An Interdisciplinary Approach to Complex Transactions

We represented Power Financial Corporation’s subsidiary Great-West Lifeco Inc., a financial services holding company, in its $3.9 billion acquisition of Putnam Investments from Marsh & McLennan Cos. A team of lawyers from our corporate and securities, financial services, white collar and securities litigation, tax, employee benefits, and IP groups in our U.S and European offices worked with our client to structure this transaction. We utilized our knowledge of the varied financial services' products, the market, and related regulatory risks to analyze the value of this acquisition for our client while also advising the company on several significant outstanding legal issues. Our understanding of purchase price mechanisms, consent issues, indemnity, and other deal provisions specific to the industry helped our client obtain its desired result. As is often the case in investment management M&A deals, negotiations with management were also an important part of the process.

Sophisticated Approach to Non-Traditional Offerings

We represented Interactive Brokers Group, Inc., an automated global electronic market maker and broker, in its high profile and complex $1.2 billion initial public offering. Rather than opting for the more traditional firm commitment underwriting, the company conducted the IPO through a non-traditional "best efforts"/Dutch auction approach, making the offering the second largest Dutch auction IPO at the time of issuance. In addition to our IPO advice, we also provided sophisticated and creative tax and employee benefits advice so that the company could, post-IPO, replicate as closely as possible its historical limited liability structure. We also addressed significant broker-deal and securities law issues resulting from the fact that the company was a participating dealer in its own IPO. Lastly, we structured the deal under particularly intense time pressure because the offering more than doubled in size through two separate increases during the week prior to the IPO as a result of a confluence of factors, including a strong market, the increasing visibility of the options trading business, and the reputation and strong financial results of the company.

One Transaction; Six Continents; 30 Countries

When a strategic review prompted the majority shareholders in Travelex, the world’s largest non-bank foreign exchange specialist, to sell a majority stake in the £1 billion company, Dechert lawyers in London, continental Europe and the US were called in to advise on the transaction. We had previously represented the company in its £440 million acquisition of Thomas Cook International. In selling their stake via a leveraged buyout, Travelex and its partners relied on Dechert for all aspects of the deal, from the main transactional elements to regulatory, tax, employment, real estate, IT and financing issues relevant to their operations on six continents.

Successful Exits

Citigroup Venture Capital was looking to sell German company Flender AG. They turned to Dechert—we had advised them on the original purchase of the company in 2000. A Dechert team from London, Luxembourg, Munich, Brussels, Paris and the US ensured successful exit via auction, with Flender being sold for £1.2 billion.

Switching from NASDAQ to AIM

Bioprogress, a UK life sciences company, had listed on NASDAQ in the US but was disappointed by the level of market interest. The company concluded that a listing on AIM would give it better access to the capital markets. Our lawyers created a novel reincorporation structure to help BioProgress delist in the US and list on AIM. The client’s strategy translated into profitable reality, and BioProgress raised capital successfully through its AIM listing.

Restoring Reputations

The U.S. government and private insurance companies are the ultimate payors for most pharmaceutical products. They charged a global pharmaceutical company with inflating the average wholesale prices (AWP) of its products. As National Coordinating Counsel for the client, we led negotiations that culminated in a significant civil settlement with the U.S. Department of Justice concerning Medicare and the Medicaid False Claims Act; settlements of consumer fraud class action claims; settlements with 41 state attorneys general, and recognition of the client by the court for its "leadership" in fashioning a fair and comprehensive settlement of the complex AWP litigation.

Employment Discrimination Defence

When leading mail order company Freemans Plc found itself facing a consolidated indirect sex discrimination claim by over 200 part-time employees in relation to their exclusion from the company's occupational pension scheme, it turned to Dechert's highly regarded London employment team to defend it. Dechert was successful in its defence of Freemans, succeeded on the unique to date basis of objective justification.

Litigation Against Sovereign Entities

Finding itself involved in a substantial Commercial Court trial against the Republic of Congo, Kensington International Limited turned to Dechert for assistance. The trial revolved around Kensington’s application for a third-party debt order over the proceeds of a cargo of oil worth US$39m in part satisfaction of a substantial judgment debt previously obtained on Kensington’s behalf against the Congo. After a two-week trial, the veil was pierced on a succession of companies which had been interposed in the relevant oil transaction by the Congo and the interim third-party debt order, which Dechert had obtained on Kensington’s behalf, was made final.

Antitrust Defense for Whole Foods Market

The Federal Trade Commission was trying to block the $565 million acquisition of Wild Oats Markets, Inc. by Whole Foods Market, Inc. Dechert was retained by Whole Foods Market more than a week after the FTC's complaint was filed challenging the transaction and only six weeks before the scheduled hearing date on the FTC's motion to enjoin the deal. The Dechert team devised a winning strategy and executed on that strategy throughout the expedited discovery process, which culminated in a two-day hearing before Judge Paul L. Friedman in the U.S. District Court for the District of Columbia. In that short period, there were four expert reports, five rebuttal expert reports, five expert witness depositions, 19 fact witness depositions, and 16 fact witness declarations. Judge Friedman issued a 93-page opinion denying the FTC’s motion for a preliminary injunction blocking the merger. The FTC sought an injunction pending appeal, first from the District Court and then the U.S. Court of Appeals for the District of Columbia Circuit, both of which were denied, allowing Whole Foods Market and Wild Oats to complete their merger.

