Private Equity Venture Capital by dfhercbml

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									Private Equity &
Venture Capital
March 2008
Watson, Farley & Williams
Contents
Our approach.......................................................................................................................3

International Corporate Group ..........................................................................................4

   PRIVATE EQUITY AND VENTURE CAPITAL ................................................................4

   STRATEGIC ALLIANCES................................................................................................5

   MERGERS AND ACQUISITIONS....................................................................................6

   CORPORATE FINANCE AND SECURITIES ..................................................................6

   REGULATORY.................................................................................................................7

Private equity experience...................................................................................................9

Our offices and contacts ..................................................................................................28
Our approach
Watson, Farley & Williams is a leading international law firm with offices in major
financial centres in Europe, Asia and the USA. We now operate in London, New
York, Paris, Hamburg, Munich, Rome, Milan, Athens, Piraeus, Singapore and
Bangkok.


Our legal teams advise on English, French, German, Greek, Italian, Russian, New York,
US federal and Thai law and we maintain active relationships with leading law firms in
many other countries.


Our strengths derive from our commitment to excellence and we are determined to
maintain those standards as we expand.


We advise on international finance, corporate and commercial matters, mergers and
acquisitions, corporate finance, competition, taxation, dispute resolution, real estate and
employment law. Industry sectors where we have particular expertise across the firm
include shipping, aviation, energy, oil and gas, natural resources, private equity, real
estate and information and communications technology.


We are an energetic and enterprising legal practice committed to providing the highest
possible levels of service.


We believe in establishing and maintaining close working relationships with each of our
clients and in taking time to understand their particular businesses and objectives. This
approach enables us to assist our clients in achieving their goals.


We combine commercial acumen with technical expertise to offer creative but practical
solutions which facilitate our clients’ objectives. It is our aim to provide a service which
exceeds our clients’ expectations.


We strive to become the adviser of first choice to each of our clients in every area of
expertise.




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International Corporate Group
Our International Corporate Group is comprised of corporate and securities lawyers
resident in our London, Paris, Hamburg, Rome, New York, Singapore and Bangkok
offices. Many of the transactions in which we are involved are “cross-border”, so we often
work closely with lawyers in these offices and in other jurisdictions.


Our corporate and securities lawyers, in cooperation with our tax lawyers, represent and
regularly advise issuers, investors, closed end funds sponsors, investment banks and
corporate financiers, buyers and sellers, public and private businesses, boards of
directors, individuals and others in structuring (legal and tax), negotiating and concluding
complex corporate finance and securities transactions, mergers and acquisitions, strategic
alliances and general corporate and commercial contracts and requirements.


We back investors and managers through the entire business lifecycle, i.e. from due
diligence processes (legal and tax) to exit strategies. Whether the strategy is to raise
private or public finance or to expand through merger, acquisition or joint venture, we are
able to assist in any type of corporate transaction. Our work includes advising on venture
and development capital, commercial and strategic alliances and exit strategies through
IPOs or buyouts.


PRIVATE EQUITY AND VENTURE CAPITAL

We represent private equity and venture capital funds, high leverage corporates and
management on a wide variety of transactions, all the way through from incorporation to
exit. We are able to provide risk capital, LBO and MBO expertise across our offices. This
makes us a leading firm for mid-market European private equity, with particular focus on
the energy, media, telecommunication, internet and software sectors.


We also have a thriving practice advising specialist asset-class funds and closed end
funds on investments in industry sectors such as energy and natural resources, real
estate, ICT, transportation, shipping and infrastructure.




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Our team is dedicated to helping businesses find and secure the cash they need to grow
and operate. We provide ongoing general representation of entrepreneurs, private equity
fund clients and their portfolio companies in all aspects of their operations, including
access to the public and/or private financial markets.


STRATEGIC ALLIANCES


Joint ventures and strategic alliances are an increasingly vital component in a company’s
ability to thrive in a changing market environment. Our team has significant experience in
the formation of joint venture and strategic alliance relationships. We have advised clients
with respect to a broad range of transactions requiring various types of “corporate
partnering”.


We have advised on a range of groundbreaking joint ventures between high technology
businesses. Our experience in this field is significant in Europe. With our unique industry
focus we are able to ensure that the underlying commercial arrangements on which such
joint ventures are reliant are properly structured and documented.


