, representing 30% of all private capital funds raised globally. It recently advised Permira on the launch of Permira VII, which closed with €11bn of commitments.

Kirkland & Ellis

Representing a consortium consisting of Apax, Warburg Pincus, Canada Pension Plan Investment Board and Ontario Teachers’ Pension Plan, on the $3.4bn take-private of the British satellite operator, Inmarsat.

Taylor Wessing

Advice to Standard Chartered Bank on divesting its private equity business via a £790m MBO to Affirma Capital, a new PE firm set up for the purposes of the disposal, backed by ICG Strategic Equity.

Legal Business

Weil’s City revenue suffers exchange woes as PEP breaks $4m amid muted global gains

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Financial results 2018/19 Weil, Gotshal & Manges

The London office of Weil, Gotshal & Manges has seen a near 2% dip in revenue to $185m on the back of currency fluctuations, while global revenue grew a steady 4%.

The muted showing comes after a pace-setting 2018 which saw City revenue spike 15% to $188m.

Weil’s global revenue grew to $1.52bn from $1.46bn the previous year, while profit per equity partner (PEP) saw the strongest uptick, just breaking the $4m barrier from $3.8m the previous year.  Total lawyer headcount stood at 1,126, compared with 1,117 in 2018, and the partnership decreased by one to 168.

Despite the dip, it has nevertheless been a year of concerted investment in Weil’s City arm as it recruited five new laterals, most notably Linklaters corporate partner David Avery-Gee in November 2019.

Other laterals helping build out the London platform include real estate partner Anthea Bamford joining from Bryan Cave Leighton Paisner in February 2018 and private equity lawyer Mark Thompson coming from Sidley Austin in February 2019. Ashurst banking partner Paul Stewart, restructuring partner Neil Devaney from Akin Gump Strauss Hauer & Feld and tax lawyer Jenny Doak from Vinson & Elkins were, meanwhile, all hired in November 2019.

On the organic growth front, four City partner promotions in private equity, restructuring, tax and funds were an increase on the three promoted the previous year and meant Weil expanded its London partner ranks in the last year from 33 to 40 partners as of 1 January 2020.

Elsewhere, Weil also wound down its once-potent Central and Eastern Europe (CEE) operations, bringing to an end Weil’s presence in the country after 29 years. The move saw an 80-strong Polish team set up an independent firm, following in the footsteps of an 11-lawyer Prague team spinning off in 2018 and the firm’s 20-strong Hungarian office joining Bird & Bird in January 2018.

nathalie.tidman@legalease.co.uk

For more analysis on Weil’s planned London growth, see ‘Deal View: After years of missed opportunities Weil flirts with a broader City advance’

Legal Business

Deal View: After years of missed opportunities Weil flirts with a broader City advance

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Deal View Weil, Gotshal & Manges

Investment in Weil, Gotshal & Manges’ City arm has long come in fits and starts, avoiding broader M&A ambitions to become a well-regarded private equity player, while arguably being outpaced by US rivals Kirkland & Ellis, Latham & Watkins and Simpson Thacher & Bartlett. Questions also linger around who will lead when Mike Francies, its veteran London managing partner, steps down. Is the recent flurry of laterals evidence that Weil is ready to seize the City breakthrough that has long looked frustratingly just out of reach?

For critics, the firm has only itself to blame as Weil has long been held back in London by a lack of cohesion or vision about where to take the practice, even as a group of US rivals have steamed ahead in the last five years. Notes one former partner: ‘Someone senior told me years ago: “We’re not a partnership, we’re a group of individuals who choose to work together.” In the States, it was a restructuring firm and people used to call it “We’ll Get You and Mangle You!”’

Legal Business

Letter from… Warsaw: Weil’s withdrawal from CEE marks a new phase, not the end, of international firms’ regional domination

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Comment Weil, Gotshal & Manges

Neglected by foreign advisers for years, the Central and Eastern European (CEE) legal markets enjoyed a few moments of popularity in the press as the decade turned. Most notably, the once-formidable force in the region’s transactional space, Weil, Gotshal & Manges closed its three local branches in Budapest (January 2018), Prague (November 2018) and Warsaw (November 2019).

