www.debevoise.com
ILFA 2018 –
Advanced Training
20 September 2018
ILFA 2018 – Advanced Training
Executive Summary
www.debevoise.com
Executive Summary
1 PE FUNDS 101 PRESENTATION
2 STRUCTURING PE DEALS IN AFRICA PRESENTATION
3
AFRICA PRACTICE
Debevoise’s highly regarded Africa practice advises both local and international
organisations on a wide range of matters, including investments, M&A, projects,
disputes and joint ventures in the region.
4 BIOGRAPHIES
Geoffrey P. Burgess Partner, London [email protected] +44 20 7786 9075 . Geoffrey Kittredge Partner, London [email protected] +44 20 7786 9025 . Matt Dickman International Counsel, London [email protected] +44 20 7786 5455 . Sayo Ogundele Associate, London [email protected] +44 20 7786 9071
PE Funds 101
20 September 2018
Geoffrey Kittredge
Matthew Dickman
Notices
• The contents of this presentation should not be construed as legal, tax,investment or other advice.
• The information in this presentation regarding market data and markettrends is a general overview prepared based on selected funds. The datagenerally does not distinguish funds based on industry focus, nor does itdistinguish between funds raised by institutional and independentsponsors. These and other considerations may cause fund terms todeviate significantly from the general trends noted in this presentation.None of the information presented herein should be held out asrepresenting the views of Debevoise & Plimpton.
• © Copyright 2018 Debevoise & Plimpton – All rights reserved.
2503580320
Today’s Presenters
GEOFFREY KITTREDGEPartnerTel: +44 20 7786 [email protected]
MATTHEW DICKMANInternational Counsel+44 20 7786 [email protected]
3
Table of Contents
1. Overview of Fund Types and Fundraising Process
2. Structuring Private Equity Funds
3. Key Economic Terms
4. Other Key Terms and Investor Protections
5. Investor Negotiation Focal Points
Appendix: Statistics on Certain Key Terms
4
1. Overview of Fund Typesand Fundraising Process
5
Blind Pools and Other Fund Types
• Blind Pools
• Pledge Funds
– Opt in / Opt out
– Mixed with blind pool
• Deal-by-Deal Funds
– Single investment opportunity (“cost sharing agreement”?)
– Stepping stone to traditional fund
• Separate Accounts
– Single investor fund (“fund of one”)
6
Who are the Investors?
• Pension plans (tax exempt, public and private/ERISA)
• Endowments and private foundations (tax exempt)
• Life insurance companies (taxable)
• Banks and financial institutions (taxable)
• Funds of funds (mixed taxable/tax exempt)
• Development Finance Institutions (tax exempt)
• Sovereign wealth funds (tax exempt)
• Individuals and family trusts (taxable)
7
Fundraising Steps
Pre-Marketing
PowerPointpresentation
1 or 2 months
Placementagent?
Detailedtermsheet
Legal, tax,marketingadvisers
Structure andTerms
PPM
Roadshow
Investors’diligence
Launch
Fundagreement
Ancillarydocuments
Side letters
InvestorNegotiations
Targetclosingdate
“Dry”/signing
Disclosureupdate
InitialClosing
SubsequentClosings
Structure True-ups
8
The Offering: Primary Fund Docs
• PPM
– Track record
– Marketing sections/transaction summaries
– Summary of terms
– Risk factors
– Conflicts of interest
– Tax, securities, ERISA disclosure
• Limited Partnership Agreement
– Terms expanded into detailed provisions
– Terms heavily negotiated
– Side letters
• Subscription Agreement
– Representations & warranties
– Indemnity
– AML
“Unlawful to make any untruestatement of a material fact or toomit to state a material factnecessary in order to make thestatements made, in the light ofthe circumstances under whichthey were made, not misleading.”
9
Closings
• The amount of time that the General Partner may hold closings toadmit additional LPs is limited in duration
• LPs want the General Partner’s focus to move to doing deals; concernover new investors getting to take a risk-free look at deals and buy in atcost instead of increased value
• In today’s market, you often see a 12- to 18-month admission period,beginning on the date of the Fund’s Initial Closing
10
Marketing in Non-AIFMD Jurisdictions
• Certain jurisdictions can market to suitably qualified investors on a privateplacement basis
• Certain jurisdictions require registration/extra compliance measures, e.g.:
– Japan: filing a Form 20 and complying with applicable reportingobligations
– Korea: registering with the FSS and complying with applicablereporting obligations
– Switzerland: appointing a Swiss representative/distributor/payingagent, unless only marketing to financial institutions or institutionalinvestors
• “Offshore” marketing in certain jurisdictions
– Ensure meetings do not take place onshore where applicable
– Ensure materials are not provided/signed onshore where applicable
– Business team should work with fund counsel to craft bespokemarketing legends and discuss applicable rules
11
Marketing in AIFMD Jurisdictions
• Non-EU AIFMs generally rely on national private placement regime
– “Easy” jurisdictions, where notification/simple registration with therelevant authority is sufficient (e.g., UK, Netherlands)
– “Medium” jurisdictions, where registration process is more involved(e.g., Germany, Norway)
– “Hard” jurisdictions, perhaps only reverse solicitation (e.g., Italy,Spain)
• Reverse solicitation
– What constitutes reverse solicitation differs for each jurisdiction
– Avoid initiating contact with prospective investors in the prospectiveinterests (including existing LPs of existing funds)
– Discuss with fund counsel on a jurisdiction by jurisdiction basis
• Once registered, generally have ongoing reporting obligations
– May want to be selective in making registrations
12
2. Structuring Private Equity Funds
13
Fund Structure
Typical offshore fund structure
Fund(Limited Partnership)
GP LPs
Manager
Fund Sponsor
ManagementFee
InternationalInvestors
FundSponsor
Various jurisdictions
Tax efficient jurisdiction
PortfolioCompany
PortfolioCompany
HoldingCompany
PortfolioCompany
Treaty networkor other jurisdiction
Investment jurisdiction
Adviser
AdvisoryFee
Key sponsor jurisdiction /investment jurisdiction
14
Structuring Considerations
• Fund vehicle entity type and domicile may vary based on investmentfocus
• Key objectives are tax-transparency at the fund level, flexibility at theinvestment level and responsiveness to investor requirements
• Most EM funds are structured as limited partnerships
– Simple, customary and very flexible
– US limited partnerships create tax issues for US investors andare generally avoided
• Impact of BEPS
15
Structure Drivers• Levels
– Fund (keep it familiar to investors)
– Below-the-fund (portfolio investments)
– Above-the-fund (GP, Manager/Adviser, carry vehicles)
• Tax
– Investors (taxable/tax-exempt? Key jurisdictions?)
– Parent sponsor (capital investment)
– Team (carried interest? Management company profits? Employee bonusscheme? Co-invest?)
– JV partners, co-sponsors?
• Legal and regulatory
– Fund
– GP, Manager/Adviser
– Flexibility (“drafting the deal”)
• Investments
– capital gain? income? both?
16
Structuring Private Equity Funds
• Common to use a limited partnership structure
– General Partner makes decisions and has unlimited liability
– LPs provide capital, have very limited authority to makedecisions and have limited liability
– Limited partnership structure allows for great flexibility
• Organized in a jurisdiction that will not impose tax on the Fund itself
– Rationale is that tax will be paid by each LP in its homejurisdiction
17
The General Partner
• Ultimate management control over Fund
– But may delegate to or appoint Manager
• Unlimited liability
• Single-purpose vehicle (separate GPs for Fund I, II, III,...)
• Generally structured as a limited partnership or limited liabilitycompany
• Fund makes investments, but essentially a passive vehicle
– Operates through its General Partner or Manager
18
The Manager/Adviser
• The real “business” of the Fund sponsor
– Employees, real estate, corporate goodwill are here
– Finds, negotiates, oversees investments
– Receives a management or advisory fee
• Can manage or advise more than one fund
• Generally structured as a limited liability company or a limitedpartnership
19
Co-Investment and Parallel Funds
• Co-investment funds may have different terms
• Generally invest at the same time and on the same terms as the Fund
• Key investor point: avoid cherry-picking
• Generally cannot exit prior to the Fund’s exit
• Share investment expenses, indemnification expenses
20
3. Key Economic Terms
21
Management Fee
• During the Investment Period, generally a fixed percentage of totalcommitted capital, paid on a semi-annual or quarterly basis; there aresome variations
• After the Investment Period, generally a fixed percentage of totalinvested capital; there are some variations (write-offs, writedowns,successor funds)
• Reductions for other fees: directors’ fees; transaction fees; monitoringfees; advisory fees; break-up fees
• ILPA:
– Should be based on reasonable operating expenses and reasonablesalaries
– 100% offset of fees
– Step down at end of the Investment Period, during term extension andonce there is a follow-on fund
22
Alternative Management Fees
• Increased prevalence of variable rates post-global financial crisis
– Management fee rate is lower for LPs investing at first closing (“early birddiscount”)
» Reduction in headline MF rate for first closers
» Reduction in headline MF rate for first closers, but only for a finite period(e.g., during fundraising or first year of investment period)
» Reduction in headline MF rate and a carried interest discount for first closers
– Management fee rate varies based on size of LP’s Commitment
» Fund offers specified discount on headline MF rate for all LPs withCommitments in excess of specified amount (or tiers of increasing discountsfor tiers of increasingly large Commitments)
– Management fee rate payable by all LPs varies based upon aggregateCommitments
» MF rate is 2% of aggregate Commitments up to $1bn or 1.25% of aggregateCommitments above $1bn
– Other variations, e.g., take into account commitments to other funds of the samesponsor
23
Distributions (aka The Waterfall)
• First: return of capital – 100% to the Limited Partners to returncontributed capital
• Second: 8% preferred return – 100% to the Limited Partners to givethem an 8% return on those amounts
• Third: GP catch-up – 100% to the General Partner to “catch up” to the80/20 deal
• Fourth: 80/20 split – 80% to the Limited Partners and 20% to theGeneral Partner
• US model: more likely to return only capital on realized deals, capitalfor [net] unrealized loss deals and management fees and other fundexpenses allocable to such amounts prior to carried interest
• Current income waterfall
24
Carried Interest Clawback
• Protects the 80/20 deal and preferred return
• If at the end of the Fund it is determined that the General Partner hasreceived more than 20% of the profits or the Limited Partners have notachieved the preferred return, then the General Partner must returnthe amount of any over-distributions (amount capped on an after-taxbasis)
• Interim clawback sometimes seen, particularly in US model waterfallthat returns capital deal by deal
• Guarantee of clawback is typically several, not joint and several
• Escrow/reserve account
25
All Partner Giveback
• Under certain circumstances, the General Partner may require thePartners to return distributions for the purpose of satisfying any Fundobligations or liabilities
• Often limited by time and/or amount
26
Co-Investment
• Can be a big attraction for LPs; GP often has wide discretion todetermine availability/amount of co-investment
• Co-investors generally invest at the same time and on the same termsas the Main Fund
• Key issues:
– Side letter co-investment rights?
