The Work

July 28, 2008 3:49 PM

Simpson Leads in KKR Offering

Posted by Nate Raymond

For Kohlberg Kravis Roberts & Co.'s public offering, the private equity powerhouse and its advisers are using a raft of lawyers to get the deal done.

The transaction is a significant departure from KKR's original plans, announced a year ago, to raise $1.25 billion through an initial public offering. Instead, KKR will go public by taking over its Amsterdam-listed investment fund KKR Private Equity Investors, L.P. After the transaction is completed, shares of KKR will be listed on the New York Stock Exchange. The proposed deal values KKR at a reported $12-15 billion.

Leading the legal team for KKR is its longtime outside U.S. counsel, Simpson Thacher & Bartlett, which has been on board since KKR first filed papers for an IPO last July. Simpson Thacher regularly advises KKR on its biggest transactions, such as last year's $44.4 billion acquisition, with TPG Capital, of the Texas utility TXU--at the time, the largest leveraged buyout ever.

The relationship is so tight that the lawyer who used to be KKR's main man at Simpson, David Sorkin, went in-house in November as KKR's first general counsel. (Sorkin's hiring was seen as a sign that the buyout firm still intended to go public.) For the KKR PEI takeover, KKR is turning to Simpson partners Joseph Kaufman and Alan Klein.

For financial advice, KKR is turning to Goldman Sachs and Morgan Stanley. The banks in turn have tapped Davis Polk & Wardwell partners Richard Truesdell, Jr., and John Knight to represent them in the transaction.

KKR also brought in Linklaters, its longtime fund counsel. New York partner Scott Bowie led Linklaters's team. KKR previously tapped Linklaters in 2006 when it launched KKR PEI on the Netherlands exchange.

For KKR Private Equity Investors, KKR's European affiliate turned to French firm Bredin Prat as lead legal counsel for the affiliate and the independent directors. Bredin Prat partners Patrick Dziewolski and Benjamin Kanovitch led that team.

Cravath, Swaine & Moore, which represented the underwriters when KKR PEI went public in May 2006, is acting as U.S. counsel to the independent directors of the general partner of the European fund. Partners George Stephanakis, Damien Zoubek, and Gregory Shaw advised on corporate matters. Michael Schler advised on tax issues.

Weil Gotshal & Manges is representing KKR PEI's financial advisers Citi and Lazard. The Weil Gotshal team is led by New York corporate partners Michael Aiello and Thomas Roberts. Also involved is Paris corporate partner Claude Serra and London corporate partner Michael Francies.

De Brauw Blackstone Westbroek is acting as Dutch counsel for KKR PEI. Ogier partner Roger Le Tissier acted as counsel in Guernsey, Channel Islands, where the KKR PEI's general partner, KKR Guernsey GP Limited, is based. 

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