Acquisition finance
2008 was a year of little activity. The few ‘new money’ deals completed were closed before the Lehman Brothers collapse in September. Lawyers agree the age of the multibillion-pound leveraged buyout will not return for years. Future deals will involve significantly less leverage, will mostly be in the middle market, and overseas jurisdictions will be a focus. Lending lawyers are now emphasising their restructuring prowess, and redundancy stalks departments used to a flow of large deals. The largest teams, notably at Allen & Overy LLP and Clifford Chance, are the scene of much of the pain. They remain in the top tier for now - their core strengths remain in place - but the gap to the chasing pack narrows.
Banking powerhouse Allen & Overy LLP remains ‘a class outfit’ and a top choice due to its depth of expertise, global coverage, unmatched track record with lenders, and growing experience on the borrower side. Recent highlights for the firm, which has outstanding partners in Tim Polglase and Robin Harvey, includes advising the lenders on the €425m financing of the €750m secondary leveraged buyout of TMF by Doughty Hanson. The ‘commercial and detailed’ Andrew Bamber is set to join Berwin Leighton Paisner.
Clifford Chance retains its place in the pantheon for both lender and sponsor work. It has great geographic reach, is active from the mid market up to the biggest deals, and shows the breadth of expertise to handle anything from restructurings to infrastructure financings. It ‘keeps in full control of the process’, ‘works in the best interests of clients’ and has ‘excellent’ partners including Mark Campbell, Mark Stewart, James Johnson, Malcolm Sweeting and Alan Inglis. Standout recent work includes acting for Citi and RBS on the £13.6bn refinancing of BAA.
Praised for its ‘good knowledge and responsive, commercial advice’, Linklaters LLP advised on some of 2008’s standout deals, representing the lenders on the US$4.95bn Convatec acquisition, and advising Global Infrastructure Partners and Montagu Private Equity on the financing of their £1.7bn offer for Biffa. The team provides an ‘overall service which is second to none’ and includes impressive partners in David Ereira, Gideon Moore, Nick Syson and Stephen Lucas. During the boom the firm’s immense popularity with sponsors secured it substantial lender mandates; time will tell if its banking relationships prove as secure as the other top-tier firms.
In 2008 Ashurst LLP’s ‘very good’ 20-partner team, including Mark Vickers, Nigel Ward and Helen Burton, was sustained by a good volume of mid-market deal flow and played a part in a number of the year’s standout transactions, for example advising JPMorgan on Lion Capital’s acquisition of FoodVest, and acting for Autonomy on a US$200m facility for the acquisition of Interwoven. The firm’s balance of sponsor and bank clients should ensure the firm remains well positioned going forwards.
Freshfields Bruckhaus Deringer LLP continues to gain instructions from its quality borrower clients, and was instructed on a number of debt buyback transactions in 2008. Its strength in restructuring and recent efforts to build its banking client base have also sustained its popularity with lenders. Key partners include David Winfield, Mike Goetz and the ‘amazing’ Maurice Allen, while recently promoted partner Alex Mitchell is making an impact, notably advising Macquarie on the financing of its acquisition of Condor Ferries.
White & Case LLP stands out for its strengths in high yield, its global coverage, and its diverse work for banks like BNP Paribas, Citigroup, Deutsche Bank, and more recently Goldman Sachs. The London office’s ‘strong debt team’ is praised for the ‘very good knowledge and attention to detail’ of its ‘high-quality individuals’, notably practice head Christopher Kandel and the ‘pragmatic and hands-on’ Antonia Rawlinson. Recent highlights include advising the lenders on the US$2.65bn financing of Fresenius’ merger with APP Pharmaceuticals.
In addition to advising leading US private equity groups, notably TPG, on tricky financings in Europe, Cleary Gottlieb Steen & Hamilton LLP’s London finance partners, Glen Scarcliffe and the ‘technically excellent’ Andrew Shutter are frequently instructed on financings involving large cross-border trade acquisitions across the globe; advising Reliance Communications on a US$20bn facility to acquire MTN in 2008 is a notable example.
