Deliver us from navel-gazing – some interesting deals at last
In what will hopefully prove a sign of slightly less deal-phobic times, the emergence of a couple of interesting corporate bids has given me something to write about other than The Future Of Law (all well and good, but you can have too much of a good thing). The deals in question are Liberty Global's €3.5bn (£3.1bn) takeover of German cable group Unitymedia and the merger agreement between British Airways (BA) and Spanish flag carrier Iberia.
November 13, 2009 at 12:29 PM
4 minute read
In what will hopefully prove a sign of slightly less deal-phobic times, the emergence of a couple of interesting corporate bids has given me something to write about other than The Future Of Law (all well and good, but you can have too much of a good thing).
The deals in question are Liberty Global's €3.5bn (£3.1bn) takeover of German cable group Unitymedia and the merger agreement between British Airways (BA) and Spanish flag carrier Iberia.
Both have plenty to attract the attention of seasoned deal lawyers. In particular, many will marvel at the jammy timing of Messrs Goetz and Allen to have landed the work on the €2.5bn (£2.2bn) high-yield bond issue to finance Liberty's bid.
Barely had the high-profile duo walked through the doors of Ropes & Gray's new London office than old client Liberty calls – handy when you've just been given a high-stakes City launch for one of the US's biggest law firms and the knives are out. But, hey, they built the relationship, the big deal came, and that's how it works. Legal Week has been one of many to voice some scepticism about the pair's career path since they this summer crashed out of Freshfields' finance practice, but if the magic is to work like it did back at White & Case, Ropes & Gray looks as likely a bet as you can imagine.
And the Liberty deal is more significant to M&A lawyers than another chapter in the Maurice and Mike story. It's one of the largest media deals completed since the credit crunch battered the sector two years ago, and it will be seen as a much-needed fillip for the buyout industry in general. As the largest private equity exit seen in Europe this year, there's no doubt it's been a highly profitable deal for the vendors BC Partners and Apollo, with BC forecasting a 40% annual return on equity.
Given the pounding sponsors have taken from the credit squeeze, and criticism that their once-lauded deal prowess mainly relied on oodles of cheap debt, it goes without saying such developments are extremely welcome for sponsors and their counsel. Coming after the $2.6bn (£1.57bn) exit in September by Blackstone and Lion Capital on Orangina Schweppes, which generated roles for Clifford Chance (CC) and Weil Gotshal & Manges, hopes will be rising that private equity is finally bumping off the bottom of the hole it was dumped into in the summer of '07.
Liberty's tactics at rapidly putting together a deal with such a large bond element is also evidence that the predicted wave of high-yield issuance in Europe, as borrowers bypass over-cautious banks, is more than just advisers' wishful thinking.
Also interesting is the news today of BA's merger agreement with Iberia. This bid had a chequered history, with the pair beginning torturous merger talks last summer as the battered airline industry searched for ways to cut costs. (The previous year, BA had been attached to an abortive plan to team up with a private equity consortium to acquire Iberia). Even now, both will have to navigate complex industrial relations issues and a gapping deficit in BA's pension fund to secure the deal to create the third largest carrier in Europe.
It's been an eventful deal for the lawyers, with Garrigues and Norton Rose instructed six months ago to act for Iberia. Though the exact position is unclear, it appears the pair has taken over the lead advisory role originally held by Allen & Overy (A&O), a rare case of swapping horses midway through in a major bid (A&O declined to comment). Iberia seems to have form for this, as it originally instructed CC on the 2007 consortium approach.
All in all, a deal to watch. Welcome back!
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