UPDATE, 6/21/2013, 11:15 a.m. EDT: Additional Clifford Chance attorneys who had been advising on the abandoned Springer IPO have been added to the article's final paragraph.
After weeks of speculation over whether Springer Science & Business Media would sell itself or go forward with a planned initial public offering, the company said Wednesday it has opted for the former.
Freshfields Bruckhaus Deringer is advising European private equity firm BC Partners on its $4.4 billion purchase of the Berlin-based academic publisher from two majority shareholders: private equity firm EQT Partners and sovereign wealth fund the Government of Singapore Investment Corporation (GIC). Springer has called off plans for an IPO, with CEO Derk Haank saying in a statement that the sale to BC "will add significant value to our business and its continued growth prospects."
Springer publishes academic texts in such fields as science, technology, and medicine, including more than 8,000 new titles last year. The company said at the beginning of June that it would look to raise nearly $1 billion in an IPO, but Bloomberg reported last week that Springer was leaning toward selling itself to BC due to concerns that the public offering would not reach the desired value. (Bloomberg, citing anonymous sources, reported at the time that BC was offering about $4.1 billion for Springer.)
Financial Times reports that Springer decided earlier this week to spurn BC's offer and go forward with the IPO but ultimately struck a deal when the buyer raised its bid to $4.4 billion. FT added that the transaction is Europe's largest private equity deal since the beginning of the economic crisis.
BC said in its announcement that it plans to grow Springer by expanding its subscription business while also focusing on open access publishing and sales in emerging markets. Springer has more than 7,000 employees and reported sales of $1.3 billion in 2012. EQT and GIC will stay on as minority shareholders in Springer, BC said.
Freshfields is advising BC with a team led by Hamburg-based corporate partners Nils Koffka and Jochen Ellrott. Koffka worked with BC on last year's public offering of a 13.3 percent stake in German chemical company Brenntag that the private equity firm had owned along with Bain Capital and Goldman Sachs.
The Freshfields team advising on the Springer purchase also includes IP partner Jochen Dieselhorst, banking partner Yorck Jetter, finance partner Ian Frost, securities partner Simone Bono, and antitrust partner Michael Esser. Associates on the deal are Robert Auer, Stefanie Böhnstedt, Natascha Doll, Christoph Hinrichsen, Viva Jung-Heiliger, Sebastian Köhler, Sebastian Naber, Anselm Rodenhausen, Malte Schafstedde, and Jacqueline Stein-Kaempfe.
In 2009, Freshfields was on the other side, representing Springer and its former owners—private equity firms Cinven and Candover—in the sale of the academic publisher to EQT and GIC for roughly $3 billion. German firm Hengeler Mueller advised both EQT and GIC in that deal, according to German legal publication JUVE.
Hengeler Mueller is once again advising EQT in the sale of Springer after also having advised the private equity firm in connection with the now-cancelled Springer IPO. Munich-based M&A partners Hans-Jörg Ziegenhain and Alexander Nolte are leading the firm's team working on the sale. Tax partner Matthias Scheifele, finance partner Daniel Weiss, labor partner Christian Hoefs, corporate partner Maximilian Schiessl, telecommunications partner Albrecht Conrad, corporate counsel Attila Oldag, and senior associates Thomas Paul and Fabian Seip are also working on the sale. Other associates on the deal are Matthias Berberich, Lisa Friedsam, Sonnhild Heinsch, Robert Kilian, Thomas Krawitz, Benedikt Migdal, Eckbert Müller, Anna Schulz, and Peter Wehner.
The separate Hengeler Mueller team that had been working on the Springer IPO included Schiessl and corporate partners Dirk Busch and Reinhold Ernst.
Hengeler Mueller provides frequent counsel to EQT, including working with Cravath, Swaine & Moore to advise the buyout shop on its 2011 sale of cable operator Kabel Baden-Württemberg Group to Liberty Global for $4.5 billion.
German firm P&P Pöllath & Partners is also providing advice to EQT on the sale of Springer.
U.K. firm Simmons & Simmons is advising GIC with a team led by corporate partners Matt Rees and Oliver Beyer, as well as financial services partner Jochen Kindermann, according to JUVE.
Meanwhile, Springer's management is being represented by a Clifford Chance team led by Düsseldorf-based M&A partner Christoph Witte along with associate Werner Brickwedde. Employment partner Thomas Hey, also in Düsseldorf, had been advising management in connection with the called-off IPO, according to JUVE. Counsel Sara Schermerhorn and counsel Robert Stone, as well as senior associates Corinne Klesius and Tobias Ozimek, had also been advising on the IPO along with associates Hein van den Hout, Loes Mensink, and Lynne Nissen.