Slaughter & May and Latham & Watkins LLP advised Thomas Cook Group Plc (TCG), the 172-year-old tour operator that required an emergency loan 18 months ago, on plans to raise 1.6 billion pounds ($2.4 billion) to restructure its borrowings as it cuts jobs and closes stores to pare costs.
Linklaters LLP advised Credit Suisse (CSGN), Gleacher Shacklock and Jefferies Hoare Govett and the other banks on the Thomas Cook share placing and rights issue.
The Slaughter & May team was led by corporate partners William Underhill, Tim Pharoah and Rebecca Cousin. The team also included tax partner Gareth Miles. The Slaughter & May financing team was led by partners Richard Levitt and Stephen Powell.
Latham’s team included team leader Christopher Hall and partners Tracy Edmonson on high yield matters and Olof Clausson on equity capital markets matters.
The Linklaters team was led by partners Tom O’Neill, James Inglis and John Lane.
Shearman & Sterling LLP was counsel to the banks on the bond element. Allen & Overy LLP provided counsel to the banks on the bank debt.
The world’s oldest holiday company has begun a 90-day consultation to cut 2,500 jobs, or 16 percent of the total, as it closes unprofitable shops and consolidates airline operations under a three-year recovery plan. The financial restructuring is fully underwritten and will reduce the proportion of debt on its balance sheet and extend the maturity of existing arrangements while paving the way for a return to dividend payments.
The restructuring will help put Thomas Cook in a position to consider resuming dividend payouts following completion of the turnaround strategy in 2015, Chief Executive Office Harriet Green said on a conference call.
Credit Suisse and Gleacher Shacklock are joint sponsors of the capital refinancing and are acting as joint financial advisers with Short Partners.
Credit Suisse is the lone global coordinator and joint corporate broker with Jefferies Hoare Govett for the rights offer. Members of the banking syndicate that are providing the new facilities will be joint book runners for the bond issue.
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Jones Day Advises DDR on Blackstone Stake Purchase
Jones Day advised DDR Corp. (DDR) on its agreement to buy Blackstone Group LP (BX)’s stake in a group of U.S. shopping centers operated under a joint venture between the companies for $1.46 billion. Simpson Thacher & Bartlett LLP is representing Blackstone.
The Jones Day deal team advising DDR is led by Michael Haas and Zack Paris, Cleveland real estate partners. The Jones Day deal team also includes partners Mike Solecki, capital markets and Ron Weitz tax.
The Simpson Thacher partners included Greg Ressa and Erik Quarfordt, real estate; Wilson Neely, mergers and acquisitions; and Joyce Xu, derivatives.
DDR will acquire Blackstone’s interest in 30 of the 44 shopping centers in the venture, the Beachwood, Ohio-based real estate investment trust said in a statement. New York-based Blackstone has a 95 percent stake in the properties.
“The acquisition will be funded responsibly, and will position us well for strong relative growth in cash flow generated by high-quality shopping centers over the long term,” David Oakes, DDR’s chief financial officer, said in the statement.
The two companies announced the partnership in January 2012 to buy 46 shopping centers from a unit of Elbit Imaging Ltd. The deal was completed in June, DDR said in a statement at the time.
DDR plans to fund the acquisition through the assumption of $398 million in existing debt, almost $150 million from the repayment of preferred equity and mezzanine loans, and from the issuance of equity and unsecured debt. DDR also has the right, subject to certain conditions, to issue common shares to Blackstone in an amount of as much as $250 million.
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Shearman’s Kiem Joins White & Case in Frankfurt
White & Case LLP hired Roger Kiem as a partner in the global mergers and acquisitions practice in the Frankfurt office. Keim and Andreas Wieland, who joins as a local partner in Frankfurt, were previously at Shearman & Sterling LLP.
“Roger is one of the most prominent Corporate/M&A lawyers in Germany which will fit well with White & Case’s strong global platform and broad German practice. His arrival is a key development for our Frankfurt office as well as our integrated German, European and global M&A practice,” Markus Hauptmann, White & Case’s regional section head for Germany, said in a statement.
Kiem’s practice covers complex domestic and cross-border mergers and acquisitions, including both public and private transactions with a specific focus on the financial services sector and other regulated environments.
