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Kirkland and Slaughters lead on £3.1bn Sophos take-private

Continuing the recent trend for high-value take-private deals, the £3.1bn buyout of UK cybersecurity company Sophos Group Plc has prompted lead mandates for Slaughter and May and Kirkland & Ellis as a transatlantic team from Fried, Frank, Harris, Shriver & Jacobson advised Permira on the €11bn final close of its seventh buyout fund.

Oil & gas deals have also kept City teams busy with White & Case, Freshfields Bruckhaus Deringer and Mayer Brown all fielding teams on lead mandates.

European private equity giant Permira yesterday (16 October) announced it had reached its hard cap on the fund – Permira VII (P7) – with commitments from new and existing investors. Fundraising started in January for the fund, which will invest in the key sectors of technology, consumer, financial services, healthcare, industrial tech and services.

The Fried Frank team was led by corporate partners Richard Ansbacher (Washington, DC) and Kenneth Rosh (New York), and included London corporate partners Sam Wilson, Gregg Beechey and Mark Mifsud, as well as tax partner David Shapiro and executive compensation & ERISA partner Jeffrey Ross in New York.

Kirkland & Ellis advised Surf Buyer Limited, a newly-formed company owned by funds managed by US private equity player Thoma Bravo, on its buyout of the Oxfordshire-based Sophos Group.

The recommended cash acquisition means that Sophos shareholders will be entitled to receive $7.40 in cash per share.

Following the announcement of the buyout on Monday (14 October), Sophos share prices spiked 37% and shares were trading at 571.4 pence. The company listed on the London Stock Exchange in 2015.

The Kirkland team was led by London M&A partners David Holdsworth, David Higgins and David D’Souza and Chicago M&A partners Gerald Nowak, Corey Fox, Bradley Reed and Amelia Davis, as well as Chicago debt finance partners Francesco Penati and Maureen Dixon and London debt finance partners Kirsteen Nicol and Stephen Lucas.

Holdsworth told Legal Business: ‘We have been very active on UK P2Ps in 2019 having acted on Merlin, Inmarsat and EI Group. We expect this trend to continue into 2020.’

Slaughter and May is advising Sophos with a team led by London corporate partners Steve Cooke and Robert Innes and also including competition partner Will Turtle, employment and share schemes partner Phil Linnard and tax partner Gareth Miles.

Innes told Legal Business: ‘I think the share prices steadily going up since spring this year has recovered people’s confidence in the company. The premium they’ve offered is a de-risking of that recovery for shareholders.’

‘We’re seeing quite a lot of private equity money and a return to public-to-private in the last two years. Private equity companies are seeing value in UK stocks. I think there’s also consolidation within the tech sector as well,’ Innes added.

The deal is expected to close in the first quarter of 2020.

Meanwhile, White & Case advised West African oil operator Seplat Petroleum Development Company on its acquisition of Aberdeen-based and London-listed oil and gas company Eland Oil & Gas Plc for £382m. An agreement was reached with Seplat Petroleum on a recommended cash acquisition for its entire share capital.

The White & Case team was led by partners Allan Taylor, Mukund Dhar and Philip Broke.

Taylor told Legal Business: ‘The Eland assets are adjacent to Seplats’ assets in the Niger delta in Nigeria. Seplat is a company that has greater scale with a focus on being a leading independent Nigerian operator. For a number of businesses, the ability to produce assets that operate in a viable scale and picking up small individual assets in a non-strategic manner isn’t viewed as efficient by stakeholders.’

A Mayer Brown team led by corporate and securities partners Kate Ball-Dodd and Rob Hamill advised Eland.

Elsewhere, Freshfields advised Neptune Energy on its acquisition of Edison E&P’s UK and Norwegian producing, development and exploration assets from Energean Oil & Gas. The deal included a conditional agreement of $250m cash with additional cash contingent consideration of up to $30m.

The Freshfields team was led by partners Samuel Newhouse and Graham Watson. The team also advised Neptune Energy on its acquisition of ENGIE E&P in February 2018.

A White & Case team led by London partners Allan Taylor and Richard Jones along with support from partners Peita Menon (London) and Veronica Pinotti (Milan) advised Energean Oil & Gas.

Taylor told Legal Business: ‘The strategy is to focus on being the leading E&P business in the Mediterranean. They’ve identified what they consider as non-core assets and these included the Nordic assets. They are following up on their strategy for the disposal of their non-core assets.’

The firm also advised Energean earlier this year on its acquisition of Edison E&P for $750m. The acquisition is dependent on Energean completing its proposed acquisition of Edison E&P.

muna.abdi@legalease.co.uk


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