As the only major Wall Street firm with sizeable CEE coverage (excepting obviously White & Case’s very different model), there were specific reasons behind Weil’s withdrawal. These included a strategic move to focus on the key money centres (the firm also left the Middle East in 2017), a huge amount of local government-related work exposing it to the political turmoil and a large domestic client base not inclined to pay the fee levels demanded by the US elite.

Legal Business

Dealwatch: Weil and Mayer Brown scoop leads on Nestlé’s $4bn US ice cream business sale

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Dealwatch Cleary Gottlieb Steen & HamiltonFreshfields Bruckhaus DeringerLatham & WatkinsMayer BrownWeil, Gotshal & MangesWhite & Case

Weil Gotshal & Manges and Mayer Brown have advised on the sale of Nestlé’s US ice cream business to Froneri for $4bn.

Froneri is an ice cream focused joint venture by Nestlé and PAI Partners created in 2016. The deal means that brands such as Häagen-Dazs, Edy’s, Drumstick and Dreyer’s will join its portfolio which already includes Movenpick, Green & Blacks and Cadbury’s ice cream.

Weil advised Froneri with a team led by London private equity partner Jonathan Wood and Boston private equity partner Matthew Goulding. The team also included London managing partner Michael Francis, head of the firm’s London technology and IP transactions practice Barry Fishley and London banking partner Tom Richards.

Mayer Brown advised Nestle with a team led out of the US by partners David Carpenter, John Boelter and Michelle Gross.

Carpenter told Legal Business: ‘Nestlé has already contributed to the ice cream business in different parts of the world through this joint venture. The buyer is actually 50% owned by Nestlé and so it’s moving the ice cream business into a company that has a private equity partner. It will be focused on ice cream rather than being part of a big conglomerate.’

The transaction is expected to close in the first quarter of 2020.

Meanwhile, Freshfields Bruckhaus Deringer advised private equity firm CVC Capital Partners on the acquisition of a stake in WebPros Group by CVC Fund VII from Oakley Capital Private Equity and other investors.

WebPros is a web hosting automation software provider for server management and includes web hosting platforms cPanel and Plesk and web hosting management and billing software WHMCS.

The Freshfields team was led by global co-head of financial sponsors Charles Hayes, co-head of European leveraged finance Alex Mitchell and corporate and M&A lawyer Vincent Bergin.

Kirkland & Ellis advised Oakley Capital on the sale led by London corporate partners Rory Mullarkey and Jacob Traff as well as Ben Leyendeckerin Munich.

The deal is expected to close in the first quarter of 2020.

Elsewhere, White & Case advised on the $25.6bn IPO of Saudi Arabian Oil Company (Saudi Aramco), making it the world’s largest IPO. The company began trading on the Saudi Arabian Tadawul Stock Exchange on Wednesday 11 December under TADAWUL: ARAMCO.

The offering included subscriptions from institutions and individuals, comprising of SAR 446bn ($119bn). The Kingdom of Saudi Arabia sold 3bn shares of Saudi Aramco which accounted for 1.5% Saudi Aramco’s share capital.

The White & Case team was led by Dubai partner Sami Al-Louzi and included London partners Inigo Esteve, capital markets partner Alexander Underwood, Ronan O’Reilly and employment compensation and benefits lawyer Jack Gardener. The Law Office of Megren Al-Shaalan also advised Aramco with a team led by Megren Al-Shaalan and Doug Peel and included London capital markets partner Ibrahim Soumrany.

The $1.7trn valuation makes Saudi Aramco the largest company by market capitalisation. Over 400 White & Case lawyers from around 20 offices advised Saudi Aramco on the transaction.