We regularly advise on:


    •   domestic and international corporate joint ventures, including tax structuring
        advice to identify appropriate jurisdictions for the incorporation of corporate
        entities;


    •   domestic and international partnerships, strategic alliances and consortium or
        other contractual joint venture arrangements; and


    •   outsourcing, facilities management, distributorship, sale, supply, purchase and
        agency arrangements in conjunction with our intellectual property and competition
        law specialists.




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MERGERS AND ACQUISITIONS

We are experienced in handling large and small domestic and cross-border mergers and
acquisitions. We have advised a diverse portfolio of clients, from multinationals to small
private companies. Our full service capability encompasses areas such as tax and
regulatory advice. We aim to guide our clients through the entire process from legal
analysis of the business strengths and weaknesses to the conclusion of the deal. We help
to identify areas that need to be assessed after completion of the transaction and assist
our clients in implementing our recommendations.


We regularly advise on:


    •   mergers, acquisitions and other business combination transactions;


    •   public takeovers, including unsolicited offers and take-over defences;


    •   management buy-outs and buy-ins and other venture capital transactions;


    •   business and asset purchases and disposals and “going-private” transactions;


    •   corporate restructuring, exchange offers, workouts, recapitalisations and
        insolvency matters;


    •   closed end fund structuring and related acquisitions or exits.


CORPORATE FINANCE AND SECURITIES

Lawyers in our International Corporate Group regularly advise on:


    •   international and domestic capital markets transactions involving equity and debt,
        including private placements, initial public offerings (“IPO”) and listings on:


            o   the Official List and the Alternative Investment Market (“AIM”) of the
                London Stock Exchange and OFEX;




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            o   the New York Stock Exchange, the American Stock Exchange and
                NASDAQ;


            o   the Paris Stock Exchange, Eurolist by Euronext; and


            o   the FWB Frankfurt Stock Exchange or any other local stock exchange in
                major German cities.


    •   fund-raising for public and private companies involving offers, rights issues,
        placings and structured debt, mezzanine or equity financings involving venture
        capital or otherwise;


    •   in our London office, Financial Services and EC compliance;


    •   in our Paris office, compliance with French legal provisions regarding ‘valeurs
        mobilières’, public offerings and private placements and soliciting (‘démarcharge’);


    •   in our Hamburg Office, various aspects of German capital market law, including
        IPO matters and closed end funds regulation;


    •   in our New York office, all aspects of US Federal and State securities law
        compliance and reporting including New York Stock Exchange, the American
        Stock Exchange and NASDAQ listing matters; and


    •   in our Singapore and Bangkok offices, transactions in South East Asia and Far
        East Asia.


REGULATORY

Our team of lawyers is particularly knowledgeable in assisting high leverage companies
with respect to questions relating to regulatory issues, notably in the telecommunications,
energy, utilities, media, IT and broadcasting sectors.


Lawyers in our International Corporate Group regularly advise on:




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    •   applicable procedures for the granting of WiMax, satellites, UMTS and GSM
        licenses;


    •   the negotiation with the telecommunications authorities on dispute resolution, or
        drafting of agreements for privates entities in relation to the financing and
        implementation of their networks;


    •   the financing or restructuring of energy utilities; and


    •   the building of wind farms and other projects in the renewables sector.


Details of selective transactions on which our lawyers have been involved are set out on
the following pages.




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Private equity experience
2008

    •   Advising HSH Private Equity/QVEDIS on the acquisition of the shares in Kundo
        SystemTechnik GmbH, a producer of meters and consumption acquisition
        systems

2007

    •   Advising UFG Private Equity on the sale of shares between Siparex and UFG
        Private Equity

    •   Advising Impax private equity fund on the proposed acquisition of a European
        solar park portfolio

    •   Advising HSH Private Equity on the acquisition of 100% of the shares in Siemens
        Building Technologies Electronic GmbH as a managment buy out. We provided
        tax advise to HSH Private Equity and the acquisition vehicle with respect to the
        structure of the transaction and the tax aspects of the transaction documentation

    •   Advice to a private equity fund regarding the financing by a German Landesbank
        of the acquisition of a company manufacturing specialised robots and its working
        capital requirements

