Transatlantic trade links remain deeply rooted and vital to many of our clients’ growth strategies throughout the Americas. Strong credit markets, relaxing of corporate regulation and a growth in domestic energy production in the US created an attractive market for investors and increased inbound investment. However, regulatory enforcement serves as a risk to most businesses operating in the region, with the Department of Justice bringing more focused attention to the areas of antitrust, bid-rigging, cyber and sanctions risk. We advise over 100 of the US Fortune 500 companies and many multi-national businesses with significant interests in the US.
Our clients are increasingly active across Canada in a multitude of sectors, including natural resources in Calgary and complex funds and insurance sector work in Toronto and Montreal. We continue to support Canada’s public sector pension funds investment into a variety of strategic assets globally.
We also support our clients breaking new ground throughout Latin America. We recognise that the execution of a successful business or disputes strategy in a higher risk region requires a focused assessment of the potential risks and the potential for exponential gains.
We are advising the UK company Cineworld Group on its all-cash acquisition of the entire issued share capital of Cineplex, with an implied enterprise value of C$2.8 billion (US$2.1 billion). Cineplex is a Canadian entertainment company headquartered in Toronto, Ontario. Cineplex operates 165 theatres across Canada.
Following completion, the combined group will have 11,204 screens globally, including 8,906 screens across the United States and Canada – making the UK cinema group the leading operator in North America.
The acquisition comes a year after Cineworld bought US chain Regal Cinemas for implied enterprise value of US$5.8 billion (£4.3 billion).
We advised UK technology company Sophos Group on a recommended cash offer for Sophos’ entire issued share capital by Thoma Bravo, the US private equity and growth capital firm with offices in Chicago and San Francisco.
The offer entitled each Sophos shareholder to receive US$7.40 in cash for each Sophos share, representing an enterprise value of approximately US$3.9 billion.
Sophos is a global leader in next-generation cybersecurity, protecting over 400,000 organisations in more than 150 countries from today’s most advanced cyberthreats.
We advised COSCO SHIPPING Ports on its conditional agreement with Volcan and Terminales Portuarios Chancay to subscribe for 60% of the shares of The Port Chancay for a total consideration of US$225 million.
The Port of Chancay is situated in a favourable location with easy access to the economic centre of Peru. The port became COSCO SHIPPING Ports’ first terminal in Latin America, reducing the deficiency in port infrastructure in Peru.
We advised The Walt Disney Company on their US$71 billion acquisition of Twenty-First Century Fox and in relation to Fox’s involvement in the £30 billion takeover battle for UK media company, Sky.
The matter involved our successful defence of appeals brought by the hedge funds and Sky to the Hearings Committee and Takeover Appeal Board in relation to the determination of the mandatory offer price. We also advised on the rare auction administered by the Takeover Panel to resolve Fox’s and Comcast Corporation’s competing bids for Sky. This was the first such auction since 2008.
We advised CEMEX, the Mexican multinational building materials company headquartered in Monterrey, on a new syndicated facilities agreement for a total of US$4.05 billion with 20 financial institutions.
The terms of the new facilities represented an improvement on the terms of the existing facility and provided CEMEX with greater operational and financial flexibility.
We also advised CEMEX on the sale by a subsidiary of certain assets in the UK to Breedon Group for a total consideration of approximately US$235 million, which included approximately US$31 million of debt.
After completion of the divestiture, CEMEX retains a substantial integrated business in the United Kingdom encompassing, among other things, cement production, ready-mix concrete, aggregates, asphalt, and paving solutions.
We advised Rolls-Royce plc in relation to the criminal investigations conducted by the US Department of Justice (‘DoJ’) and the UK Serious Fraud Office (‘SFO’) and Brazilian authorities (MPF and CGU) into allegations of bribery and corruption in overseas markets.
The investigations were resolved by Deferred Prosecution Agreements (‘DPAs’) with the DoJ and the SFO and a leniency agreement in Brazil.
This was the largest investigation conducted against a UK company at the time and the DPA was just the third in the UK (and by far the largest) such agreement and the first to be concluded concurrently with the resolution of non-UK investigations.
Disputes and Investigations: Richard Swallow, Jonathan Clark
See our Key Experience above.