– Fee/carry?
– Apportionment of expenses
– Co-investment vehicle?
– Disclosure of co-investment rights/process to other LPs
27
4. Other Key Termsand Investor Protections
28
Term and Investment Period
• 10-year term, plus 2 or 3 one-year extensions
• Five-year investment period beginning on the date of the Initial orFinal Closing
• Once the Investment Period is over, the Fund cannot make newportfolio investments, but may (i) complete portfolio investments thatare in process, (ii) make follow-on investments [in an aggregateamount up to [25%] of total Commitments], and (iii) continue to drawdown Commitments to pay Fund liabilities and expenses
29
Key Person Termination
• Provision protects the LPs in the event that Mr. or Ms. Big, or a certainnumber of Principals, leaves the Manager or devotes insufficient timeto the Fund
• Suspension of Investment Period to propose qualified replacements
• Management Fee consequences?
• Could be very difficult to maintain the Manager’s business in the eventof termination of the Investment Period
30
No Fault Rights
• LPs may vote to terminate the Investment Period (or, in some funds, toremove the General Partner or force the Fund to wind up) for any or noreason
• Important to have the percentage vote large enough (e.g., 75%, 80% or85% in interest) to avoid minority of LPs (by number) forcing adecision on the majority of the LPs
• Accounting consolidation issue for institutional sponsors
• Considerations: economics if General Partner is removed?
31
For-Cause Removal
• If a court has determined that the General Partner engaged in certainconduct (e.g., conviction of a fraud or felony having a material adverseeffect on the Fund), the LPs may vote to remove
• Generally majority or 66-2/3% in interest required to remove
• Considerations: haircut on the carried interest
32
Successor and Affiliate Funds
• Generally will need Advisory Committee or LP approval to makeinvestments on behalf of a successor fund before the earlier of (i) theend of the Investment Period and (ii) the date on which [80%] of totalCommitments have been invested, reserved or committed
• Affiliate conflicts: other funds and activities
• Deal flow allocation: right of first refusal
33
Advisory Committee
• Committee of investor representatives selected by the General Partner
• Generally serve for the entire term of the Fund
• Consulted by the General Partner as needed regarding potentialconflicts of interest; may approve the Fund’s valuation methodology
• Impact of ILPA proposals
34
Diversification
• Provision prevents the General Partner from putting too much moneyin any one deal, and sometimes in any one industry and/or outside aspecified geographic location
• Typically includes guarantees
35
Exclusion from Certain Investments
• An LP may be excused from a deal if participating in such deal wouldbe illegal or is otherwise prohibited by statute or regulation, and incertain other limited circumstances
• An LP may be excluded from a deal if the General Partner determinesthat such LP’s participation in such deal would be illegal or wouldimpose a material tax, regulatory or other burden on the Fund, and incertain other limited circumstances
36
Bridge Investments
• Provision allows the Fund to provide interim financing to a portfoliocompany in connection with an investment
• The amount is generally capped
• Typically treated as a portfolio investment after 12-18 months
37
Reinvestment/Recycling
• Provision allows the Fund to reinvest capital returned to the LPs withinlimited time frame (e.g., capital invested by the Fund and realizedwithin [13] months)
• Generally permitted to recycle capital funded to pay Fund expenses ororganizational expenses
38
Organizational Expenses
• The Fund pays all legal and other expenses incurred in connection withthe formation of the Fund, generally capped at a percentage ofCommitments or a flat amount
• The Manager will bear any organizational expenses in excess of thestated cap, sometimes through a 100% offset against the ManagementFee
• Similarly, placement fees are typically borne by the Manager,sometimes through a 100% offset against the Management Fee
39
Other Expenses
• The Manager will pay all normal overhead and operating expensesincidental to its provision of day-to-day services to the Fund (e.g., rent,utilities, salaries of the Principals and the other employees)
• The Fund will pay: all costs, expenses and liabilities in connection withits operations, including: fees, costs and expenses related to thepurchase, holding and sale of portfolio investments (to the extent notreimbursed); expenses incurred in connection with transactions notconsummated; insurance premiums; taxes; fees and expenses ofaccountants, administrators, counsel and consultants; costs andexpenses of the Advisory Committee and the annual meeting; litigationexpenses; and other extraordinary expenses
40
Indemnification/Exculpation
• Absent gross negligence, fraud, willful misfeasance, reckless disregardof duty or gross negligence (“Disabling Conduct”), none of the GeneralPartner, the Manager or the Advisory Committee will be liable to theFund or the LPs, and they will be indemnified for liabilities incurred inconnection with the Fund
• Definition of Disabling Conduct may be expansive or more narrow
41
Reporting/Annual Meeting
• Annual audited financial statements and quarterly unaudited financialstatements and other reports are generally provided to the LPs
• The Fund will hold annual meetings to discuss the Fund’s investmentactivities and portfolio
• FOIA considerations
42
Transfers and Withdrawals
• LPs generally may not sell, transfer or pledge their interests in theFund except with the consent of the General Partner
• LPs generally may not withdraw from the Fund
43
Subsequent Closing Partners
• LPs admitted to the Fund after the Initial Closing generallyparticipate in all deals made prior to their admission
• Contribute an amount equal to their proportionate share of allfunded Commitments of Partners admitted in prior closings, plusinterest
• Amounts contributed by subsequent closing Partners (other thanamounts attributable to the Management Fee) are refunded to thepreviously admitted Partners and, other than the interestcomponent, may be drawn down again by the Fund
44
Drawdowns
• Unlike a hedge fund, a private equity fund only calls capital as andwhen needed to make investments and to pay Fund liabilities andexpenses
• Generally upon 10 days’ prior written notice
• Fund may utilize a credit facility to bridge drawdowns
• Early drawdowns increase the amount of distributions to investorsnecessary to achieve the preferred return and reduce the Fund’sIRR. Credit facilities are therefore viewed by many sponsors andinvestors as a benefit. Overall return (and GP’s carry, assumingpreferred return is cleared), however, will be lower as a result ofinterest expense.
45
Limited Partner Default
• Penalty for failing to contribute capital on time or at all
• Penalty for transferring all or a portion of its interest in contraventionof the Limited Partnership Agreement
• Enforceability, especially in bankruptcy
46
5. Investor Negotiation Focal Points
47
Investor Negotiation Focal Points
• Rights to extend Fund term/investment period (effect on managementfees?)
• Investment Restrictions and Diversification
• ESG Policies – Covenants from GP to comply with the GP’s own ESGpolicies and for the GP to comply with LP’s ESG policies
• Excuse Rights – Requests for a broad range of policy driven excuserights (particularly with respect to softer criteria (environmental,human rights, etc.))
• Caps on Maximum Additional Amounts Callable to CoverExcuse/Default – Requests for a cap on the amount able to be drawn tocover a shortfall arising from an excuse or default
48
Investor Negotiation Focal Points (cont’d)
• Conflicts of Interests – Increased focus on how conflicts of interest areaddressed
• LP Advisory Committee – Requests for more detailed provisionsregarding the operation of the advisory committee and increasedtransparency of advisory committee business vis-à-vis other LPs
• Amount of GP commitment (“skin in the game”)
• Fund size – hard cap? (and floor?)
• Recycling and reinvestment
49
Investor Negotiation Focal Points (cont’d)
• Upstreaming of information – Requests (especially from funds offunds) to upstream a broad range of information, including portfolio-level financial and non-financial information
• Bespoke Reporting – Requests for quarterly and annual reports in abespoke format as well as requests for bespoke or ILPA-formdrawdown and distribution notices
• Restrictions on disclosure of LP name/identity
• Co-Investment – Requests for pre-agreed terms for co-investmentopportunities (no fees, no carry) and obligations to offer suchopportunities to requesting LPs
50
Investor Negotiation Focal Points (cont’d)
• Side Letters
• Typical issues:
– “Most Favored Nation” (Based on commitments? Carve-outs?)
– Confidentiality carve-outs
– Use of LP’s name
– Reporting
– Excuse rights
– Compliance with Law covenants
– “No litigation” representations
51
Appendix: Statistics onCertain Key Terms
52
Sample & Methodology
• Charts in the body of this presentation are based on a review of key business and legal termsfor 366 funds raised since 2009 and contained in the Debevoise IMG Database:
– 111 funds in the Asia-focused funds sample, ranging in size from $24 million to $6billion
– 17 funds in the Latin America-focused funds sample, ranging in size from $70 millionto $2.1 billion
– 7 funds in the Africa-focused funds sample, ranging in size from $250 million to $1.1billion
– 21 funds in the other emerging market-focused funds sample (which include MENA,CEE/CIS and multi-EM region funds), ranging in size from $65 million to $2.8 billion
– 122 funds in the U.S. buyout fund sample, ranging in size from $70 million to $18.4billion
– 88 funds in the European buyout fund sample, ranging in size from $65 million to $15billion
• The emerging market sample includes a range of national and regional focuses and investmentstrategies, including buyout funds, real estate funds, infrastructure funds and growth capitalfunds. The sample does not include funds of funds or secondary funds.
