January 2015 Issue

Financier Worldwide Magazine

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Splits and divestitures

Splits and divestitures have been part of the fabric of dealmaking for many years. In 2014, the practice of breaking up businesses, particularly in the technology sector, was particularly prevalent. In the latter half of the year, a number of high-profile businesses...



Mining sector M&A to boom

The global financial crisis and subsequent economic downturn had a dramatic impact on the global mining sector. Exploration activities were curtailed and some of the sector’s more junior participants were also badly affected. However, industry...

FDI in Asia

Over the last 60 years or so, globalisation has played a significant role in developing international trade and finance, shaping their place in a new global economic system. Furthermore, it has facilitated the acceptance and integration of a number of the world’s...

Investment in global agriculture

In recent years, the world has been beset with myriad economic, financial and geopolitical problems. Financial crises, international terrorism and war are just a few of the issues humanity has been required to face since the start...

FSB outlines new rules on ‘too big to fail’

One of the fiercest criticisms of post financial crisis legislative reform has been reserved for a perceived failure to address the notion of banks being ‘too big to fail’. That may soon change. In mid-November 2014, the Financial Stability...

Succession planning in the oil and gas sector: unclogging the leadership pipeline

‘Plan today, succeed tomorrow.’ This sensible sounding maxim could very well constitute the sagest advice currently available to companies operating in the volatile oil and gas sector – especially following recent events which, while tragic, served...




Cyber security

THE PANELLISTS: Matthew Clarke, AIG Australia; John Merchant, Freedom Specialty Insurance; Cheryl Soderstrom, Hewlett-Packard; Ron Plesco, KPMG; Claudio Lo Cicero, Maersk Oil; and Betty Shepherd, R-T Specialty, LLC.

Cyber security is becoming a more pertinent issue in this electronic age, as companies wake up to the increasing threat of cyber attack. No longer considered an IT issue, but rather one of strategic risk, cyber security is now a core component...



Distressed M&A and investing

Distressed M&A and investing has remained quite sluggish in recent years, due to persistently low interest rates, buoyant financing markets, a lack of restructuring activity, and the willingness of banks to ‘amend and extend’...

FORUM: Outlook for distressed investing in 2015

FW moderates a discussion on the outlook for distressed investing in 2015 between Martin Gudgeon at Blackstone, Leif Zierz at KPMG, Louis Gargour at LNG Capital, and Jamie Constable at Rcapital Partners LLP...

Distressed debt investing – finding value and opportunities in a hot market

Executive Sounding Board Associates LLC Earlier in this decade the number of distressed deals significantly outpaced the funding sources – many deals chased fewer dollars. However, in the last couple of years those roles have significantly reversed. There is now more...

Mergers & acquisitions in a more uncertain world: using the Companies’ Creditors Arrangement Act

McCarthy Tetrault Perhaps the most useful, and commonly known, restructuring process available to insolvent entities in the United States is Chapter 11 of the US Bankruptcy Code. In Canada, however, there is more than one insolvency regime readily available...

Buying distressed companies in formal insolvency proceedings

Davies Ward Phillips & Vineberg LLP Purchasing a distressed business inside an insolvency proceeding has its own unique deal elements. If executed properly, however, such transactions can be quite valuable because often a distressed business can be purchased for much less...

Material adverse change clauses in insolvency proceedings

Hogan Lovells In this post-2008 economic meltdown era, it is difficult to picture a contract to a major transaction lacking a material adverse change (MAC) clause. These clauses have become the prime escape route for businessmen when deals start...

Evolution rather than revolution: reform of French insolvency proceedings

Willkie Farr & Gallagher LLP A reform of French insolvency proceedings was introduced on 12 March 2014 affecting all insolvency proceedings commencing after 1 July 2014 and delivering an overall positive effect for both creditors/third parties and debtors...

European bond restructurings

Kirkland & Ellis International LLP Since 2010, European borrowers have issued over €250bn in high yield bonds, according to S&P Capital IQ. One of the most typical European high yield capital structures that has emerged includes: (i) a super senior secured RCF accompanying...

Q&A: Valuation challenges in distressed situations

FW moderates a discussion on valuation challenges in distressed situations between Tony Loughran at Cushman & Wakefield, Cindy Ma at Houlihan Lokey, Jeremy Handley at JLL, and Gardner Dudley at Liquidity Services...



mergers & acquisitions

Actavis agrees to acquire Allergan in $66bn mega deal

In mid-November 2014, speculation regarding the fate of worldwide pharmaceutical company Allergan Inc was finally settled. Following months of rumour and negotiation, the firm announced that it had agreed to be acquired by rival...

