Dealmaker of the Week:
Peter Finlay of
White & Case

As lead counsel on the recent $2.5 billion merger between Acergy S.A. and Subsea 7 Inc., Peter Finlay, a corporate partner based in White & Case‘s London office, found himself in the thick of the deal just as the World Cup soccer tournament was kicking off. In fact, Finlay was so consumed with the negotiations and with coordinating the work of several teams of lawyers, that he missed all three of England’s World Cup group-stage matches.

“That might not have been a bad thing,” the Irishman says with a laugh, admitting that he’s rooting for the Three Lions to advance in the tournament.

“There were very regular teleconferences with lawyers from a lot of different time zones and disciplines,” he says. “There were a lot of long days. I have no idea how many hours I spent on the case, but I can say that I did not get much sleep once it got going.”

Finlay, who has handled several transactions for Acergy over the last ten years, knew he had a logistical challenge on his hands with this deal. There was the matter of coordinating and managing the work of lawyers from Luxembourg, Norway, the Cayman Islands, and the U.K., not to mention the various in-house lawyers. “The in-house lawyers basically camped in our office,” says Finlay.

A multinational team was necessary, Finlay explains, because the deal involved a number of different laws and jurisdictions. Subsea is based in the Cayman Islands and listed in Oslo, while Acergy is based in Luxembourg and listed on the Nasdaq with a secondary listing also in Oslo. And, Finlay adds, “Another reason is the way the merger will actually happen, through a Cayman Islands scheme of arrangements, which is a form of merger which is very similar to a merger under English law in that the courts have to approve it.“ Once the merger takes effect, he says, it will do so on an application to a Cayman Islands court.

Such multinational matters are not uncommon for White & Case and its lawyers. The firm recently negotiated a $1.8 billion merger between Russian dairy company Unimilk and the Russian arm of French food company Danone, and it advised Life Healthcare Group Holdings Limited on its $680 million initial public offering on the Johannesburg Stock Exchange. “If you look at the stats, this has been one of the weaker years for M&A deals. However, we have been lucky as we’ve been very busy in London. It’s been a much busier first 6 months of the year than in 2009,” says Finlay. His own client list includes Coca Cola, BAA/Ferrovial, Norske Skog, and Saudi Aramco.

A deal between an offshore engineering company and an oil services company is sure to raise some eyebrows in light of the BP oil disaster in the Gulf of Mexico, but Finlay cautions against drawing broad conclusions. “The ongoing consolidation of the oil and gas sector is something that we’ve been seeing since January,” Finlay says. “It’s not being driven by this tragic accident. Part of it is the increasing extraction costs, the need to really deploy particular expertise and basically have your eggs in several different baskets.”

This article first appeared on The Am Law Daily.