53
Management Fees RatesManagement fee percentage rate during investment period(Source: Debevoise IMG Database)
54
Management Fees Rates (cont’d)Management fee percentage rate after investment period(Source: Debevoise IMG Database)
55
Fee Offsets – Transaction fee and other offsetsagainst the management feeTransaction fee sharing(Source: Debevoise IMG Database)
56
Distributions (cont’d)Distribution waterfall(Source: Debevoise IMG Database)
57
Carried Interest Clawback TimingFrequency of carried interest clawback operation(Source: Debevoise IMG Database)
58
Carried Interest Clawback ProtectionGP carried interest guarantees(Source: Debevoise IMG Database)
59
Carried Interest Clawback Protection– Escrow ArrangementsEscrow arrangements(Source: Debevoise IMG Database)
60
Carried Interest Clawback Protection– Escrow Arrangements (cont’d)Escrow arrangements – percentage of distributions held in escrow(Source: Debevoise IMG Database)
61
All Partner Giveback (cont’d)All partner giveback provisions(Source: Debevoise IMG Database)
62
All Partner Giveback (cont’d)Cap on all partner giveback amounts – source basis(Source: Debevoise IMG Database)
63
All Partner Giveback (cont’d)Cap on all partner giveback amounts – percentage basis(Source: Debevoise IMG Database)
64
All Partner Giveback (cont’d)Time limit on all partner giveback obligations – reference date(Source: Debevoise IMG Database)
65
Key Person Termination (cont’d)Key person provisions(Source: Debevoise IMG Database)
66
Key Person Termination (cont’d)Operation of key person provisions(Source: Debevoise IMG Database)
67
No Fault SuspensionNo fault suspension of commitment period(Source: Debevoise IMG Database)
68
No Fault RemovalNo fault GP removal(Source: Debevoise IMG Database)
69
No Fault DissolutionNo fault dissolution of fund(Source: Debevoise IMG Database)
70
Thank You
New York919 Third AvenueNew York, NY 10022+1 212 909 6000
Washington, D.C.801 Pennsylvania Avenue N.W.Washington, D.C. 20004+1 202 383 8000
London65 Gresham StreetLondonEC2V 7NQ+44 20 7786 9000
Paris4 place de l’Opéra75002 Paris+33 1 40 73 12 12
FrankfurtTaunustor 1 (TaunusTurm)60310 Frankfurt am Main+49 69 2097 5000
MoscowBusiness Center MokhovayaUlitsa Vozdvizhenka, 4/7Stroyeniye 2Moscow, 125009+7 495 956 3858
Hong Kong21/F AIA Central1 Connaught Road CentralHong Kong+852 2160 9800
Shanghai13/F, Tower 1Jing’an Kerry Centre1515 Nanjing Road WestShanghai 200040+86 21 5047 1800
TokyoShin Marunouchi Bldg. 11F1-5-1 Marunouchi, Chiyoda-kuTokyo 100-6511+81 3 4570 6680
71
Structuring PE Deals inEmerging Markets
Geoffrey P. Burgess
Sayo Ogundele
International Lawyers for Africa
September 20, 2018
Agenda
• Introduction
• Investment structuring
• Governance
• Transfers and exits
• Other deal issues
• Enforcement
2
3
INTRODUCTION
Contexts
• Shareholders’ agreements are used in many situations
• PE minority/majority investment with existing founder(s)
• PE true “club deal”
• PE “mixed club”
• PE “coinvestment”
• PE “management equity”
• PE - emerging markets minority investment
• Founding professionals of a PE fund
• Other strategic joint ventures
4
Term Sheet vs Long-Form Documentation
• Term sheet is crucial to bring issues to the table
• Few business people are experienced with all aspects of shareholders’agreements
• Nothing beats a term sheet to focus attention on tough issues
• Better to kill the deal early if no meeting of the minds
• Term sheet only?
• Consortium agreement in state tender
– Consortium agreement in state tender
– Club deals in auction process
– Enough to get internal approvals
5
6
INVESTMENT STRUCTURING
Common Structuring Drivers
• Target’s business plan, e.g., financing and expansion
• Local licenses
• Local shareholding requirements
• Governmental and third-party consents for the deal
• Tax optimization
• Exchange control
• Refinancing and exit planning
• Enforceability
• Minimizing risk of state interference
7
Structuring Tools
• Change investor form and/or location
• Change form of investment or financing
• Change target jurisdiction
• Use of contracts
• Use of variable interest entities
8
Tax Aspects
• Potentially applicable rules
– Domestic law
– Treaties
– Special U.S. issues
– Creditability of taxes paid
• Key taxable moments
– Entry: transfer taxes
– Holding period
» Taxes on dividends (internal, WHT) and shareholder loan interest
» Transfer pricing
» Don’t forget intra-group transfers
» Refinancing/recapitalizations
– Exit: transfer taxes, capital gain taxes, WHT
• Recent drive to implement “BEPS” (base erosion profit shifting) principles
9
Investment Treaties: What Are They?
• Investment treaties are agreements between two (or more) states for the promotion andprotection of investments made by nationals of one state in the territory of the otherstate(s)
• Investment treaties contain binding international legal obligations that are usuallydirectly enforceable by investors against states:
– Provide fundamental substantive legal protections for investment as alternativeto local law (e.g., prohibits expropriation and discrimination; mandates fair andequitable treatment; respect of contractual rights etc.)
– Provide for international arbitration of treaty claims as alternative to local courts
• Investment treaty protection is critical for cross-jurisdictional investments, particularlythose made in high-risk jurisdictions
• Level of protection varies by treaty
– Key to understand what is not covered, e.g., tax risks
• Protection may be available for indirect investments
10
Investment Treaties: How Do Investors Benefit?
• Investors can structure their investment so that they are affordedsuitable protection under a treaty
• Investment structuring is not expensive to do and can be undertaken inconjunction with tax structuring, especially compared with alternativeprotections such as political risk insurance
• Investment structuring can be done when making an investment orsubsequently (prior to a dispute arising)
• Qualifying investors with protected investments have won (althoughnot always obtained full recovery) sizeable awards when a state hasbreached its obligations:
– $1.8 billion award in Occidental Petroleum v. Ecuador
– $780 million award in CSOB v. Slovak Republic
– $330 million award in CME v. Czech Republic
11
Common Holding Company Jurisdictions
• “Offshore”, “onshore”, hybrid jurisdictions
• BVI/Cayman Islands
• Mauritius
– Excellent tax network
– Decent BIT network
– Business-friendly, stable government
– Common law, with a twist
• Luxembourg and Netherlands
– Similar to Mauritius
– Not African
– Civil law
• Others?
12
Funding and Contributions
• Funding schedule
• Backup plan for overruns
• Equity vs shareholder loans vs third-party debt
• Forms of equity (e.g., preference shares)
• In-kind contributions
• Shareholder loan terms
• Backup plan for overruns
• Pre-emption rights for issuance of new equity and exceptions
13
Typical Structures
14
Foreign Investor
Holdco OtherShareholders
Target
Typical Structures (cont’d)
15
Foreign Investor
HoldcoOther
Shareholders
NewHoldco
Target
Typical Structures (cont’d)
16
Foreign Investor
HoldcoOther
Shareholders
Target
Sub1 Sub2 Sub3
Shareholderloans
Shareholderloans
Typical Structures (cont’d)
17
Foreign Investor
HoldcoInternationalShareholders
NewHoldco
Target
LocalShareholders
Typical Structures (cont’d)
18
Foreign Investor
HoldcoOther
Shareholders
NewHoldco
Target
LocalShareholders
Domesticlicensee(the VIE)
VIE controlcontracts
19
GOVERNANCE
Objects
• “Business”
• Exceptions
• Geography
• Duration
• Flexibility to change objects
20
Governance
• Governance structure: oversight vs execution
• Shareholders vs board vs board committees vs management
• Veto rights and other minority protections
– Protective rights only (e.g. approval of changes to the scope of the business)
– Veto rights that affect day-to-day management (e.g. approval of business plan)
• Personal rights vs scaling with shareholding
– Usually voting percentages correspond to economics
– But not always….
• Interaction with company articles and local law
• Authority of founders/key managers
• Governance of subsidiaries
• Resolution of disagreements
21
Deadlocks
• What if the parties cannot agree:
• Depends on whether deadlock is on protective right or on day-to-daybusiness matters
• Could do nothing
• Mediation/adjudication of dispute
• End relationship
– Sell the venture to third parties
– One party buys the other
– Dissolve and liquidate
22
Affiliate Transactions
• Identify likely affiliate transactions in advance
• Think carefully about what is an “affiliate”
– For founders/managers, are family members included?
– For funds, are portfolio companies included?
• Special rules for permitted transactions
• Approval required even if “arms length”?
• Enforcement
23
24
TRANSFERS AND EXITS
Transfers & Exits: General Issues
• Should indirect transfers be regulated? If so, how?
• Are partial transfers permitted?
• What rights are assignable with the shares?
• “Stapling” of all instruments: shares, shareholder loans, etc.
• Prohibited transferees
• Applicable securities laws
• Construction of the clause: all permitted unless prohibited? Or viceversa?
