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August 6, 2010 2:35 PM

Links, Weil, Kirkland (But Not Ropes) On $3.2B RBS Deal

Posted by Zach Lowe

The private equity fund Bain Capital has a ton of deal work to go around, which perhaps tempers what could be a fierce competition between Kirkland & Ellis and Ropes & Gray for the title of Bain's go-to firm.

Both firms have scored lead roles on several recent multibillion-dollar Bain deals, and this time around it's Kirkland's turn. The firm joined Weil, Gotshal & Manges in advising Bain and Advent International in their $3.2 billion acquisition of the Royal Bank of Scotland's payment-processing unit, according to lawyers who worked on the deal.

Bain and Advent have both had their eye on the RBS unit, called WorldPay, for several years, according to this interview that Advent's managing director gave Dow Jones today. The seeds of the deal were planted about a year ago, when RBS announced plans for a series of asset sales in order to raise cash to repay bailout funds, according to The New York Times. One of those asset sales came to fruition this week as RBS announced it is unloading more than 300 branches to Satander for about $2.6 billion, according to our prior reporting. Linklaters advised RBS on the Santander deal and revised that role for the Bain/Advent deal announced Friday, according to lawyers who worked on the matter.

Weil advised Advent, with Weil and Kirkland worked together, according to James Learner, the lead Kirkland partner on the matter. Carving out one piece of a larger entity such as RBS is always complicated, Learner says. The deal teams must figure out how to separate the unit from its former parent company and, even trickier, negotiate how the new stand-alone unit will relate to RBS going forward, Learner says. In this instance, RBS will maintain a 19.9 percent stake in WorldPay and could receive as much as about $320 million in contingency payments depending on WorldPay's performance and how Bain and Advent investors make out in the deal, Learner says.

London-based partner Marco Compagnoni led the Weil team on the deal, the firm said. He did not immediately respond to a call seeking comment.

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