Five years after Best Buy entered Europe through a $2.15 billion joint venture deal, the world’s largest consumer electronics retailer has tapped one of the world’s largest firms for counsel on its $775 million exit from the continent.
Baker & McKenzie has taken the lead advising Best Buy on the cash-and-stock sale of its 50 percent stake in Best Buy Europe, a joint venture with London-based partner and independent mobile and home phone retailer The Carphone Warehouse Group that operates almost 2,400 stores in eight countries. Best Buy, which announced it will take a $200 million asset impairment charge as part of the sale, has been scaling back its global ambitions to focus on its home market.
Leading the team from Baker & McKenzie are corporate partners Nick O’Donnell, Michael Herington, and Alan Zoccolillo Jr.; tax partners Scott Brandman, Geoffrey Kay, Thomas May, John McDonald, and Christine Sloan; senior corporate associates Susannah Davies, Marni Riley, and James Wilson; and antitrust associate Laura Cleminson. (O’Donnell, the lead partner on the transaction, was elected to the 4,000-lawyer global legal giant’s partnership last year.)
Keith Nelsen, Best Buy’s chief risk officer and general counsel, is leading an in-house team also working on the big box retail giant’s European exit, along with chief compliance officer and deputy general counsel Todd Hartman and senior corporate counsel Eric Halverson.
The deal effectively marks the end of Best Buy Europe, as the continent’s economic troubles and a shift in consumer spending from traditional brick and mortar stores to online have put a dent in the suburban Minneapolis-based company’s bottom line. The $775 million sale price is less than half of what Best Buy paid to enter Europe back in 2008.
“[Best Buy] basically paid 1.1 billion [British pounds] for the same half they are selling back to us today for a lot less,” Carphone Warehouse CEO Roger Taylor told Reuters. “When they bought in they had aspirations to put Best Buy stores across Europe, and they probably paid a premium for that, and in the end that strategy didn’t work for many reasons.”
Best Buy, which enlisted comedian Amy Poehler for a high-profile Super Bowl advertisement in February to tout its potential turnaround, has had somewhat of a rough ride in recent months.
The Am Law Daily reported a year ago this month on Best Buy’s hire of Wilmer Cutler Pickering Hale and Dorr securities practice chair and leading corporate governance expert William McLucas to advise an audit committee of the company’s board of directors probing the personal conduct of former CEO Brian Dunn. The scandal shed light on Best Buy’s long-standing ties to Robins, Kaplan, Miller & Ciresi and name partner Elliot Kaplan, a key legal adviser to the company who stepped down from a seat on its board in June 2011.
Dunn eventually resigned after admitting to an inappropriate relationship with a female employee. Dunn’s departure was followed in May 2012 by the resignation of company founder and chairman Richard Schulze, who subsequently hired Shearman & Sterling to help him launch an $8.8 billion bid to take Best Buy private last summer, according to our previous reports.
But buyout talks eventually broke down—Schulze officially abandoned his offer earlier this year and returned to the company as chairman emeritus in March—and new Best Buy CEO Hubert Joly has promised to retool executive compensation and corporate governance practices, even as Best Buy’s profits have faltered and the retailer trimmed 400 jobs at its Minnesota headquarters. (Best Buy’s chief ethics officer is Kathleen Edmond.)
Best Buy recently added another outside firm to its roster, hiring Blank Rome to lobby on sales tax legislation currently before Congress, according to a report this month by sibling publication The Blog of Legal Times. U.S. Senate lobbying records show that Shimon Stein and J. Michael Hogan from Blank Rome government relations are leading a team from the firm working on the matter.
Best Buy also has its own in-house lobby team led by government relations directors Blake Hanlon, Mike Hiltner, Laura Bishop, and Parker Brugge, according to Senate records, which show the foursome advocated for their employer on possible expansion of the World Trade Organization’s Information Technology Agreement, proposals regarding fees for credit and debit cards, and issues tied to proposed regulations by the National Labor Relations Board. (Best Buy spent roughly $2 million on lobbying in 2012.)
Several other firms that also handle various legal and lobbying matters for Best Buy, according to an annual report by sibling publication Corporate Counsel, have a vested interest in the retailer’s future success.
Dorsey & Whitney advised Best Buy on its $167 million takeover of IT company MindShift Technologies in November 2011, the same month that Best Buy also announced it would pay more than $1.3 billion to Carphone Warehouse to obtain full ownership of their U.S. cell phone joint venture Best Buy Mobile.
Baker & McKenzie counseled Best Buy on that deal, while Carphone Warehouse turned to longtime outside counsel Osborne Clarke. The British firm also took the lead representing Carphone Warehouse on its initial partnership with Best Buy back in 2008, and Osborne Clarke has once again reprised its role on the company’s current purchase of Best Buy’s European joint venture interest through capital markets partner Jonathan King and tax partner Michael Bell, according to U.K. publication The Lawyer, which notes that Magic Circle firm Clifford Chance and offshore shop Mourant Ozannes have grabbed finance roles on the transaction.
As for Best Buy, its myriad outside lawyers will be watching closely to see whether or not the company can avoid the fate of former competitors like Circuit City, CompUSA, and Nobody Beats the Wiz, all of which eventually disappeared from the electronics retail space.