• Specific exit rights discussed below. Generally, a PE fund’s exit rightsexpand over time
25
Transfers & Exits: Initial Hold Period
• Transfers are often restricted until:
– A certain period of time has passed
– The occurrence of a “trigger event”
• Management transfers are sometimes restricted indefinitely
• Exceptions:
– Affiliate transfers (consider who is an affiliate and what happensif the relevant person ceases to be an affiliate)
– Estate planning (for management)
– Under other clauses (e.g., pursuant to tag-along rights)
• Consider stapling of all instruments: shares, shareholder loans etc.
26
Transfers & Exits: Post-Hold Period
• Permitted, but possibly subject to:
– Right of First Refusal/Right of First Offer
– Tag-Along Rights
– Drag-Along Rights/Forced Sale Provisions
– Put and Call Provisions
– Registration Rights
27
Transfers and Exits: ROFR, ROFO
• Right of First Refusal (ROFR): If a shareholder receives an offer forthe purchase of its shares from a third party, it must provide specifiedother shareholders with the opportunity to match that offer within acertain time period
• Right of First Offer (ROFO): If a shareholder proposes to sell itsshares, it must first offer the shares to specified other shareholders
– The selling shareholder delivers a notice to the other specifiedshareholders which will contain, among other things, the price atwhich the transferring shareholder wishes to sell its shares.
– If the other specified shareholders do not elect to purchase theoffered shares, the selling shareholder is permitted to sell itsshares to a third party, but only at a price that is equal to orgreater than what was offered to the other specifiedshareholders.
28
Transfers and Exits: ROFR, ROFO
• Which parties’ shares are subject to ROFR or ROFO? Which partieshave the benefits of the ROFR/ROFO?
• Is the ROFR/ROFO exercisable for less than all of a transferringshareholder’s interest?
• Can other conditions be imposed?
• If the ROFR or ROFO is not exercised, how long will the transferringshareholder have to complete a sale with a third-party purchaser? Anyroom for deviation on terms of third-party sale?
• How do these differ from pre-emption rights?
29
Transfers and Exits: Tag Rights
• Rights to participate, pro rata, in a proposed sale by anothershareholder
– Any minimum size/value?
– Which shareholders will be subject to (and have the benefit of)tag rights?
– When can minority tag out 100%?
• Tagging shareholders must transfer their shares on the same terms andconditions and for the same consideration as the transferring Sponsor
– Permit sales for non-cash?
• Any limitations on reps/warranties that tagging shareholders may berequired to make? Liability cap for tagging shareholders?
30
Transfers and Exits: Drag Rights
• Right to require other holders to participate pro rata if the leadinvestor proposes to sell shares
– Which investors will have drag-along rights? Will rights beexercisable immediately, only after the initial hold period, orafter some other triggering event?
– Will drag-along rights apply to sales of less than all of thedragging shareholder’s shares? If so, any will any minimum salesize apply?
– Any minimum investment return required?
• Dragged holders sell on same terms as initiating seller
– To what extent can shareholders be dragged into reps,indemnities, etc?
– Can holders be dragged into a sale for non-cash?
31
Transfers and Exits: Forced Sale / IPO
• One or more of the lead investors has the right to sell the entirecompany and, typically, run a sales process
– Like drag-along rights, forced sale provisions allow the initiatingseller to maximize its exit proceeds by giving it the ability to sellthe entire company
– Puts the entire Company in play prior to securing a buyer (e.g.,engaging an investment banker, preparing an offeringmemorandum, conducting an auction)
– Sometimes includes a “forced IPO” alternative (with registrationrights, if applicable)
• A well drafted drag-along right can provide the same benefits as aforced sale provision
32
Transfers and Exits: Puts and Calls
• Provides one party with certainty of exit
• Held by a shareholder or the JV company
• Common contexts:
– By managers upon certain termination events
– “Punishment” for breach
• How is put/call price determined?
– “For Cause”: typically the lower of FMV and original purchaseprice, or a fixed discount to FMV
– “Without Cause” termination death, disability: typically FMV
– Who determines FMV and using what methodology?
• Relationship with other damages
33
34
OTHER DEAL ISSUES
Compliance Matters
• Applicable compliance procedures
– Impact investments
– Can applicable rules change over time
• Ongoing reporting
• Special audit rights
• Special remedies
35
Non-Compete Undertakings
• What “business” is within the scope of protections?
• What “affiliates” are bound?
• Non-compete provisions and their scope and exceptions
• Obligations to refer business
• Restrictions on poaching of employees
• Relationship to confidentiality provisions
• Duration and survival of the restrictions
36
Related Agreements
• What related agreements are needed?
• When do they go into place?
• Relationship for defaults
• Special governance issues, e.g., enforcement
37
Other Deal Issues
• Dividend policy
• Pre-emption rights
• Information rights
• Confidentiality
• Parent entities
• Application of US/UK/EU law
• Merger control
• IP
• Tax planning
• Investment treaty protections; other political risk issues
• Choice of law; resolution of disputes
38
39
ENFORCEMENT
Solutions to Common Problems
• Local courts are weak, slow, partial
– Submit to jurisdictions of foreign courts
– Local or international arbitration
– Watch out: local courts may be required for certain matters
• Difficulty in enforcing foreign arbitration awards
– Offshore collateral
– Third-party guaranties
• Counterparty credit risk
– Third-party guarantees
– Collateral, such as pledge of JV company stake
– Representation and warranty insurance(?)
40
Solutions to Common Problems (cont’d)
• Political risks
– Legal stabilization agreement
– Bilateral investment treaty
– Political risk insurance
– Involvement of DFI’s
• Multiple parties and stakeholders
– Effect on arbitration process
– Ability to seek mischief in multiple jurisdictions
• Contractual incentives
– Below FMV buy-out rights
– Disenfranchisement provisions
– Audit rights
– Publicity rights
41
Dispute Resolution
• Characteristics
– Speed
– Cost
– Determinative/Binding
– Finality
– Enforceability
– Relationship/Business preserving
– Privacy/Confidentiality
– Fairness
– Thoroughness
– Flexibility
– Autonomy
42
Dispute Resolution (cont’d)
• Some options
– Negotiation
– Mediation
– Neutral Evaluation
– Adjudication/Expert Determination
– Litigation
– Arbitration
43
Dispute Resolution (cont’d)
• International Arbitration – the “Gold Standard”
– Private (but not necessarily confidential)
– Enforceable – NY and other conventions
– Neutral
– Final
– Flexible
– Party autonomy
• But not necessarily:
– Fast
– Cheap
44
Dispute Resolution (cont’d)
• International Arbitration – the “Gold Standard”
– Most African states are signatories to the NY Convention (Angola6 March 2017)
– Several have adopted the UNCITRAL Model Law, includingKenya, Nigeria and Uganda
– Sixteen African states are currently members of the Organisationfor the Harmonisation of Business Law in Africa (OHADA), andhave adopted Uniform Arbitration Act (Uniform Act)
• But many states are not NY convention signatories: Western Sahara,Libya, Guinea-Bissau, Sierra Leone, Togo, Chad, Sudan, Eritrea,Ethiopia, Somalia, Republic of Congo, Malawi, Namibia
• And even some signatories have a poor record of enforcement:
– See e.g., IPCO (Nigeria) Limited (IPCO) v. Nigerian NationalPetroleum Corporation (NNPC)
45
Dispute Resolution (cont’d)
• International Arbitration – some basic choices
– Governing law
– Seat/Venue/Place of Arbitration
– Ad Hoc or Institutional
– Language
– Number of arbitrators
– Method of appointment
46
Dispute Resolution (cont’d)
• Investment Treaty Arbitration
• Parties: Investor v. State/State entity
• Claim: The State breached its (public international law) obligations tothe investor under the investment treaty
• Forum: International arbitration (e.g., ICSID, ICC, ad hoc underUNCITRAL rules)
• Process:
– Notice of dispute (cooling-off period)
– Request for arbitration
– Arbitration (may be split into jurisdiction/merits/quantumphases)
– Annulment (potentially, in ICSID arbitration)
47
Dispute Resolution (cont’d)
• Investment Treaty Arbitration
• Enforcement
– ICSID arbitration award enforced in contracting states as if itwere a final judgment of a court in that state
– Other arbitration award may be enforced as a commercialarbitration award against a state
• Publicity
– Existence of ICSID arbitrations is in the public domain
• Effect on business relationship?
48
Dispute Resolution (cont’d)
The best of all possible worlds?
• Escalation
• Bifurcation
• Hybrid (unilateral or bilateral)
• Consolidation and joinder
Complexity can bring benefits but risks delay, dispute, error andunenforceability if not carefully drafted.
49
Contact Information
50
Geoffrey P. [email protected]+44 20 7786 9075
Sayo [email protected]+44 20 7786 9071
ILFA 2018 – Advanced Training
Africa Practice
www.debevoise.com
Africa Practice
London
+44 20 7786 9000
Raman E. Bet-Mansour
Geoffrey P. Burgess
Tony Dymond
Lord (Peter) Goldsmith QC, PC
David Innes
Geoffrey Kittredge
Wendy J. Miles QC
Patrick Taylor
Frankfurt
+49 69 2097 5000
Philipp von Holst
New York
+1 212 909 8000
Donald Francis Donovan
Ina C. Popova
Natalie L. Reid
Paris
+33 1 40 73 12 12
Antoine F. Kirry Debevoise’s highly regarded Afr ica practice advises both local and international organisations on a wide range of matters, includin g invest ments, M&A, projects, disputes and joint ventures in the region.
Debevoise’s highly regarded Africa practice advises both
local and international entities on matters including
M&A, investments, joint ventures, oil & gas, mining and
infrastructure projects, and investment treaty and
commercial disputes. Clients of the practice include
private equity firms, financial institutions, governments
and state-owned entities, African and international
corporates, oil majors, and mining and infrastructure
multi-nationals.