90 Trades in 40 Days

In one of the largest real estate financings ever, Dechert represented 70 mezzanine investors in the $39 billion acquisition of Equity Office Properties by Blackstone. This acquisition resulted in the largest mezzanine loan transaction ever brought to the capital markets, with more than $11 billion dollars of subordinate debt. In a novel approach dictated by the sheer size of the deal, the mezzanine investors—including real estate funds, investment banks, insurance companies, and foreign banks—were required to select a single law firm to act as their "designated counsel" for the entire transaction. Selected for that role because of our acknowledged expertise in the subordinate debt market, we crafted a thorough approach that allowed us to close the more than 90 individual trades involved in just 40 days.

A Landmark Redevelopment Right Next to our Office

We had worked for Blackfriars Investments LTD (BIL) on the renovation of Puddle Dock and the Mermaid Theatre. The project achieved planning permission, following successful negotiations with both the GLA and the Corporation of London. BIL then turned to us to act as both planning and legal advisers and to team with BIL’s internationally renowned architects and consultants to help it achieve its ambition to create a fresh style of mixed development at Elephant & Castle, one of the largest regeneration projects in the UK.

Introducing New Financial Structures

Investment management firm Cambridge Place Investment Management LLP instructed Dechert in connection with Cambridge’s first high-grade collateralised debt obligation (CDO) transaction backed by asset-backed securities. Our lawyers led on this innovative transaction, which also involved Dechert lawyers from the investment management, capital markets, banking and tax groups. Cambridge has subsequently instructed Dechert on its CDO programme and various investment fund structures.

Purchasing UK Hotels

When Stardon, a newly formed joint venture between US opportunity fund Starwood Capital and specialist hotel operator Chardon Management Ltd, was looking to purchase 11 hotels in the UK from Hilton Hotels, they turned to Dechert. This highly structured acquisition, with a purchase price in excess of £100 million, required Luxembourg, US and English legal advice. We provided advice in all the relevant jurisdictions and our lawyers achieved significant tax savings for the client on SDLT, VAT and corporation tax.

Real Estate Investing in the UK

GMAC Commercial Mortgage, the European arm of a leading US commercial mortgage services provider, was embarking on a multimillion-pound programme of commercial property acquisitions in the UK, mostly through leveraged joint ventures with local partners. We helped it develop the legal framework for its debt and investment programme within the tight transactional deadlines involved and then represented it in a series of secured loans and investments in the UK.

Structuring Funds on a Global Scale

A global financial services provider instructed us to create two complex European fund structures and then asked us to take on a wide-ranging advisory role on both sides of the Atlantic. Our brief: to ensure that the company's products work seamlessly between the two continents. We now advise this client in relation to onshore regulated work in the United States and Europe as well as offshore hedge and non-hedge products.

Acquisition of Investment Management Companies

One of the world's leading banks was expanding rapidly in Europe and retained Dechert to handle the purchase and sale of a series of investment management businesses and funds. The transactions overcame regulatory, tax, accounting and change-of-control issues in multiple countries as we worked with the bank to achieve its strategic objectives.

Hedge Fund Leaders

Cazenove Capital retained Dechert initially to advise on its SEC registration. Work followed on the technical aspects of its innovative fund of hedge funds programme and on the launch of its direct hedge fund structures. Subsequently, Cazenove Capital retained Dechert to advise on all its retail and general investment management operations.

Investment Products for Both Sides of the Atlantic

A global financial services provider instructed Dechert to create two complex European fund structures and then asked us to take on a wide-ranging advisory role on both sides of the Atlantic. Our brief: to ensure that its products work seamlessly between the two continents. We now advise the company in relation to onshore regulated work in the US and Europe as well as offshore hedge and non-hedge products.

Options for Entering the European Investment Market

A US institutional manager intent on developing an asset management and funds capability in Europe asked Dechert to assess the relative benefits of approaching the European institutional market from different jurisdictions and using different investment products. We ultimately structured the entire European operation from the ground up and obtained regulatory approvals that launched the successful venture.

Global Patent Enforcement Brings Substantial Returns

One of the UK’s leading personal computer manufacturers had invented and patented a technology to conserve the energy consumed by a PC. The technology was adopted industry-wide to comply with energy-saving standards, and the company instructed Dechert to enforce its intellectual property rights through a global licensing and litigation programme. The results: after successful proceedings in the US, UK, Germany, Taiwan and Japan, and concurrent negotiations with computer makers worldwide, our client earned over US$100 million from licences throughout the PC industry.

Licensing New Technology

When US performing-rights organisation Broadcast Music, INC. (BMI), through a newly formed subsidiary, Landmark, needed advice on its acquisition of digital audio technology from UK-based Shazam Entertainment Ltd, it turned to Dechert’s London IP group. Shazam had developed new technology that uses pattern recognition to identify performances from any source containing audio. Dechert negotiated the acquisition and the license-back of mobile consumer use rights to Shazam.

The Blackberry Litigation

When Inpro Licensing Sarl found themselves in UK High Court facing allegations of patent infringement against Research in Motion UK Ltd, the promoters of the ‘BlackBerry’ handheld device, Dechert's London IP lawyers were their first port of call for assistance. An order for streamlined procedure in the Patents Court meant that the trial, which lasted seven days, came only six months after the proceedings were commenced. The Dechert team, which included lawyers from our London and US offices, worked to an extremely tight timetable to ensure a favourable outcome for our client in this complex and high profile case.