Latham & Watkins advised the underwriters of Saudi Aramco on non-Saudi law matters. The team was led by New York partners Marc Jaffe and Ian Schuman and included London partner Craig Nethercott. London partners James Inness and Jeremy Green offered advice on corporate matters, Chirag Sanghrajka advised on finance, Rob Moulton advised on regulatory matters while Karl Mah advised on tax.

Prior to the listing, the largest IPO spot was held by Alibaba Group Holding Limited which listed in September 2014 on the New York Stock Exchange (NYSE) for $21.8bn.

Finally, Cleary Gottlieb Steen & Hamilton advised Qatar Investment Authority (QIA) on the $450m acquisition of a 25.1% stake in Adani Electricity Mumbai Limited (AEML) from Adani Transmission Limited as well as a shareholder subordinated debt investment by QIA in AEML.

AEML is part of Adani Group, an integrated business conglomerate based in India which includes six publicly traded companies, focusing on resources, logistics, energy and agriculture.

The Cleary team was led by London partners Tihir Sarkar and Nallini Puri.

Puri told Legal Business: ‘QIA is a very big investor to be partnering with. The Adani Group is a big group with lots of diversified interests and historically they’ve engaged in a lot of acquisitions, particularly within India. India’s done less with foreign investors. In some ways this is a very significant partnership for them because they’ve tied up with a very high profile investor.’

AEMl was advised by Indian firm Cyril Amarchand Mangaldas led by partners from the Mumbai office.

The deal is expected to close in early 2020 subject to customary conditions and regulatory approval.

muna.abdi@legalease.co.uk

Legal Business

Weil completes withdrawal from CEE as Warsaw office breaks away

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Europe Weil, Gotshal & Manges

Weil, Gotshal & Manges is winding down its once-potent Central and Eastern Europe (CEE) operations, with its 80-strong Polish team setting up an independent firm.

Warsaw co-managing partners Pawel Rymarz and Pawel Zdort will launch Rymarz Zdort in January next year, bringing to an end Weil’s presence in the country after 29 years.

The outpost was the New York-bred firm’s last remaining CEE office after its 11-lawyer Prague team spun off one year ago and its 20-strong Hungarian office joined Bird & Bird in January 2018.

Weil’s Warsaw office opened in 1991 and built its reputation working on several of the largest M&A deals and equity capital markets transactions in the region.

‘Most of the premiere international law firms struggle in Poland with local clients as they cannot be competitive on pricing,’ Zdort told Legal Business. ‘We have always had a very strong local client base and therefore need to be more flexible and innovative in that respect. We have lots of friends at Weil. There is nothing that would prevent us from co-operating, as long as Weil requires legal services in Poland and vice versa.’

The office turns over around $20m. It expanded its tax practice over the summer with a team from Deloitte Legal and plans to grow further with a focus on areas including real estate, white collar and restructuring.

International firms with a presence in Poland include Clifford Chance, Linklaters, Allen & Overy and White & Case. Zdort added: ‘International firms have always been more visible and reputable on the Polish transactional market. The market is lacking a premiere Polish transactional law firm. Our ambition is to be one.’

Weil’s London managing partner Mike Francies (pictured) told Legal Business: ‘It will be good for us and it will be good for them. Prague has gone from strength to strength as an independent firm, Budapest has gone from strength to strength under Bird & Bird. We still work with them, we still have some clients in common. It’s what’s best for those local offices and what’s best for us.’

While the firm has been withdrawing from CEE, it has recently been unusually active in the London lateral market, making five hires this year including restructuring partner Neil Devaney from Akin Gump, Linklaters M&A star David Avery-Gee, banking partner Paul Stewart from Ashurst, private equity partner Mark Thompson from Sidley and tax partner Jenny Doak from Vinson & Elkins. It also promoted four City lawyers to the partnership in its latest, 16-strong promotion round.