The firm has a wealth of experience in helping clients to invest across Africa, and
has been particularly active in private equity. The team has advised on numerous
headline acquisitions as well as on the formation of Africa-focused funds. Our
European partners are active members of numerous private equity trade
associations including the Legal & Regulatory Committee of the African Private
Equity & Venture Capital Association, the Legal & Regulatory Council of the
Emerging Markets Private Equity Association and the Taxation and Legal &
Technical Committees of the British Private Equity & Venture Capital
Association.
We have an Africa-focused arbitration and litigation team. We have acted both
for governments and corporate investors across Africa - from Libya and Egypt to
Zimbabwe and South Africa, and from Ghana and Nigeria to Kenya and the
Democratic Republic of the Congo - in complex, bet-the-company, investment
treaty and commercial arbitrations worth tens of billions of dollars, concerning
disputes across all sectors. As the only firm ranked in Band 1 for both
international arbitration and public international law in Chambers Global 2017,
we are particularly well-suited to represent parties in investment disputes.
Our lawyers speak over 30 languages and are qualified in various civil and
common law jurisdictions. We offer our uniformly high-quality work around the
world, with exceptional cross-border capabilities, as well as local law capacity in
key markets.
ILFA 2018 – Advanced Training
Africa Practice
www.debevoise.com
AWARDS AND RECOGNITIONS
Ranked as a leading law firm in Emerging Markets.
—LEGAL 500 UK, 2017
The group has “considerable knowledge and skill in
negotiating, drafting and supporting complex and
challenging transactions in Africa”.
—LEGAL 500 UK, 2017
Ranked in Band 1 for global-wide capabilities in
Investment Funds and Insurance.
The only firm ranked in Band 1 for global-wide
capabilities in Arbitration (International), Public
International Law and Corporate Investigations.
“Dominant global private equity practice with
experience advising a comprehensive range of clients,
from start-ups to major financial institutions, on a
variety of fund structures.”
“A ‘powerhouse in investor-state arbitration.’”
“Remains a leader in the PIL field and is particularly
active in the investor state arbitration context, acting on
mandates relating to investments in the energy,
telecoms and natural resources sectors and before
various bodies including ICSID. Impressive activity on
inter-state arbitrations, and its representation of NGOs
and other advocacy organisations highlight the breadth
of the capacity and skills at the firm's disposal.”
—CHAMBERS GLOBAL, 2017
“They have been excellent in terms of the strategy and
understanding a cross-border environment. They work
well with lawyers of other countries and have an ability
to adjust to other cultures.”
—CHAMBERS GLOBAL, 2016
ILFA 2018 – Advanced Training
Africa Practice
www.debevoise.com
Awarded “Global Pro Bono Deal of the Year” for
representation of Opportunity International in its sale of
a majority stake in Kinshasa, a microfinance institution
operating in the Democratic Republic of Congo (DRC),
to VisionFund International.
—AMERICAN LAWYER GLOBAL LEGAL AWARDS, 2015
REPRESENTATIVE CLIENTS
Ashanti Goldfields
Banff Resources
The Carlyle Group
Cascade Investment
ENRC
Eton Park Capital
Exxon Mobil
First Quantum Minerals
Genbel Securities
Gensec Bank
Government of Ghana
Helios Investment Partners
Korea Heavy Industries
and Construction
Mitsui
Och-Ziff Capital
Phelps Dodge
Phillip Morris
RHJ International
Ripplewood Holdings
Royal Dutch Shell
South Africa Capital Growth
Fund
Société Générale
World Bank
ILFA 2018 – Advanced Training
Africa Practice
www.debevoise.com
AFRICA PRACTICE SELECT REPRESENTATIONS
Mergers & Acquisitions
Helios Investment Partners
in fund arrangement aspects
of the IPO on the London
Stock Exchange of Vivo
Energy, the company that
distributes and markets Shell-
branded fuels and lubricants
to retail and commercial
customers in Africa.
SBM Ventures in its
investment in mPharma, an
Africa-based company that
manages prescription drug
inventory for pharmacies and
their suppliers in various
African jurisdictions.
Prudential Financial, as the
primary investor in LeapFrog
Strategic African Investments
(LSAI), in LSAI’s $180 million
investment in Ghanaian
financial services market
leader Enterprise Group.
Helios Investment Partners
in the formation of a joint-
venture with GBfoods,
targeting the African fast
moving consumer goods
(FMCG) sector, creating one
of Africa's largest FMCG
groups, operating in 30
African countries, including
leadership positions in Nigeria
and Ghana.
Helios Investment Partners
in its sale of a minority stake
in Interswitch to TA
Associates. Helios
Investment Partners remains
the majority shareholder
following the transaction.
Capital Group Private
Markets, part of Capital
Group, in its acquisition of a
35% interest in Tsebo, the
leading Pan-African facilities
services company.
Helios Investment Partners
in a subsequent investment in
MallforAfrica, a Nigerian e-
commerce company.
A private equity fund in the
subscription of subordinated
convertible promissory notes
in a Cayman Islands
incorporated company which
operates an energy business
in Africa.
Helios Investment Partners
and its investment vehicle
Samba Luxco in the
settlement of claims made in
an ICC Arbitration regarding
Samba's stake in Africatel.
The settlement involved
reducing Samba’s stake in
Africatel from 25% to 14%,
and the transfer from
Africatel to Samba of a 34%
stake in Mobile
Telecommunications, the
Namibian telecoms operator.
Opportunity International in
its sale of a majority stake in
Kinshasa, a microfinance
institution operating in the
Democratic Republic of
Congo, to VisionFund
International.
Prudential Financial in its
$350 million partnership with
LeapFrog Investments,
targeting investments in life
insurance companies in
Africa.
Helios Investment Partners
in its acquisition of a majority
stake in Telkom Kenya from
The Orange Group.
HarbourVest Partners in its
investment, as part of a
consortium of new investors,
in a follow-on capital raise by
a private equity-owned
telecom tower company in
Africa with broad
geographical coverage over
the continent.
Helios Investment Partners
in its minority investment in
Wananchi Group as part of a
$130 million investment from
Helios and existing
shareholders.
Helios Investment Partners
in the acquisition by Helios
Towers Africa of 3,100
telecommunications towers,
located throughout Africa,
from Bharti Airtel.
A consortium including
HarbourVest Partners and
Coller Capital, in their
secondary purchase of
interests in Absa Capital
Private Equity Fund I from
Barclays Africa Group,
formerly known as Absa
Capital, as part of a spin-out
of Absa Capital Private Equity
from the Absa Group.
Helios Investment Partners
in its investment in
MallforAfrica, a Nigerian e-
commerce company.
Capital International Global
Emerging Markets Private
Equity Fund in its purchase of
a minority interest in Mobile
Systems International
Holdings B.V.
The Carlyle Group in fund and
tax structuring advice relating
to its $210 million acquisition
of a minority interest in
Export Trading Group.
Cascade Investment, an
entity wholly owned by Bill
Gates, in its investment along
with US co-investors of up to
$1 billion in OCI, N.V., an
affiliate of Orascom
Construction Industries.
Genbel Securities, the
investment management arm
of Sanlam Financial Services
Group (South Africa), in its
sale of Fieldstone, an
investment banking boutique
focused on project finance
and infrastructure projects, to
Fieldstone Private Capital
Group.
Merrill Lynch, as financial
advisor to Dimension Data
Holdings plc, in the company's
$376 million acquisition of
Proxicom.
A consortium led by
Ripplewood Holdings in its
purchase of a minority
interest in The Commercial
Bank of Egypt.
The acquisition of a strategic
stake in a major Algerian
state-owned company.
Ripplewood Holdings, Eton
Park Capital Management
and RHJ International in the
sale of a 9.9% interest in
Commercial International
Bank to Actis.
Clayton, Dubilier & Rice in its
acquisition of up to a 49%
stake in NYSE-listed CHC
Group, the world's largest
commercial helicopter
operator with an enterprise
value of $1.9 billion.
Helios Investment Partners
in the acquisition of a
controlling stake in
Interswitch, Nigeria's largest
electronic transaction
switching and payment
processing service provider,
from several Nigerian banks.
South Africa Capital Growth
Fund in its proposed
investment, as part of a
consortium, in privatizations
of airports in South Africa.
Joint Ventures
Eutelsat in a partnership
initiative to provide data
connectivity to Sub-Saharan
Africa.
Phelps Dodge in its joint-
venture with Dynatec to
evaluate development of the
Ambatovy nickel deposit in
Madagascar, and in its sale of
its 47% interest in the
Ambatovy nickel deposit in
Madagascar to its joint-
venture partner Dynatec in
exchange for an interest in
Dynatec.
A joint venture party on its
joint venture agreements in
respect of a diamond mining
project in Angola.
An investor in the formation
of a joint venture with Societe
Nationale des Tabacs
d’Algerie for the
manufacturing and
distribution of cigarettes of
international brands in
Algeria.
ILFA 2018 – Advanced Training
Africa Practice
www.debevoise.com
Projects
Korea Heavy Industries and
Construction, a major Korean
industrial company, in a
proposed power plant project
in Morocco.
Mitsui in its proposed
development of a phosphate
manufacturing facility in
Morocco.
Phelps Dodge in its
negotiations with the
Government of Madagascar
for a mining project.
World Bank on the Chad-
Cameroon Pipeline Project.
Sponsors on financing the
construction of a pipeline
between Mozambique and
South Africa.
Sponsors of a project for the
expansion of a port in Nigeria.
Sponsors on a concession
agreement for the expansion
of a container terminal in the
Onne Free Zone, Nigeria.
Fund Formation
The Carlyle Group in the
formation of Carlyle Sub-
Saharan Africa Fund, a
$698 million Sub-Saharan
Africa fund.
The Carlyle Group in the
formation of Carlyle MENA
Partners, a $500 million
Middle East and North Africa
buyout fund.
Zephyr Management in the
formation of Pan-African
Investment Partners, a
$150 million Africa buyout
fund.