Halliburton to buy Baker Hughes for $35bn

On 17 November, Halliburton Company and Baker Hughes Incorporated announced that they had entered into a definitive agreement which will see Halliburton acquire its rival for approximately $35bn in cash and stock...

private equity & venture capital

Berkshire Hathaway to buy Duracell battery business

Private equity giant Berkshire Hathaway Inc announced in mid-November that it had agreed to acquire the Duracell battery business of Procter & Gamble (P&G) in a complex deal worth approximately $4.7bn...

Hellman & Friedman closes $10.9bn fund

Hellman & Friedman LLC, a leading private equity firm, announced the final closing of its $10.9bn Hellman & Friedman Capital Partners VIII (HFCP VIII) fund in November. The total beats the firm’s $8.9bn target following just four months...

bankruptcy & corporate restructuring

OW Bunker files for bankruptcy

OW Bunker A/S, the marine fuel supplier, filed for bankruptcy at the probate court in Aalborg on 7 November. According to the firm’s board of directors and management, it had not been possible to find a sustainable solution to the...

Dendreon files for Chapter 11 protection

Dendreon Corp filed for Chapter 11 bankruptcy protection in November, listing debts of more than $664m and assets of more than $364m in its court documentation. At the time of filing, the company had around $100m in cash and...



Mergers & Acquisitions

Protecting intellectual capital in mergers and acquisitions

Carlton Fields Jorden Burt, P.A. In virtually every merger or acquisition, one of the most critical issues is the quality, stability and depth of the target’s management. For financial buyers, it is undoubtedly the most critical component because...

US Defence Department says climate change threatens national security – so how green is your deal?

Stroock & Stroock & Lavan LLP On 12 November 2014, President Barack Obama and Chinese President Xi Jinping issued a joint announcement on climate change and clean energy cooperation, in which the leaders “reaffirmed the importance of...

Banking & Finance

The market abuse regulation: are we nearly there yet?

Covington & Burling LLP The Market Abuse Regulation (MAR), together with the Directive on Criminal Sanctions for Market Abuse (CSMAD), form a package of legislative proposals known as ‘MAD II’ which was published in the Official Journal of the European Union (EU) on 12 June...

Equity market microstructure and the challenges of regulating HFT

The Brattle Group An apparent paradox may have emerged in market making: bid-ask spreads and aggregate profits from market making (after accounting for higher trading volumes) have declined but aggregate profits from high-frequency trading (HFT), through which market making...

Risk Management

Cyber security from the top down: directors take on the challenge of data security risks

Ulmer & Berne LLP With the ever-increasing business risk relating to cyber security, there is an evolving expectation that directors will not only understand the risk, but also will implement reasonable measures to protect consumer and personal data, as well as intellectual...

A new approach to risk assessment for cyber insurance

TSC Advantage The cyber marketplace continues to introduce new products to address emerging exposures and to accommodate exclusions in conventional property and casualty forms. Over $800m in total capacity is available to insureds looking for protection...



EMIR versus UCITS: the clash of regulations

Bryan Cave LLP European asset managers are now facing difficulties with reconciling the longstanding Directive on Undertakings for Collective Investment in Transferable Securities (UCITS Directive) with the recent European Market Infrastructure Regulation (EMIR). In effect...

Privacy compliance for big data initiatives

Foley & Lardner LLP While big data presents tremendous opportunities for businesses, it also raises numerous legal compliance issues arising out of the collection, use, storage and sharing of personal information. There are two fundamental characteristics of big data...

Non-parallel tracks: the divergence of trade remedies from climate control

BakerHostetler LLP The US is a leading proponent of the Environmental Goods Agreement (EGA) whose negotiation has begun under the auspices of the WTO. Fourteen countries, representing 86 percent of global trade in what the participants have identified as ‘environmental goods’...


AIG Australia

BakerHostetler LLP

Bryan Cave LLP

Carlton Fields Jorden Burt, P.A.

Covington & Burling LLP

Cushman & Wakefield

Davies Ward Phillips & Vineberg LLP

Executive Sounding Board Associates LLC

Foley & Lardner LLP

Freedom Specialty Insurance


Hogan Lovells

Houlihan Lokey


Kirkland & Ellis International LLP


Liquidity Services

LNG Capital

Maersk Oil

McCarthy Tetrault

Rcapital Partners LLP

R-T Specialty, LLC

Stroock & Stroock & Lavan LLP

The Brattle Group

TSC Advantage

Ulmer & Berne LLP

Willkie Farr & Gallagher LLP

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