Rated ‘the best in the mid-market’ by some, DLA Piper UK LLP is a favourite among domestic lenders and also has a good record with borrowers. In 2008 it advised on 32 transactions worth some £4bn; advising the lenders on Close Brothers’ acquisition of The Energy Cranes Group was a notable highlight. The team - under the ‘persuasive, tenacious and commercial’ Philip Butler - includes quality partners in John Cutler, David Miles and Peter Crichton.
‘As good as the best, but with a more personal approach’, Herbert Smith LLP’s ‘outstanding’ six-partner team includes the ‘useful’ Ian Yeo. It has some blossoming lender relationships but is particularly strong for deals involving multinationals, for example advising Tata Motors on the financing of its purchase of Jaguar Land Rover. The team is notable for its cross-border capabilities and strength in shari’ah compliance, and the firm’s unmatched reputation in litigation makes it attractive for work on soured deals.
Praised for its ‘seamless advice’ and ‘clear explanations’, Kirkland & Ellis International LLP’s versatile sponsor-side practice continues to impress, with Stephen Gillespie considered ‘a true expert in leveraged finance and debt’. The firm’s clients include leading private equity houses from both sides of the Atlantic. It was an early pioneer of the debt buy-back transaction, and notably advised Bain Capital on its buy-back of Edcon debt.
The seven-partner group at Latham & Watkins, including the recommended James Chesterman, Dan Maze and Christopher Hall, remains popular with both borrowers and lenders, particularly for financings involving significant international elements. Recent highlights include advising Goldman Sachs, RBS and Lloyds TSB on the US$600m mezzanine financing of First Reserve’s acquisition of Abbot Group.
Lovells LLP’s practice under the ‘terrific’ Matthew Cottis has cultivated staunch relationships in the leveraged lending community, providing it with an excellent range of big-ticket work. Standout deals for 2008 included advising EDF on the debt financing of its £12.65bn acquisition of British Energy, and the lenders on the £1.23bn acquisition of Biffa by Montague Private Equity and Global Infrastructure Partners.
Well known for its work for private equity borrowers, Macfarlanes LLP’s efforts to diversify by expanding its range of lender and corporate borrower work is now paying dividends. Julian Howard’s ‘outstanding’ six-partner practice is deemed ‘excellent on all counts’, and advised on some surprisingly large transactions in 2008, notably advising Alcoa on a £1.2bn facility to fund its Rio Tinto dawn raid.
Popular for large cross-border deals, Shearman & Sterling LLP is valued for its transatlantic resources in banking, capital markets and restructuring. Clifford Atkins ably leads the London leveraged finance group, while office managing partner Anthony Ward demonstrates ‘the right mixture of legal and technical skills’ for lending work. Acting for Abu Dhabi United Group on the financing of its purchase of Manchester City FC was a notable deal for the team in 2008.
A traditional ‘behemoth’ in US leveraged finance, Simpson Thacher & Bartlett LLP has built a very active practice in London under ‘heavyweight’ partner Tony Keal, who has extensive experience with lenders and benefits from a stream of instructions from the firm’s prime US fund clients such as KKR and Silver Lake.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP’s London team of Mark Darley, Clive Wells and Pete Coulton is active on the borrower side for a diverse range of corporates and funds. Doughty Hanson is a particularly active client, while recent highlights include its continuing representation of LyondellBasell on the debt financing of the US$20.9bn merger of Basell and Lyondell Chemical.
Praised for its ‘sensitive advice’, Slaughter and May is strong on the borrower side, particularly when acting for its unmatched corporate client base. It comes into its own on complex matters, with recent highlights including advising Cemex on a US$15bn refinancing, and acting for Morgan Stanley Real Estate on the restructuring of £1.5bn debt facilities of Four Seasons Health Care. Philip Snell is recommended.