Zephyr Management in the
formation of South Africa
Capital Growth Fund, a $125
million South Africa buyout
fund.
Finance
ABN-Amro and Société
Générale as arrangers of a
bridge and long-term project
financing for Médi Télécom (a
Moroccan mobile phone
operator).
Ashanti Goldfields in Ghana
on various syndicated bank
financings.
Banff Resources as sponsor
of the Kasese Cobalt Mining
Project in Uganda.
UBS on a secured loan facility
for Zambia Consolidated
Copper Mines.
International Disputes
A U.S.-based natural
resources company in an ICC
arbitration against an African
State-owned entity relating
to the sale of shares in a
holding company with
significant assets in an African
country.
A leading natural resources
group in its criminal
investigation by the SFO into
allegations of fraud, bribery
and corruption relating to the
activities of the company or
its subsidiaries in Kazakhstan
and Africa.
An international oil company
regarding a boundary dispute
impacting its oil concession.
An investor in an African
mining project in a dispute
arising from an electrical
power supply agreement with
the national electric company.
A major publicly-listed
mining company in designing
an industry-wide alternative
dispute resolution protocol
for government disputes in
Africa.
An international mining group
in its ongoing tax dispute in
the context of development
agreements with the
Government of Zambia.
A Canadian mining group in a
dispute with the government
of an African country,
concerning claims of breach
of the tax stabilization and
other provisions of an
agreement for the operation
of a copper treatment facility,
and an expropriation of
certain of the mining
company’s rights.
Exxon Mobil Development
Company and its subsidiary
Esso Exploration &
Production Nigeria in
challenging the constitution
and jurisdiction of a tribunal in
arbitration proceedings.
An African holding company
in an ICSID arbitration against
the Republic of Congo.
ICC arbitration relating to a
dispute in the region of
$100 million arising out of the
installation of an extensive
telecommunications and Data
Control System in North
Africa.
Phillip Morris in connection
with its business in Africa.
Royal Dutch Shell and The
Shell Petroleum
Development Company of
Nigeria in the successful
dismissal of claims regarding
alleged oil spills in Ogoniland.
Lord Goldsmith QC
represented the client as
advocate during a High Court
hearing on the case.
A diamond company involved
in a dispute with the tax and
prosecution authorities of a
European country concerning
diamonds of African
provenance.
A major publicly-listed
mining company in a dispute
with an African government
regarding a multi-billion dollar
mining project.
A major London-based mining
company and its African
subsidiary, one of the largest
mining and metals companies
in Africa, in four parallel LCIA
arbitrations relating to a
$500 million dispute with a
major contractor over short
delivery and other alleged
breaches of a contract for
mining services at an open
cast copper mine in Southern
Africa.
A property and casualty
insurer in litigations in the
U.S. and Cayman Islands
related to losses resulting
from the Liberian civil war.
The Government of Ghana’s
Ministry of Road Transport
with respect to claims against
it of roughly $200 million in
ICC arbitrations and related
enforcement proceedings in
the United States District
Court for the District of
Columbia, as well as on
various litigation/arbitration
matters including in an
arbitration brought by
Telekom Malaysia.
The Government of Ghana
against claims brought by
Telekom Malaysia Berhad for
over US $150 million in an
arbitration under the
UNCITRAL Rules pursuant to
the Malaysia – Ghana BIT.
International oil companies
and African
telecommunications
companies in Nigerian court
disputes relating to the
enforcement of arbitral
awards.
Arbitration work relating to an
off-shore oil project off the
coast of the Côte d'Ivoire and
a case against Gabon for
payment of consultants' fees.
Ad hoc arbitration relating to
a dispute arising from the
construction of a brewery in
North Africa.
Geoffrey P. Burgess
Partner, London
+44 20 7786 9075
www.debevoise.com
Geoffrey P. Burgess
Partner, London
+44 20 7786 9075 .
Geoffrey P. Burgess Partner
Geoffrey Burgess is a corporate partner with a broad
international practice that ranges from private equity
and cross-border mergers & acquisitions to joint
ventures and intricate financing transactions. He is
recommended for Private Equity and M&A by
IFLR1000 (2018) and Chambers Asia-Pacific (2017)
notes Mr. Burgess for leading the firm’s India group,
which is ranked as a leading international firm for
India-related M&A. He is further recommended in
The Legal 500 Asia Pacific (2018) and Chambers Global
(2017) for his work in India. The guide describes him
as “highly accomplished and very innovative.” He is
praised in The Legal 500 UK (2017) for being “an
exceptional transactional lawyer with pragmatic
business sense.” He is further noted as having “vast
experience of Russian inbound and outbound
transactions as well as India-related deals.” In the 2016
edition of the guide he was recommended for mergers
& acquisitions and private equity transactions as well
as for work in emerging markets. The guide has stated
that he is known for a “broad-ranging Russia, CIS and
Geoffrey P. Burgess
Partner, London
+44 20 7786 9075
www.debevoise.com
India Practice.” It has also described him as “excellent
and responsive” and “particularly distinguished by his
ability to strategically navigate complex negotiations.”
Mr. Burgess has been ranked as a leading individual in
Chambers Europe (2012, 2013 & 2014) and described as
having “considerable experience in advising Russian
clients from his London base.” Sources add that he
enjoys a “huge amount of respect” and “stands out for
his aviation experience”, though “his practice ranges
from private equity and international mergers &
acquisitions, to financings and joint ventures.”
Mr. Burgess joined the firm in 1997 and has been resident in the London
office since 1999. He is a member of the Legal and Regulatory Committee of
the Africa Venture Capital Association and recently served on a UN/WTO
committee for the preparation of a model joint venture agreement.
Mr. Burgess has been a member of the board of advisors of the Survey of East
European Law, Columbia University School of Law since 1993.
Mr. Burgess is the author of various articles in trade publications on
European private equity and Russian transactional issues. Recent publications
include “Africa Insurance M&A: Global Insurers’ Next Frontier,” Legal &
Regulatory Bulletin (Fall Edition, 2017); “Opportunities and Trends in
Healthcare—How to Achieve Scalable Impact,” Sustainable Investing in
Emerging Markets (October, 2017); “M&A In Russia: Opportunities And Risks
In The Current Environment,” India Unleashed (June, 2017); the corporate
governance chapter in the Middle East and Africa edition of the BVCA’s
International Series (September, 2013); “Private Equity Manager: Top MENA
Risks Identified at Forum,” Private Equity Manager (September, 2013);
“Private Equity Manager: Should You Follow Your Star Lawyer?,” Private
Equity Manager (September, 2013); “How Russia Joining the World Trade
Organization Affects Aviation,” Corporate Jet Investor (November, 2012) and
“Mapping The Revised UK Takeover Landscape,” Law360 (September, 2013).
Publications on India-related matters include “Up To 49 Percent Foreign
Ownership Of Indian Insurers Is Now Law,” FC&S Legal (May, 2015), “India’s
Corporate Governance Reforms: Encouraging Companies To Do Business,”
Practical Law Company Magazine (December, 2013) and “Indian Regulator
Releases New Alternative Investment Funds Regulations; Offshore Funds
Unaffected,” Eurekahedge (August, 2012). Mr. Burgess is a regular speaker at
the Fundraising Masterclasses held by the Emerging Market Private Equity
Association, including delivering sessions in Mumbai and London. Other
recent speaking engagements include “Navigating the Healthcare Market in
India,” IFLR India M&A Forum (September, 2018); “Sub-Saharan Africa -
Geoffrey P. Burgess
Partner, London
+44 20 7786 9075
www.debevoise.com
Looking at the Positive Side. Can we see results on diversification to counter-
balance the upheavals of the oil crisis?,” 2018 Agenda Africa Breakfast Forum
(June, 2018);“Private Equity Exits,” PEA LP-GP Investor Summit (June, 2018);
“Impact Investing Roundtable,” BVCA Roundtable Series (May, 2018); “Core
Transaction Agreements—Shareholder Agreements,” AVCA Legal
Agreements Training (April, 2018); “Ten Golden Rules for Asian Lessors
Entering the Aviation Market,” 20th Annual Global Airfinance Conference
(January, 2018); “Cross-border Healthcare PE and M&A Transactions,” IFLR
India M&A Forum 2017 (September, 2017); “Structuring PE Deals in
Emerging Markets,” EMPEA Fundraising Masterclass and Frontier Markets
Private Equity (May, 2017); “A Finger on the Pulse—Investments in
Healthcare,” AVCA Conference (April, 2017); “Chapter 11 for Non-U.S.
Operators,” Airline Economics Growth Frontiers Dublin 2017 (January, 2017);
“General Effect of Brexit and the Impact of Brexit on Private Equity,”
(November, 2016); “Implementation Debate: What Stage of the Investment
Lifecycle has the Most Opportunity for Creating Sustainable Value,”
Sustainable Investing in Emerging Markets 2016, (October, 2016); “Equity
Investments Core Documentation,” AVCA Legal Agreements in Private Equity
Training Programme (October, 2016); “Navigating the Private Equity
Landscape in India,” IFLR India M&A Forum (September, 2016); and “The
Current M&A Environment: Trends and Drivers,” 18th Annual Global
Airfinance Conference (January, 2016).
Mr. Burgess graduated from the University of North Carolina at Chapel Hill
B.Sc., with honors, Phi Beta Kappa, Morehead Scholar; and in 1993 received
his J.D. from Columbia, where he was a Stone Scholar, received a Parker
School Certificate in International Law and served on the Journal of
Transnational Law as Head Notes Editor, Parker School Journal of East
European Law as founding Managing Editor and Survey of East European Law
as Managing Editor. He was a Ford Foundation Fellow, Institute of State and
Law (Moscow) in 1994. Mr. Burgess is a volunteer at the unLtd law clinic.