Weil’s latest set of financial results showed relatively muted global revenue growth of 5% from $1.39bn to $1.46bn in 2018. Profit per equity partner also rose 5% to $3.83m.

marco.cillario@legalease.co.uk

Legal Business

Weil makes up four in the City as women dominate global promotions for the first time

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Partnership promotions Weil, Gotshal & Manges

In an industry struggling to make good on long-held promises to achieve diversity at the partnership level, Weil, Gotshal & Manges has gone against the grain by making up more women than men to partner for the first time in its latest round.

The firm promoted 16 globally, of which nine new partners were women and seven men. Executive partner Barry Wolf claimed the latest round was the most diverse in the firm’s history.

It is also a step up on last year’s investment in 11 partners globally, of which four were women, while the four new partners in the City exceeded the three promoted last year and the one female London partner this year matched last year’s figure.

The four new City partners are Lewis Blakey (private equity), Clare Cottle (business finance & restructuring), Aron Joy (tax) and Marc Schubert (private funds).

Mike Francies, managing partner of Weil’s London office, told Legal Business: ‘Barry Wolf, the firm leadership and myself in London are very keen on promoting women and inclusion generally and we need to make sure these rounds of diverse promotions continue.  This promotion round is quite diverse, across seven offices, and I am obviously very pleased with our four new partners in London.’

The other promotions spanned corporate, litigation, business finance & restructuring, tax and executive compensation & benefits in Dallas, Frankfurt, Houston, New York, Silicon Valley and Washington DC.

Weil has also recently been unusually active in the London lateral market, making five hires this year including restructuring partner Neil Devaney from Akin Gump, Linklaters M&A star David Avery-Gee, banking partner Paul Stewart from Ashurst, private equity partner Mark Thompson from Sidley and tax partner Jenny Doak from Vinson & Elkins.

nathalie.tidman@legalease.co.uk

Legal Business

Revolving doors: City hires aplenty as Goodwin adds Kirkland PE player and Weil makes restructuring lateral

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Strategic recruitment AshfordsClyde & CoGoodwin ProcterPinsent MasonsTaylor WessingWeil, Gotshal & Manges

Leading US firms have continued to ramp up lateral recruitment in London as Goodwin Procter hired a private equity partner from Kirkland & Ellis and Weil, Gotshal & Manges added to its restructuring bench.

Goodwin hired Kirkland partner Carl Bradshaw to its private equity group. Bradshaw focuses on cross-border private equity deals and has worked on deals including leveraged buyouts, carve-outs, public-to-privates, consortium deals and co-investments.

Goodwin private equity partner Richard Lever told Legal Business: ‘The profile and industry-focus of [Bradshaw’s] client base is entirely consistent with our aim to be the premium mid-market private equity practice in the City operating with clients at the intersection of capital and innovation. We are seeing particular activity in the life sciences, tech – particularly fintech – and business services sectors.’

Meanwhile, Weil added restructuring partner Neil Devaney to its business finance & restructuring practice from Akin Gump Strauss Hauer & Feld. He has experience in cross-border finance, restructuring and insolvency and advises clients on complex, high-value debt restructurings.

Weil managing partner Mike Francies commented: ‘Neil will work closely with our highly regarded team in London and other senior business finance & restructuring leaders around the world to continue to build out our platform in Europe and globally.’

Elsewhere, Taylor Wessing has hired partner Liz Wilson to its tax and incentives practice in London. She joined from Squire Patton Boggs where she was a director. She has experience working on cross-border tax issues within corporate transactions, private equity, commercial agreements, real estate and construction transactions, projects and debt finance.

Taylor Wessing managing director Shane Gleghorn commented: ‘Liz’s appointment enhances our capability, providing more focus for clients and the taxation issues that need to be considered across all of their deals and investments.’

Ashfords has appointed partner Jocelyn Ormond from Simmons & Simmons to its corporate team in its Bristol office. Ormond has experience in advising private equity, venture capital and other funds, public and private companies on mergers & acquisitions, joint ventures, minority investments and equity fundraisings. He will be leading the firm’s focus on healthcare and developing a digital health practice.