Traditionally sponsor-focused, Weil, Gotshal & Manges merged its banking and securitisation groups recently to create a more flexible and comprehensive offering to lenders, and a more bespoke borrower service. Jacky Kelly now heads the combined group which is praised for its ‘deep knowledge, responsiveness and professionalism’ and includes the recommended Stuart Hills and Michael Nicklin. Securing finance for Lion Capital to fund its acquisition of Foodvest was a notable highlight in 2008.
Rated as ‘very good for mid-market deals’, Addleshaw Goddard LLP enjoyed a relatively strong year in 2008. Its advice to the Co-Operative Group on the financing of the £1.57bn purchase of Somerfield was a highlight, and it continued to build relationships with key lenders such as HSBC and Barclays. Key partners include practice head Richard Papworth, the ‘knowledgeable and hardworking’ Phillip Slater and the ‘tremendously organised’ Lucy Newcombe.
Baker & McKenzie LLP offers a strong service under Bernard Sharp, particularly for transactions within CEE, Scandinavia and Germany. It is winning more lender-side work nowadays via partner Nick Tostivin, who is developing solid banking relationships, notably with JPMorgan. The firms also acts for funds such as Mid-Europa Partners and EQT.
Praised for its ‘experience and depth of know-how’, Berwin Leighton Paisner LLP picks up instructions from some of the major UK leveraged lenders, as well as advising borrowers. It recently advised Castle Holdings on £259m of syndicated term and revolving facilities. John Hayward heads the three-partner practice, which is set to be joined by the highly rated Andrew Bamber from Allen & Overy.
Highlights for CMS Cameron McKenna LLP included advising Barclays, Lloyds TSB and WestLB on the senior and mezzanine facilities for the £108.5m take-private acquisition of Premier Research Group. Will Meredith’s team advises both banks and borrowers in the mid-market and was sustained by a range of regional transactions in 2008.
Peter Hockless’ four-partner practice at Debevoise & Plimpton LLP provides specialist leveraged and fund financing advice to a number of prominent US funds. Various transactions completed for Clayton, Dubilier & Rice over the years stand out, among them a senior and mezzanine financing for the £417m acquisition of Bodycote Testing Group.
Denton Wilde Sapte LLP’s practice, under Catherine Astruc, benefits from a good geographic spread, a Middle East presence, and the close integration of the firm’s banking and restructuring teams. Its client base is largely lender-focused, and includes GE Capital and Lloyds TSB.
SJ Berwin LLP has an excellent range of sponsor clients, but has been ramping up its lender offering over recent years. Recent highlights include advising Bank of Scotland on the debt funding of Global Radio’s £375m recommended bid for GCap Media. Stuart Brinkworth and Jeremy Cross are recommended.
Simmons & Simmons continues to recruit fresh blood into its banking group, with Alyson Lockett and Simon Fraser joining from Allen & Overy LLP and SJ Berwin LLP respectively. The team, under Mark Norris and Simon Middleton, advises various lenders, and the firm’s hedge fund expertise adds an extra dimension that may prove helpful in the distressed arena.
Particularly active on the borrower side for private equity funds like 3i and Bridgepoint Capital, Travers Smith LLP’s ‘first-rate’ team, under Jeremy Walsh, is praised for its ‘commercial and practical advice’ and its ‘level of lead-partner involvement’.
Dewey & LeBoeuf’s London team, under Bruce Johnston, advises major global banks on complex financings across EMEA, in particular Russia and the CIS.
Fried, Frank, Harris, Shriver & Jacobson (London) LLP offers an ‘excellent overall service’, and stands out for its advice to mezzanine providers globally, notably Goldman Sachs Mezzanine Partners.
Mayer Brown International LLP’s focus on the asset-based lending sphere and ‘top-notch service’ are helping it cement relationships with major banks.
Milbank, Tweed, Hadley & McCloy LLP’s Suhrud Mehta is ‘very good and very sharp’.
Michael Ings at Norton Rose LLP is a ‘very commercial individual’.