Four Global 100 firms grabbed lead roles advising major financial institutions on a pair of notable transactions this week.
Lloyds Banking Group, the British banking giant created via a merger at the height of the financial crisis in September 2008, has turned to Hogan Lovells and Herbert Smith Freehills for counsel on its latest divestiture.
The two legal giants—themselves the product of major mergers in recent years—are counseling the London-based bank on the $1.1 billion cash-and-stock sale of its asset management unit to Aberdeen Asset Management in a deal that will create Europe’s largest fund manager.
Rachel Kent, head of the financial institutions group at Hogan Lovells in London, and James Palmer, a corporate partner with Herbert Smith Freehills in London, are leading teams of lawyers from their respective firms advising Lloyds on the transaction.
U.K. publication Legal Week notes that when Lloyds slashed by 10 percent its preferred panel of outside legal advisers a year ago this month, neither firm made the cut. Nonetheless, both have continued to advise Lloyds, with Hogan Lovells handling earlier this year its roughly $320 million sale of pub chain Admiral Taverns to private equity firm Cerberus Capital Management.
Lloyds took a reported loss of nearly $800 million on that deal. The bank, which is 39 percent owned by the British government, recently saw its quarterly profits soar to $2.5 billion after suffering a $2.2 billion annual loss earlier this year. Lloyds has been busy in recent months selling off an array of assets in order to streamline its operations, a process that has led the bank to rely on an army of outside legal advisers.
Last month Lloyds tapped Magic Circle firm Allen & Overy and Australian firm Minter Ellison for counsel on the $1.4 billion sale of Down Under operations, according to sibling publication The Asian Lawyer. A&O also handled the $150 million sale of Lloyds’ international private banking arm in May to Switzerland’s Union Bancaire Privee.
Linklaters advised Lloyds in August on the $403 million sale of its German life insurance unit to private equity firm Cinven and insurer Hannover Re, according to German legal publication Juve. The Magic Circle firm also provided Lloyds with counsel on the aborted $2.3 billion sale of roughly 630 bank branches that will now serve as the centerpiece of an initial public offering next year.
Andrew Whittaker, a former legal chief for U.K. regulator the Financial Services Authority, joined Lloyds this year as its new general counsel. He succeeded Harry Baines, who retired at the end of 2012. In September, Lloyds promoted in-house head of M&A Hugh Pugsley—a former Allen & Overy senior associate—to general counsel of group legal.
The Scottish Widows Investment Partnership (SWIP)—the Edinburgh-based unit being sold by Lloyds—was formed in 2000. Lloyds will retain a 9.9 percent stake in the business after its sale to Aberdeen, which is based in the northeast Scottish city of the same name. (Scottish Widows’ life insurance and pension units will remain part of Lloyds.)
Maclay Murray & Spens—which is one of Scotland’s largest law firms and was poised to get even larger until its merger talks collapsed last year with England’s Bond Pearce—is advising longtime client Aberdeen on the deal through financial services head Guy Norfolk, corporate partner Andy Lowe and investment funds partner Nick Rutter. (Rutter came aboard last year, while Lowe joined the firm in July.)
Gordon Brough, a former Maclay Murray partner, serves as Aberdeen’s general counsel and deputy head of risk management. Two other Scottish lawyers, Andrew Laing and John Brett, serve as Aberdeen’s deputy CEO and global head of distribution, respectively.
The Financial Times reports that Aberdeen’s acquisition of SWIP is an audacious bid to seize market share from U.S. asset management giants BlackRock and The Vanguard Group. The deal, under which Aberdeen is buying about $885 million in SWIP shares, is the largest in the Scottish asset manager’s history.
Meanwhile, Weil, Gotshal & Manges is advising the private equity arm of Goldman Sachs Group on its acquisition of events company PSAV Presentation Services. While terms of the deal were not disclosed, Reuters put the purchase price at roughly $900 million, citing sources familiar with the matter.
Weil corporate department chair Michael Aiello, who joined the firm in a high-profile lateral move from Dewey Ballantine in 2007, is leading a team advising Goldman that includes banking partner Allison Liff and associates Banks Bruce, Sachin Kohli, Michael Ray and Adam Templeton. Liff returned to Weil earlier this year from Goldman, where she a managing director and associate general counsel.
Goldman’s current general counsel is Gregory Palm, a former U.S. Supreme Court clerk who went on to become a partner at Sullivan & Cromwell before joining Goldman in 1992. Former O’Melveny & Myers partner Alan Cohen joined Goldman in 2004 and currently serves as its global head of compliance.
Another former Supreme Court clerk, Adebayo Ogunlesi, has served as an independent member of Goldman’s board of directors since last year. (Ogunlesi worked as an associate at Cravath, Swaine & Moore before moving on to become Credit Suisse’s global head of investment banking.) Goldman’s chairman and CEO Lloyd Blankfein is a Harvard Law School graduate who practiced briefly at old-line New York firm Donovan, Leisure, Newton & Irvine before joining Goldman in 1982.
Long Beach, Calif.–based PSAV, which was founded in 1937 and is now owned by private equity firm Kelso & Company, merged a year ago this month with Swank Audio Visuals. Whit Markowitz serves as PSAV’s chief legal officer.
Debevoise & Plimpton is advising Kelso on its sale of PSAV through private equity cochair Margaret Andrews Davenport, tax partner David Schnabel and executive compensation and employee benefits partner Jonathan Lewis. Former Debevoise associate James Connors II serves as general counsel and chief compliance officer for Kelso, where former Cravath associate and ex-Skadden, Arps, Slate, Meagher & Flom M&A partner Michael Goldberg is a principal.
Debevoise has handled transactional matters for New York–based Kelso in the past, including its $178.5 million bid for EACOM Timber earlier this year. The firm also advised Kelso portfolio company Tallgrass Energy Partners on its $1.8 billion buy of pipeline and processing properties last year, as well as Kelso’s acquisitions of the Logan’s Roadhouse restaurant chain and a minority stake in investment bank Sandler O’Neill in 2010.
Reuters reports that Goldman beat out private equity firms Bain Capital and Crestview Partners to acquire PSAV from Kelso, which bought the company for $413 million in 2007. The deal comes as demand for conferences and events has increased. The New York Times reported last month that media companies in particular have come to increasingly embrace such gatherings as an important revenue stream.