Ashfords partner and head of the technology sector and Bristol office Chris Dyson told Legal Business: ‘We see digital health as being an increasingly important focus in the years to come so adding Jocelyn’s specialism to our team puts us in a great position to support this and the wider healthcare market.’

Clyde & Co, meanwhile, hired Janis Meyer, Anthony Davis and Rick Supple from Hinshaw & Culbertson to form part of Clydes’ law firm liability, regulatory and investigations group in New York. Meyer and Davis advise on legal ethics, risk management while Supple is a trial defence lawyer. Clydes launched in New York in 2006 and the latest expansion follows the hiring of a 90-member insurance and litigation team from Sedgwick in December 2017.

Clydes head of the law firm liability, regulatory and investigations group Richard Harrison commented: ‘As law firms have globalised, so too have their legal needs, which is why adding this well respected US team, whom we know well and have worked with for a number of years, is a significant move for us and is part of our strategy of expanding our global advisory and defence capabilities for law firms.’

Finally, Pinsent Masons has hired real estate partner Denis Charles from DLA Piper to its Paris office. The hire follows that of tax and real estate partner Eglantine Lioret and her team who joined the firm’s Paris office in February this year.

Head of real estate at Pinsents, James Crookes, told Legal Business: ‘The appointment of Denis and Elodie is another important step in the growth of our international real estate sector, as we respond to increasing client demand for an integrated, innovative and consistent approach to real estate legal services across a number of key jurisdictions in Europe – one of which is France.’

muna.abdi@legalease.co.uk

Legal Business

Double blow for Magic Circle as US leaders Weil and Skadden secure M&A veterans

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Strategic recruitment Skadden, Arps, Slate, Meagher & FlomWeil, Gotshal & Manges

Leading US firms continue to dominate the London recruitment market with significant appointments from the Magic Circle, as Weil, Gotshal & Manges hired Linklaters’ highly-rated M&A partner David Avery-Gee (pictured) shortly after Allen & Overy (A&O) saw corporate pair Simon Toms and George Knighton jump ship to Skadden, Arps, Slate, Meagher & Flom.

The hire of Avery-Gee is a coup for Weil, which has struggled against more potent US rivals in recent years in London. The office has had setbacks in corporate, including the loss of London managing partner Mike Francies’ protégé Samantha McGonigle, who left after 13 years to co-found a growth fund in February.

Legal Business

Weil’s City office sees 23% profit hike as top-earning partner takes home £1.7m

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Weil, Gotshal & Manges

The City office of Weil, Gotshal & Manges increased revenue 15% from £126.1m to top £144.8m during 2018, the firm’s recent LLP accounts show.

Operating profit surged 23% to reach £70m as the partner profit pool increased 27% from £51.8m to hit £66m in the 2018 financial year. The City office’s top-earning partner took home £1.72m on the back of the profit increase, a 41% increase on the previous year.

The solid financial performance comes in spite of concerted efforts to grow out the London office largely failing to gain momentum, with the exception of the marquee hire of Linklaters’ M&A star David Avery-Gee earlier this week.

Avery-Gee’s hire will be a significant shot in the arm for Weil’s underweight corporate bench and a long overdue kick-start for its M&A ambitions. The office has had notable setbacks in corporate, including the loss of London managing partner Mike Francies’ protégé Samantha McGonigle, who left after 13 years to co-found a growth fund in February. It also lost well-regarded head of banking, Mark Donald, to White & Case in 2018.

The City office has some way to go to address the relatively stunted growth trajectory compared with some of its US-based contemporaries in London. At the end of last year, Weil had 33 partners and 179 fee-earners, a position which has seen it add only 26% to its headcount in the space of five years. Nevertheless, it has outstripped relatively muted global revenue growth of 5% from $1.39bn to $1.46bn in 2018.

Nathalie.tidman@legalease.co.uk