Deal Watch: Saudi Aramco's IPO Whiplash
Moving targets and shifting Saudi politics have kept White & Case and Latham & Watkins—not to mention investors—on their toes.
November 22, 2019 at 03:11 PM
7 minute read
The original version of this story was published on The American Lawyer
With their roles advising on the historic Saudi Aramco IPO, White & Case and Latham & Watkins have had a front-row seat for what may still wind up being the biggest offering in history.
But given the deal's twists, the backdrop of royal intrigue, the stakes and the secrecy involved, no one is going to mistake this one as easy money for the lawyers.
For one thing, as The Wall Street Journal reported on Friday, the changing valuation of Saudi Aramco (from about $2 trillion down to $1.6 trillion to $1.7 trillion) and the size of the listing (from 5% of the company down to 1.5%) have made for a moving target.
Then there's the shifting politics and personnel – with Prince Mohammed bin Salman gradually sidelining more cautious Saudi players during his long quest for an IPO, per the Journal's account.
For White & Case, which is advising the company, it's hard to imagine a more internecine backdrop for a major client representation – especially with so much money in the balance. Despite the slimmed-down offering, the top valuation of $25.6 billion is still expected to beat Alibaba's $25 billion IPO in 2014 as the largest of all time.
For Latham, which is advising the joint financial advisers, coordinators, bookrunners and underwriters in relation to the international offering, Saudi Arabia's about-face on who will be allowed to purchase institutional shares – tilting the IPO toward local and regional investors – transforms the scope of the representation.
The international banks are certainly going to take a hit as Bank of America, Citigroup, Credit Suisse Group AG and Goldman Sachs have all been told to submit their orders for the IPO through two local Saudi lenders, Samba Financial Group and National Commercial Bank, as well as HSBC Holdings, rather than coordinating orders themselves.
What do the individual lawyers on the deal make of all this? Not surprisingly, they aren't saying. The firms declined to identify the partners involved or to comment on their work. The IPO prospectus gives only the firms' names and general roles. The email addresses assigned to many of the advisers – variations on "project alpha" – signal how careful the parties have been about leaks.
The secrecy doesn't seem to bother some institutional investors, though. Reuters reported on Thursday that the institutional tranche of ARAMCO's offering was oversubscribed. As of Thursday afternoon, the retail portion saw $2.67 billion in orders.
Deal Watch took a short break, so here are some of the more notable deals of the past couple of weeks:
Stryker/Wright Medical Group
Kalamazoo, Michigan-based Stryker has agreed to purchase Amsterdam-based medical device company Wright Medical Group for $30.75 per share, accounting for $5.4 billion in total enterprise value. Wright specialises in medical devices that focus on extremities (hands, feet, elbows, ankles) and biologics. The $30.75 purchase price represents a 52% premium over the company's 30-day volume-weighted closing price that ended on October 31. Wright has annual sales around the $1 billion mark.
Skadden, Arps, Slate, Meagher & Flom for Stryker/Ropes & Gray for Wright Medical Group
Fujifilm/Xerox
After 57 years of partnership, Fujifilm is purchasing the last 25% of Xerox's holdings in the joint venture between the two companies, Fuji Xerox, for $2.3 billion, effectively ending the alliance. As part of the deal, Fujifilm will drop its $1 billion lawsuit against Xerox for backing out of a merger with it 2018. The former joint venture sold printers and copiers in the APAC region and had about $9.3 billion in sales last year, according to the company site. Fuji Xerox was established in 1962.
Morrison & Foerster for Fujifilm/King & Spalding for Xerox
Yageo/KEMET
New Taipei City-based electrical component manufacturer Yageo has agreed to purchase Florida-based electrical component company KEMET in an all-cash transaction valued at $1.8 billion, including the assumption of debt. The $27.20 per share price tag represents a 26% premium to KEMET's volume-weighted average price during the past 30 days. KEMET, founded in 1919, has 14,000 employees and 23 manufacturing facilities across 22 countries. The combined company says it will be a "one-stop shop" for passive electronic components including tantalum capacitors, ceramic capacitors, magnetic sensors and actuators, and film and electrolytic capacitors. The transaction has been approved by the boards of both companies
Simpson Thacher & Bartlett and Tsar & Tsai Law Firm for Yageo/Skadden, Arps, Slate, Meagher & Flom for KEMET
Open Text/Carbonite
Canadian enterprise software management company Open Text has agreed to purchase Boston-based data protection and cybersecurity company Carbonite for $23 per share, adding up to a valuation of $1.42 billion purchase price. The cost is a staggering 78% premium against the company's share price when media speculation of the deal first went public in September of 2019. Although Carbonite reported a 62% increase in third-quarter revenue year over year, the company also disclosed a net loss of $14 million compared to a net profit of $600,000 in 2018.
Cleary Gottlieb Steen & Hamilton for Open Text/Skadden, Arps, Slate, Meagher & Flom for Carbonite
Advisor Group/Ladenburg Thalmann Financial Services
Phoenix-based Advisor Group, a large independent wealth management firm, has agreed to acquire Miami-based Ladenburg Thalmann Financial Services for a share price of $3.50 per share, adding up to an enterprise value of $1.3 billion. Advisor Group serves more than 7,000 independent financial advisers, who collectively oversee $271 billion in assets. LTFS has a bevy of independent advisory and brokerage firms under its umbrella, including Securities America, Triad Advisors, Securities Service Network, Investacorp and KMS Financial Services.
Kirkland & Ellis, Greenberg Traurig and Eversheds for Advisor Group/Sullivan & Cromwell for Ladenburg Thalmann Financial Services
Saint-Gobain/Continental Building Products
French building product designer and manufacturer Saint-Gobain has agreed to a cash purchase of Herndon, Virginia-based Continental Building Products for $1.4 billion, or $37.00 per share. CBP produces gypsum wallboard and complementary finishing products for the construction industry. Saint-Gobain, which started out as a mirror manufacturer, now produces a variety of building products and operates in 68 countries, generating $48 billion in annual revenue.
Cleary Gottlieb Steen & Hamilton for Saint-Gobain/Gibson, Dunn & Crutcher for Continental Building Products
Apollo Global Management/Tech Data
Heavyweight investment fund management company Apollo Global Management has agreed to purchase Clearwater, Florida-based technology distributor Tech Data for $5.4 billion, or about $130 per share. The price is a 24.5% premium over TD's volume weighted share closing price from October 15. Tech Data, which is ranked 88th in the Fortune 500, is one of the largest tech distributors in the world, sending a variety of software and hardware products through the channel for purchase by businesses and end users.
Wachtell, Lipton, Rosen & Katz and Paul, Weiss, Rifkind, Wharton & Garrison for Apollo Global Management/Cleary Gottlieb Steen & Hamilton for Tech Data
Roche/Promedior
Swiss multinational healthcare company Roche has entered into an agreement to purchase clinical stage biotechnology company Promedior for $1.39 billion. The purchase will give Roche access to all of Promedior's molecules including the PRM-151, which is used to treat serious cystic fibrosis. Roche will make an initial payment of $390 million and then up to another $1 billion if "predetermined development, regulatory and commercial milestones" are hit, according to a press release from Promedior.
Davis, Polk & Wardwell for Roche/Goodwin Procter for Promedior
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