July was a busy month for billion-dollar M&A deals, as the European market began to show signs of recovery from last year’s Brexit-induced shock, although the ensuing transactional trauma did not prove to be as devastating as initially feared.
The U.K.’s Worldpay Group plc kicked off this month’s deal frenzy with its $10 billion bid for Cincinnati-based credit card processor Vantiv Inc., a union that London-based sibling publication Legal Week noted yielded key roles for Allen & Overy and Skadden, Arps, Slate, Meagher & Flom.
Payment systems transactions proved to be popular in July, as British online payment company Paysafe Group plc announced last week that it had received a $3.8 billion takeover bid by a consortium led by private equity firms The Blackstone Group LP and CVC Capital Partners LP.
A team of lawyers led by London-based Latham & Watkins corporate partners David Walker, Kem Ihenacho and Richard Butterwick are representing the consortium on the offer, according to U.K. publication Legal Business, while Hogan Lovells corporate partners Maegen Morrison, Don McGown and John Connell have lined up for Isle of Man, England-based Paysafe.
That bid came the same day that Paysafe announced its own $470 million deal to buy Delta Card Services Inc., a holding company for Texas-based payment processor Merchant’s Choice, to expand its scale and product offerings in North America. Leading Canadian firm Stikeman Elliott is advising Paysafe on the latter transaction.
Stockholm-based private equity firm Nordic Capital AB also announced on July 20 its $1.73 billion sale of Swedish payment services company Bambora AB to French rival Ingenico Group SA. The deal represents a move by the Paris-based acquirer to branch out from electronic payment and credit authorization hardware into the online transactions space.
White & Case and leading French firm Bredin Prat are advising Ingenico on its acquisition of Bamobra, while the latter’s soon-to-be-former owner Nordic Capital has turned to Freshfields Bruckhaus Deringer and top Swedish firm Gernandt & Danielsson, according to French legal publication Le Monde du Droit.
In other M&A news …
Consortium / Global Logistics Properties Ltd.
The Asian Lawyer, a sibling publication, reported in mid-July on a transaction that could be one of Asia’s largest buyout deals. Singapore-based warehouse operator Global Logistics Properties (GLP), which manages about $41 billion in assets in Brazil, China, Japan and the U.S., has agreed to be taken private by a group led by Chinese private equity firms Hopu Investment Management and Hillhouse Capital Group, property developer China Vanke Co., the Bank of China Group Investment and GLP’s CEO Ming Lei. The proposed $11.6 billion privatization deal, if completed, is expected to close by April 2018.
Legal Advisers: Kirkland & Ellis and Skadden for the consortium; Davis Polk & Wardwell for China Vanke; Clifford Chance for Bank of China Group Investment; Morrison & Foerster and Allen & Gledhill for GLP
Castle International Corp. / Lightower Fiber Networks LLC
As Houston-based Crown Castle looks to expand its fiber network in northeastern urban areas in the U.S., the company announced on July 19 a $7.1 billion deal to acquire wireless infrastructure provider Lightower Fiber from Berkshire Partners LLC, Pamlico Capital Management LP and other investors. The deal, expected to close by year’s end, doubles Crown Castle’s fiber-optic footprint to 60,000 miles of cables and gives the company access to major metropolitan markets in Boston, New York and Philadelphia.
Legal Advisers: Cravath, Swaine & Moore for Crown Castle; Ropes & Gray for Lightower
Orient Overseas International Ltd. / Cosco Shipping Holdings Co. Ltd.
China Ocean Shipping Co. (Cosco), the country’s largest shipping company, agreed earlier this month to buy Hong Kong-based rival Orient Overseas for $6.3 billion in a combination creating the world’s third-largest container liner. Sibling publication The Asian Lawyer reported that the deal by Chinese state-owned Cosco is the latest in a consolidating global container industry that has been hit hard by diminished trade and slumping commodities prices. The proposed union, which awaits the review of antitrust regulators in China, Europe, and the U.S., will give Cosco a fleet of more than 400 ships.
Legal Advisers: Paul Hastings for Cosco; Slaughter and May for Orient Overseas
KKR & Co. LP / The Nature’s Bounty Co. / WebMD Health Corp.
New York-based buyout giant KKR, looking to cash in on health and fitness, announced a pair of deals on July 24 totaling some $5.8 billion. KKR’s portfolio company Internet Brands bought New York-based online health publisher WebMD for $2.8 billion in cash and picked up a majority stake in Ronkonkoma, New York-based Nature’s Bounty—owner of health-conscious brands like Balance Bar and Sundown—from The Carlyle Group LP for a sum reportedly worth $3 billion. Both deals are expected to close in the fourth quarter of 2017.
Legal Advisers: Simpson Thacher for KKR; Latham for Carlyle Group; Shearman & Sterling for WebMD
McCormick & Co. / Reckitt Benckiser Group plc
Sparks, Maryland-based McCormick, the world’s top herb and spice company, announced on July 19 its $4.2 billion buy of the food division of British consumer goods giant Reckitt Benckiser, whose brands include French’s mustard and Frank’s Red Hot Sauce. The deal, as noted by Legal Week, yielded roles for two Am Law 100 firms and is expected to close sometime in the third or fourth quarter of this year. The transaction also comes at a time of increased M&A activity in the global packaged foods sector.
Legal Advisers: Cleary Gottlieb Steen & Hamilton for McCormick; Davis Polk for Reckitt Benckiser
Multi-Color Corp. / Constantia Flexibles GmbH
Vienna-based flexible packaging manufacturer Constantia announced on July 17 that it would sell its labels division to Batavia, Ohio-based packaging group Multi-Color in a $1.3 billion cash-and-stock deal. The transaction, expected to close in the fourth quarter of 2017, brings together Constantia’s food and beverage label business with Multi-Color’s wine and spirits and home and personal care units.