White & Case has lawyers in 39 offices across 27 countries.
Jones Day Adds Patent Litigator David Burgert in Houston
David L. Burgert, a trial lawyer who focuses on patent disputes, joined the Houston office of Jones Day as a partner in the intellectual property practice. He was formerly a partner at Houston’s Porter Hedges LLP.
Burgert has represented both patent holders and accused infringers in high stakes and high technology lawsuits, as well as representing brands on issues of internet and trademark law, the firm said. He also has significant experience with oil and gas matters, securities fraud issues, lender liability cases, and real estate disputes.
Jones Day has more than 2,400 lawyers in 36 offices worldwide.
K&L Gates Adds Seattle Technology Transactions Partner
K&L Gates LLP said it hired Kate Spelman from Cobalt LLP as a technology transactions partner in Seattle. William H. Holmes and Teresa A. Hill also joined as partners in the energy and infrastructure projects and transactions practice in Portland. Both arrived from Stoel Rives LLP.
Spellman focuses on copyright, content, social media policy, and digital publishing. She also counsels on a variety of media and licensing matters, including the development, production, sale, and defense of intellectual property, the firm said.
Holmes advises investors, independent power producers, utilities, and renewable energy companies on energy law matters, the firm said. His practice has included projects that use wind, solar, geothermal, natural gas and hydrokinetic energy, the firm said. He also has experience in real estate law, water law, and corporate transactions.
Hill counsels clients on power purchase agreements, environmental and land use approvals, due diligence reviews, environmental compliance and permitting, and appearances before administrative agencies.
Covington Hires Former UCB General Counsel Trainor
Robert J. Trainor, former executive vice president and general counsel of Brussels-based UCB SA, joins Covington & Burling LLP as senior of counsel in the New York office.
He will advise clients on corporate, policy, and litigation matters affecting the pharmaceutical industry and other corporate clients, the firm said.
During his tenure at UCB, the company significantly expanded its business and its research and development efforts. He led the legal team for the company’s $5.6 billion 2006 acquisition of Schwarz Pharma AG.
Covington has more than 800 lawyers and 10 offices in the U.S., Europe and Asia.
Mintz Levin Hires Consumer Product Safety Counsel
Matthew R. Howsare, the chief of staff and chief counsel to the chairman of the U.S. Consumer Product Safety Commission, will join Mintz, Levin, Cohn, Ferris, Glovsky & Popeo PC’s Washington office as of counsel. He joins the consumer product safety practice.
During his tenure at the CPSC, Howsare was the principal adviser to the chairman, overseeing senior staff and providing legal and policy counsel, the firm said. He supervised the execution of the CPSC’s regulatory agenda and the implementation of legislative mandates including the Consumer Product Safety Improvement Act, according to the firm.
Mintz Levin has 500 lawyers in eight offices in the U.S. and London.
Business Development: You’re Doing It Wrong, Consultant Says
Trevor Faure, global leader of legal services for Ernst & Young, tells Bloomberg Law’s Lee Pacchia that the needs of general counsels at large corporations have changed in recent years and that most law firms need to change the way they approach business development. Faure said that while building personal relationships and augmenting a law firm’s reputation are still part of getting new business, they are becoming less important factors. Faure said law firms need to deliver more focused and prescient communications that inform corporations of the legal challenges they will face in the future.
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Senate Confirms William H. Orrick III for California Judgeship
San Francisco lawyer William H. Orrick, III, special counsel at Coblentz, Patch, Duffy & Bass LLP, was confirmed by the Senate to a judgeship in the U.S District Court for the Northern District of California.
The confirmation came after a 56-41 vote. He fills the seat of District Judge Charles R. Breyer, who went on senior status.
Orrick, 60, worked in private practice for more than 25 years. He joined the firm in 1984 and became partner in 1988, according to a statement by the Court. From 2009 to 2012, he was in the U.S. Department of Justice, initially as a counselor to the assistant attorney general in the Civil Division, then as the deputy assistant attorney general for the Immigration Litigation Unit in the Civil Division. He returned to firm last year.
Orrick is the son of the late U.S. District Judge William H. Orrick, Jr., who served on the Northern District bench from 1974 until his death in 2003, the Court said.
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