Geoffrey P. Burgess
Partner, London
+44 20 7786 9075
www.debevoise.com
GEOFFREY P. BURGESS'S SELECT REPRESENTATIONS
CHC Group, one of the
largest global commercial
helicopter service companies
in the world, as aircraft
counsel in its Chapter 11
proceedings in the U.S.
Bankruptcy Court for the
Northern District of Texas, in
which CHC successfully
restructured more than
$2 billion in indebtedness.
Debevoise was named joint
winners of “Restructuring
Deal of the Year (Over $1B to
$5B)” at the 12th Annual M&A
Advisor Turnaround Awards
for this representation.
CHC Group CHC Helicopters
on certain aspects of its
aircraft sales.
CHC Group CHC Helicopter
in restructuring its aircraft
finance arrangements.
The Poddar family in the sale
of their remaining
shareholding in Ashirvad
Pipes to Aliaxis.
Helios Investment Partners
in fund arrangement aspects
of the IPO on the London
Stock Exchange of Vivo
Energy, the company that
distributes and markets Shell-
branded fuels and lubricants
to retail and commercial
customers in Africa.
SBM Ventures in its
investment in mPharma, an
Africa-based company that
manages prescription drug
inventory for pharmacies and
their suppliers in various
African jurisdictions.
A large Swedish pension fund
in its co-investment in a UK
utility company.
Prudential Financial, as the
primary investor in LeapFrog
Strategic African Investments
(LSAI), in LSAI’s $180 million
investment in Ghanaian
financial services market
leader Enterprise Group.
Bregal Freshstream in its
investment in TrueNoord, an
independent aircraft leasing
business that specialises in
the regional aircraft market.
Helios Investment Partners
in the formation of a joint-
venture with GBfoods,
targeting the African fast
moving consumer goods
(FMCG) sector, creating one
of Africa's largest FMCG
groups, operating in 30
African countries, including
leadership positions in Nigeria
and Ghana.
Helios Investment Partners
in its sale of a minority stake
in Interswitch to TA
Associates. Helios
Investment Partners remains
the majority shareholder
following the transaction.
A private equity fund in the
subscription of subordinated
convertible promissory notes
in a Cayman Islands
incorporated company which
operates an energy business
in Africa.
Helios Investment Partners
and its investment vehicle
Samba Luxco in the
settlement of claims made in
an ICC Arbitration regarding
Samba's stake in Africatel.
The settlement involved
reducing Samba’s stake in
Africatel from 25% to 14%,
and the transfer from
Africatel to Samba of a 34%
stake in Mobile
Telecommunications, the
Namibian telecoms operator.
Opportunity International in
its sale of a majority stake in
Kinshasa, a microfinance
institution operating in the
Democratic Republic of
Congo, to VisionFund
International.
Prudential Financial in its
$350 million partnership with
LeapFrog Investments,
targeting investments in life
insurance companies in
Africa.
Helios Investment Partners
in its acquisition of a majority
stake in Telkom Kenya from
The Orange Group.
Nereus Capital on its joint
venture with Hareon Solar
and Treasury Group to invest
in solar projects in India.
CHC Group in its $145 million
asset-based loan financing.
Modex in its acquisition of
Gauthier Homes and
Gauthiers’ Oilfield Rental.
AIF Capital as a selling
shareholder in the sale of
certain female healthcare
businesses of Famy Care, the
world’s largest producer of
oral contraceptive pills, to
Mylan.
Helios Investment Partners
in its minority investment in
Wananchi Group as part of a
$130 million investment from
Helios and existing
shareholders.
Helios Investment Partners
in its investment in
MallforAfrica, a Nigerian e-
commerce company.
American International
Group in the $7.6 billion sale
of its 100% interest in
International Lease Finance
Corporation to NYSE-listed
AerCap Holdings N.V.
Tribune in the acquisition by
its technology and innovation
arm, Tribune Digital Ventures,
of What’s-ON, a leading
television search and
Electronic Program Guide
data provider for India and the
Middle East.
Ontario Teachers’ Pension
Plan in the formation of a joint
venture with Aircastle to
invest in leased aircraft.
American Airlines in its
agreements with Bombardier
and Embraer to purchase, in
aggregate, 90 new 76-seat
regional jets with options to
purchase up to 130 more.
International Lease Finance
Corporation in its
$228 million acquisition of
AeroTurbine from AerCap.
A large India-headquartered
pharmaceutical company in
its acquisition of a UK
pharmaceuticals company.
Helios Investment Partners
in the acquisition of a
controlling stake in
Interswitch, Nigeria’s largest
electronic transaction
switching and payment
processing service provider,
from several Nigerian banks.
Central European Media
Enterprises in its sale of the
Studio 1+1 and Kino television
channels to Igor Kolomoisky.
Clayton, Dubilier & Rice in its
acquisition of up to a 49%
stake in NYSE-listed CHC
Group, the world's largest
commercial helicopter
operator with an enterprise
value of $1.9 billion.
Central European Media
Enterprises in a joint venture
with Ukrainian businessman
Igor Kolomoisky, a CME
director and shareholder, to
unite operations of CME’s
Ukrainian television group
Studio 1+1 with Kolomoisky’s
TET TV channel.
Providence Equity Partners in
its investment in Aditya Birla
Telecom, an Indian wireless
communications company.
Argan Capital and Merrill
Lynch Global Private Equity in
the sale of N&W Global
Vending to Barclays Private
Equity and Investcorp.
Providence Equity Partners in
its acquisition of a minority
stake in Idea Cellular, a
leading Indian mobile
telecommunications firm.
Sukhoi Civil Aircraft in its
joint venture with Alenia
Aeronatica, a division of
Finmeccanica, for the
manufacture of the Sukhoi
SuperJet 100.
Suez Environment, one of the
final bidders in the auction for
Cleanaway UK, which was
ultimately sold for
£595 million.
Geoffrey P. Burgess
Partner, London
+44 20 7786 9075
www.debevoise.com
The owners of United
Financial Group, a leading
Russian investment bank and
brokerage, in the sale of a
controlling stake in UFG to
Deutsche Bank.
Merrill Lynch Global Private
Equity and BA Capital
Partners Europe in their
acquisition, as a consortium,
of N&W Global Vending, an
Italian vending machine
company, from Compass
Partners European Equity
Fund.
Clayton, Dubilier & Rice,
Eurazeo and Merrill Lynch
Global Private Equity in their
€3.7 billion acquisition of
Rexel from Pinault-
Printemps-Redoute.
Geoffrey Kittredge
Partner, London
+44 20 7786 9025
www.debevoise.com
Geoffrey Kittredge
Partner, London
+44 20 7786 9025 .
Geoffrey Kittredge Partner
Geoffrey Kittredge, a London-based partner and
member of the firm’s Funds/Investment
Management Group, focuses his practice on private
equity and investment fund formation. Labelled a
“private equity ace” by Legal Week, he is
recommended as a Market Leader for Private Equity
Funds by IFLR1000 (2018). He is ranked as a top-tier
lawyer for Investment Funds by Chambers UK (2018)
and Chambers Europe (2018), where clients say he is
“just superb to work with and gives pragmatic,
commercial advice on forming funds and dealing with
the unpredictable issues that always seem to
arise.” The guide has previously described him as
a “fantastic lawyer” and “one of the best funds lawyers
in the City.” Mr. Kittredge is listed as a “leading
individual” for investment funds by The Legal 500 UK
(2017). The guide has described Mr. Kittredge as
having “good funds knowledge and industry
understanding, and excellent client relationship
skills.” It has also quoted sources praising his ability to
“figure out the right legal answer and the right
Geoffrey Kittredge
Partner, London
+44 20 7786 9025
www.debevoise.com
commercial answer.” He is included in the
International Who’s Who of Private Funds Lawyers
published by Law Business Research, which states
that he “continues to garner worldwide praise for his
private equity and investment fund formation
practice. His name is ‘instantly recognizable’ and
carries with it an ‘immense amount of prestige and
value.’”
Mr. Kittredge represents a broad range of international private equity and
other private investment funds and their sponsors, including buyout,
infrastructure, energy, mezzanine, real estate, secondaries, and venture funds,
as well as funds of funds.
Mr. Kittredge has been in Europe since 1999 and in London since 2002, where
he is Chair of Debevoise’s European Private Equity Funds Group.
Mr. Kittredge is a member of the EMPEA Legal & Regulatory Council, and is
also a member of the Legal and Technical Committee of the BVCA.
Mr. Kittredge has published numerous articles and is a frequent public
speaker. Recent publications include “First-Time Fundraising Barometer,”
BVCA Report (July, 2018); “Debevoise On Brexit: The ‘No-Deal Deal’,” The
Columbia Law School Blue Sky Blog (February, 2018); “Debevoise & Plimpton
Discusses Contingency Planning For Brexit,” The CLS Blue Sky Blog
(December, 2017); “Expense Allocation: The SEC Brings Down The
Hammer,” Vol. 16 No. 1, Journal of Investment Compliance (May, 2015), the
fund structuring chapter in the Middle East and Africa edition of the BVCA’s
International Series (September, 2013); “FFIEC Social Media Guidance Could
Spur Risk Management Revisions,” BNA’s Banking Report (May, 2013); “The
Growing Importance Of Separate Accounts,” Private Equity News (May, 2013)
and “Indian Regulator Releases New Alternative Investment Funds
Regulations; Offshore Funds Unaffected,” Eurekahedge (August, 2012).