Legal Advisers: Freshfields for Multi-Color; Willkie Farr & Gallagher and Binder Groesswang for Constantia
Select Energy Services Inc. / Rockwater Energy Solutions Inc.
On July 19, sibling publication Texas Lawyer reported that water services companies Select Energy and Rockwater Energy had agreed to merge in a $1.3 billion all-stock deal. The union of Houston-based Rockwater Energy and Gainesville, Texas-based Select Energy, which provide water services to oil and gas companies, is expected to close in the third quarter of this year.
Legal Advisers: Vinson & Elkins for Select Energy; Baker Botts for Rockwater Energy
Partners Group AG / Civica Group Ltd.
On July 24, the Toronto-based private equity arm of the Ontario Municipal Employees Retirement System (OMERS) said it would sell British business software company Civica for $1.3 billion to funds managed by Swiss investment management firm Partners Group. The Canadian pension fund, which bought Civica for just $635 million in 2013 from London-based venture capital firm 3i Group plc, began exploring a sale of the 3,700-employee software company last year.
Legal Advisers: Clifford Chance for Partners Group; Travers Smith for Partners Group’s management; Weil, Gotshal & Manges for OMERS
Refresco Group NV / Cott Corp.
Dutch soft drink bottler Refresco agreed on July 25 to buy the soda manufacturing business of Toronto-based Cott in a $1.25 billion deal. The transaction provides a caffeine-fueled boost to Refresco’s bottling business in the U.S., adding 29 production sites to its network—19 of them in the U.S.—and allowing Cott to pursue purchases of coffee, tea and water filtration businesses. The deal, expected to close in the second half of 2017, comes after Refresco fended off a $1.5 billion hostile takeover bid in April by private equity firm PAI Partners SAS.
Legal Advisers: Nixon Peabody, Drinker Biddle & Reath and CMS Cameron McKenna for Refresco; Allen & Overy for Cott
ABM Industries Inc. / GCA Services Group Inc.
New York-based janitorial services provider ABM announced on July 12 that it would acquire rival GCA Services from The Goldman Sachs Group Inc. and private equity firm Thomas H. Lee Partners for $851 million in cash and $399 million in stock. ABM’s $1.25 billion buy of Cleveland-based GCA Services, which provides janitorial services for corporate offices, educational institutions, hotels and warehouses, is expected to close in September.
Legal Advisers: Jones Day and Davis Polk for ABM; Kirkland for GCA Services
Michael Kors Holdings Inc. / Jimmy Choo plc
On July 25, Legal Week reported on the $1.2 billion buy of London-listed shoemaker Jimmy Choo by New York-based handbag and accessories giant Michael Kors. Like many retailers, Michael Kors has struggled with declining sales and competition from online shops and discounted stores. With its acquisition of Jimmy Choo from Luxembourg-based JAB Holding Co., a holding company for Germany’s wealthy Reimann family, Michael Kors is hoping to build an international luxury brand with new sources of growth.
Legal Advisers: Paul Weiss and Slaughter and May for Michael Kors; Freshfields for JAB
H&E Equipment Services Inc. / Neff Corp.
Baton Rouge, Louisiana-based H&E announced on July 14 that it would buy Miami-based regional equipment rental company Neff from private equity firm Wayzata Investment Partners LLC for $1.2 billion, including debt. H&E, one of the largest equipment services companies in the U.S., rents and sells construction and industrial gear. With the acquisition of Neff, expected to close in the third or fourth quarter of this year, H&E will nearly double its number of branches and expand its reach into the nonresidential construction market.
Legal Advisers: Dechert for H&E; Cahill Gordon & Reindel for Wells Fargo Securities LLC as financial adviser to H&E; Akin Gump Strauss Hauer & Feld for Neff’s board of directors; Davis Polk for Deutsche Bank AG as financial adviser to Neff
CITIC Ltd. / The Dow Chemical Co.
Midland, Michigan-based chemicals giant Dow Chemical announced on July 11 the $1.1 billion sale of its Brazilian corn hybrid seed business to an agribusiness fund controlled by Chinese conglomerate CITIC. The deal, which includes the sale of seed processing plants and seed research centers, is expected to close by August 2017.
Legal Advisers: Clifford Chance and Dias Carneiro Advogados for CITIC; Cleary Gottlieb and Pinheiro Neto Advogados for Dow Chemical
Mitsubishi Tanabe Pharma Corp. / NeuroDerm Ltd.
Looking to bolster its presence in the U.S. drug market, Japan’s Mitsubishi Tanabe announced on July 24 its purchase of drug marker NeuroDerm for $1.1 billion in cash, the largest-ever acquisition of an Israeli pharmaceutical company. NeuroDerm, which develops drug device combinations for disorders affecting the central nervous system, is in advanced clinical trials for a Parkinson’s disease drug expected to hit the market in 2019. The sale of the target to Osaka-based Mitsubishi Tanabe is expected to close in the fourth quarter.
Legal Advisers: Davis Polk for Mitsubishi Tanabe; White & Case and Meitar Liquornik Leshem Tal for NeuroDerm
Church & Dwight Co. Inc. / Waterpik Inc.
Ewing, New Jersey-based Arm & Hammer manufacturer Church & Dwight announced on July 17 its $1 billion acquisition of water-jet technology company Waterpik, a distributor and marketer of branded oral health products and replacement showerheads, from private equity firm Midocean Partners LP. The purchase of Fort Collins, Colorado-based Waterpik, expected to close in the third quarter of this year, is part of Church & Dwight’s strategy to expand into the oral care business.
Legal Advisers: Proskauer Rose for Church & Dwight; Kirkland for MidOcean