The Work

October 26, 2010 3:52 PM

Eight Firms Advise on $1.4 Billion Brit Insurance Buyout

Posted by Brian Baxter

Eight law firms are advising on a $1.4 billion deal that will see private equity giants Apollo Global Management and CVC Capital Partners acquire Brit Insurance Holdings, an Amsterdam-based commercial insurance company.

The deal, negotiated over four months, comes just a day after a $3 billion bid by The Carlyle Group for telecommunications equipment manufacturer CommScope had some M&A observers talking about a breakthrough for leveraged buyouts.

Sullivan & Cromwell corporate partners Tim Emmerson, Benjamin Perry, Richard Morrissey, and Vanessa Blackmore, tax partners Michael McGowan and David Spitzer, finance partner Neal McKnight, E.U. antitrust partner Juan Rodriguez, and litigation partner Theodore Edelman are advising the private equity consortium along with Clifford Chance and Nauta Dutilh, a Dutch firm providing local counsel.

Emmerson, a former Milbank, Tweed, Hadley & McCloy partner who joined S&C's London office in early 2007, told U.K. publication Legal Week in August--after Apollo and CVC made their initial offer for Brit Insurance--that the prospective deal was notable because "U.K. and Dutch takeover panels have shared jurisdiction over [the company] and Brit Insurance is quite a complex insurance business."

S&C has a close relationship with CVC. The firm recently advised the London-based private equity shop on a $2 billion buy-in to portfolio company Univar. Both S&C and Clifford Chance sat across the table from CVC last year when Barclays sold its iShares unit to the private equity firm for $4.4 billion.

Clifford Chance M&A partners Kem Ihenacho and Patrick Sarch are also advising the private equity consortium taking over Brit Insurance. The firm handled the $200 million IPO for New York-based Apollo's commercial real estate finance unit last year and served as corporate counsel to CVC-controlled Elster Group on its $150 million IPO last month.

Brit Insurance, a sponsor of England's national cricket team, is being advised on the acquisition by a team of lawyers led by corporate partners Graham Gibb and Charles Martin from British firm Macfarlanes. Paul, Weiss, Rifkind, Wharton & Garrison corporate partner David Lakhdhir--a former Am Law Dealmaker of the Week--and associate Patrick Scott also advised the company, which received Dutch counsel from De Brauw Blackstone Westbroek.

Willem Stevens, a founding partner of former Dutch Firm Caron & Stevens (once allied with Baker & McKenzie), was appointed to Brit Insurance's board of directors in December 2009. Stevens serves as independent counsel on legal, tax, and corporate governance issues, according to the company's Web site.

Ashurst corporate partner Adrian Clark, finance partner Mark Vickers, and associate Tim Mercer are advising Bank of America/Merrill Lynch, financial adviser to Achilles Netherlands Holdings B.V., a newly incorporated company set up by the private equity consortium to take control of Brit Insurance.

Linklaters is serving as counsel to a syndicate of banks providing financing for the deal.

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