Mr. Kittredge is a regular speaker at the Fundraising Masterclasses held by
the Emerging Market Private Equity Association, including delivering
sessions in Mumbai and London. Other recent speaking engagements include
“Key Fund Terms and Market Trends,” and “The Main Economic Terms,”
Invest Europe Fund Structuring Training (March, 2018); “Fund Level Legal and
Accounting Matters,” BVCA Tax, Legal and Regulatory Conference
(November, 2017); “Current Fundraising Trends,” Nordic PE Summit (June,
2017); “Reverse Solicitation,” EMPEA’s Investor Relations and Marketing
Member Community - Breakfast Q&A (May, 2017); “Legal Strategies:
Balancing GP Interests and Maintaining Competitive and Marketable
Positioning to LPs,” EMPEA Fundraising Masterclass (May, 2017); “Co-
investment 2.0,” Investors’ Forum (March, 2017); “The Legal Perspective,”
BVCA Training: First Time Funds (March, 2017); “Trends in Fund Structuring
Geoffrey Kittredge
Partner, London
+44 20 7786 9025
www.debevoise.com
for Nordic Funds and Investors,” Nordic Fundraising Summit (March, 2017);
“Protecting GP Interests and Maintaining Competitive and Marketable
Positioning to LPS,” EMPEA Mumbai Masterclass (December, 2016);
“General Effect of Brexit and the Impact of Brexit on Private Equity”
(November, 2016); “Legal Considerations – Structuring, Key Terms & LPA
Negotiation,” BVCA IR & Fundraising Course (October, 2016); “Multi-Product
Platforms,” BVCA Summit (October, 2016); “An Update on Recent SEC
Developments including Fees and Expenses,” The 10th Annual Practitioners’
Forum: Private Equity, Regulation & Compliance (April, 2016); “Update on
European Regulation and Trends in European Fund Terms,” The BVCA U.S.
Investor Roadshow 2015 (March, 2016); and “Regulatory Spotlight on Private
Equity,” PELF Annual Conference (January, 2016).
Mr. Kittredge was also a significant contributor to the Debevoise & Plimpton
European Private Equity Handbook (2005) and regularly contributes to the
Debevoise & Plimpton Private Equity Report, including articles on “EU
Directive on Alternative Investment Fund Managers: Are the Trialogues
Almost Over?,” “Spinouts of Private Equity Funds,” “UK Freedom of
Information Act Could Spell Trouble for Private Funds,” “Advisory
Committees in US and European Private Equity Funds” and “Emerging
Markets Shine in a Difficult Year.”
Mr. Kittredge received his B.A. in 1984 from the University of Virginia, his
M.B.A. in 1992 from Columbia University in Finance and Business
Economics and his J.D. in 1996 from New York University, where he was an
Editor of the Law Review.
Geoffrey Kittredge
Partner, London
+44 20 7786 9025
www.debevoise.com
GEOFFREY KITTREDGE'S SELECT REPRESENTATIONS
Ares Management in its
European real estate
opportunities funds, including
Ares European Real Estate
Fund IV, a $1.3 billion Europe
real estate fund.
Baring Vostok in the
formation of its Russian
private equity funds, including
Baring Vostok Private Equity
Fund V, a $1.5 billion Russia,
CIS buyout fund.
Canson in the formation of its
$100 million co-investment
fund, which will co-invest in
the acquisition of a majority
stake in the Financial and Risk
division of Thomson Reuters.
Deutsche Bank in the
formation of its secondary
opportunities funds, including
Secondary Opportunities
Fund III, a $1.65 billion U.S.
and Europe secondaries fund,
and in various secondaries
investment transactions.
Doughty Hanson in the
formation of its European
buyout, real estate and
technology funds, including
Doughty Hanson & Co Fund V,
a €3 billion Europe buyout
fund.
Exponent Private Equity
Partners in its UK buyout
funds, including the formation
of Exponent Private Equity
Partners III, a £1 billion UK
buyout fund.
Keen Venture Partners in the
establishment of its first
venture capital fund.
Metric Capital Partners in the
formation of MCP Private
Capital Fund III, an
€850 million European special
opportunities fund.
Och-Ziff Capital
Management in the formation
of certain private equity
funds.
Ontario Municipal Employees
Retirement System in the
formation of OMERS Global
Strategic Investment Alliance,
a $12.5 billion global
infrastructure fund.
Park Square in the formation
of its credit opportunities
funds, including Park Square
Capital Credit Opportunities
II, a $2.4 billion senior debt
program.
Park Square in the formation
of its European mezzanine
funds, including Park Square
Capital Partners III, a
€1.2 billion subordinated debt
fund.
Petroleum Equity in its
$133 million acquisition,
through its investment
vehicle Alpha Petroleum, of
ATP Oil & Gas (UK) in the U.S.
Chapter 11 cases of ATP's
U.S. parent and the follow-on
successful CVA proceedings
of ATP UK.
Prudential Financial in its
$350 million partnership with
LeapFrog Investments,
targeting investments in life
insurance companies in
Africa.
SUN Group of Companies in
the formation of SUN-Apollo
India Real Estate Fund, a
$630 million India real estate
fund.
Temporis Capital in a
£200 million lending
programme for community
scale renewables.
A secondaries investor as the
lead investor in the
recapitalization of two “end of
life” funds, sponsored by the
same manager, in a merger
transaction designed to offer
liquidity to existing investors.
Matt Dickman
International Counsel, London
+44 20 7786 5455
www.debevoise.com
Matt Dickman
International Counsel, London
+44 20 7786 5455 .
Matt Dickman International Counsel
Matt Dickman, a London-based international counsel
and member of the firm’s Funds/Investment
Management Group, advises on the formation,
management and reorganisation of private
investment funds, as well as secondary transactions,
regulatory compliance and internal economic and
governance matters. He also has significant
experience advising on the sale of GP stakes.
Mr. Dickman represents a broad range of international private equity and
other private investment funds and their sponsors, including recent
experience advising technology and venture capital funds.
He also has experience advising clients on securities offerings, restructurings
and other corporate transactions.
Mr. Dickman first joined Debevoise as an associate in 2012. He later became a
partner at an international law firm in its San Francisco office before
returning to Debevoise in London in 2018. This international experience gives
Mr. Dickman a broad perspective on the funds markets in both the U.S. and
Europe.
Mr. Dickman received his B.A. in 2000 from Dartmouth College, his M.B.A.
in 2007 from Kellogg School of Management at Northwestern University,
and his J.D. in 2007 from Northwestern University Pritzker School of Law.
He is admitted to the Bar in New York and California. He was previously a
financial analyst in the mergers & acquisitions group of JP Morgan.
Sayo Ogundele
Associate, London
+44 20 7786 9071
www.debevoise.com
Sayo Ogundele
Associate, London
+44 20 7786 9071 .
Sayo Ogundele Associate Sayo Ogundele is a corporate associate based in the
London office and a member of the firm’s Mergers &
Acquisitions and Private Equity Groups. Mr.
Ogundele’s practice focuses on international mergers
and acquisitions, cross-border investments, joint
ventures and private equity.
Mr. Ogundele joined the firm in 2015. Prior to joining the London office, Mr.
Ogundele was an associate in the corporate group of a leading international
law firm. This included a period of secondment to a leading UK energy
company to assist with an internal restructuring. Mr. Ogundele received his
LLB in Law from the London School of Economics.
Mr. Ogundele was admitted as a solicitor of the Supreme Court of England &
Wales in 2012.
Sayo Ogundele
Associate, London
+44 20 7786 9071
www.debevoise.com
SAYO OGUNDELE'S SELECT REPRESENTATIONS
A U.S. private equity fund in a
complex GP fund
restructuring involving the
establishment of a new fund
to acquire assets.
Prudential Financial, as the
primary investor in LeapFrog
Strategic African Investments
(LSAI), in LSAI’s $180 million
investment in Ghanaian
financial services market
leader Enterprise Group.
Helios Investment Partners
in the formation of a joint-
venture with GBfoods,
targeting the African fast
moving consumer goods
(FMCG) sector, creating one
of Africa's largest FMCG
groups, operating in 30
African countries, including
leadership positions in Nigeria
and Ghana.
Canada Pension Plan
Investment Board in its
$1.1 billion acquisition of
Ascot from American
International Group.
A private equity fund in ICC
arbitration proceedings
concerning disputed put and
tag-along rights in a
shareholders agreement.
Belectric in its sale of
Belectric Solar & Battery to
Innogy.
A private equity fund in the
subscription of subordinated
convertible promissory notes
in a Cayman Islands
incorporated company which
operates an energy business
in Africa.
Helios Investment Partners
and its investment vehicle
Samba Luxco in the
settlement of claims made in
an ICC Arbitration regarding
Samba's stake in Africatel.
The settlement involved
reducing Samba’s stake in
Africatel from 25% to 14%,
and the transfer from
Africatel to Samba of a 34%
stake in Mobile
Telecommunications, the
Namibian telecoms operator.
Opportunity International in
its sale of a majority stake in
Kinshasa, a microfinance
institution operating in the
Democratic Republic of
Congo, to VisionFund
International.
Prudential Financial in its
$350 million partnership with
LeapFrog Investments,
targeting investments in life
insurance companies in
Africa.
Management of Balta in the
sale of a controlling stake in
the company by Doughty
Hanson to Lone Star.
Japan Tobacco International
in the acquisition of Zandera
(the manufacturer of “E-
Lites” electronic cigarettes).
The Rank Group in the
acquisition, through its wholly
owned subsidiary Rank Group
Gaming Division, of the entire
issued share capital of Gala
Casino 1 Limited for cash
consideration of £180 million.
Avis Europe in its £636 million
acquisition by Avis Budget
Group by way of a court-
sanctioned scheme of
arrangement.
Just Retirement Group in the
admission of its ordinary
shares to the premium listing
segment of the Official List of
the Financial Conduct
Authority in the UK and to
trading on the main market
for listed securities of the
London Stock Exchange.
HP on the issue of a
supplementary prospectus in
connection with the
separation of HP’s enterprise
technology infrastructure,
software and services
businesses, and HP’s printing
and personal systems
business.
Air Berlin, Smiths Group and
Zoopla in the publication of
their annual reports for the
year ended 2014.
Top Related