    •   Acting for a German bank in relation to a US$500m hunting licence facility to a
        newly established Singapore based company set up by a US private equity
        house/hedge fund for the acquisition, operation and chartering of container
        vessels of between 1500TEU and 8500TEU

    •   Advising Suntera Resources Limited on a private placement to raise US$400m in
        private equity

    •   Advising a leading UK private equity house on the acquisition and leveraged
        financing of a portfolio of approximately 130 MW of existing and 900 MW of
        development onshore wind assets in Greece




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     •   Advising the management including Alexandre Krivine and Global Research
         Company in the MBO of Avanex France (Ex Alcatel Optronics), worldwide leader
         in photonic solutions

     •   Advising Brandalley, an e-commerce company in its €5m financing by CDCn A+
         Finance and Banexi Ventures

     •   Advising Technip on its sale of Perry Slingsby Systems to SCF Partners, a private
         equity business, for US$78m

     •   Advising Conetwork Erneuerbare Energien Holding GmbH & Co. KGaA on a
         mezzanine finance facility and silent partnership regarding a major German wood
         pellet manufacturer

     •   Advising APX Synstar, a computer services company, on its acquisition of
         Getronics France and Getronic Decan (€200m consolidated sales)

     •   Advising Galileo and SGAM in the €3m financing of Sarenza, an Ecommerce
         Company

     •   Advising Granville Baird Capital Partners and the management on the sale of all
         shares in Hahl GmbH, German producer of plastic parts to Austrian based
         Lenzing AG

     •   Advising Granville Baird Capital Partners on its investment in Amoena Group,
         Raubling, Bavaria, in a management buyout from the stock-listed Danish medical
         devices company Coloplast A/S, for a purchase price of €102.25m

     •   Advising shareholders of a German temporary staffing service company on the
         trade-sale of the company

     •   Advising Granville Baird Capital Partners on its €156m purchase of Zarges
         Tubesca, European market leader for aluminium based access and storage
         solutions




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2006

     •   Advising US Investor on its sale of its indirect stake in Seamobile, telecom
         operator, for US$23.5m to Arnault Groupe

     •   Advising Securactive on its €1.5m financing with UFG Private Equity, IDF
         Development

     •   Advising AGF Private Equity and Partech International on the sale of their stake in
         Iprogess to Groupe Bernard Juhliet

     •   Advising Caiman in its financing by Cap Decisif Fund

     •   Advising 21 UK limited liability partnerships on their participation in a €1.13bn wind
         farm portfolio refinancing, involving the sale of four LLPs with wind farm projects in
         Germany, the reorganisation of finance lease arrangements for sixteen LLPs with
         wind farm projects in Italy and the prepayment of mezzanine finance provided by
         another LLP

     •   Advising Global Natural Energy plc and its affiliate, Flenwood Limited, on the
         disposal of Flenwood’s 45% interest in Corona Energy Holdings Limited, a UK gas
         distribution business, to Macquarie International Investments Limited

     •   Advising a Barclays Private Equity German investee company on a proposed UK
         acquisition

     •   Advising Granville Baird Capital Partners and the management team on the sale
         of Westfalia-Automotive, one of the worlds leading producers of tow-bars, to
         WestLB AG*

     •   Advising Ipnotic, an IP telecom operator on its €9.65m venture capital financing
         with Turenne investing €3.05m, followed by CM-CIC Private Capital with €2.5m,
         CDC Innovation Enterprises with €2.1m and A Plus Finance €2m

     •   Advising AGF Private Equity and Partech International on the share sale of e-
         learning specialist Iprogress to Bernard Julhiet Group and advising them on the
         BJG capital increase




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     •   Assisting a major French bank with respect to the financing, building and
         managing of a Theme Park (Parc de l’Ailette)

     •   Advising Cerberus Capital Management, L.P., a New York-based private equity
         fund, in connection with its acquisition of Pitney Bowes Capital Corporation, the
         equipment leasing subsidiary of Pitney Bowes, Inc., for US$745m

     •   Advising Woodstreet Investments B.V. on its acquisition of the Wallem
         Shipmanagement Group and related shareholder and private equity investment
         arrangements

     •   Advising the Viridis Clean Energy Group, an Australian investment fund, on its
         acquisition and financing of a 60MW portfolio of thirty-five landfill gas power
         projects in the UK for a total enterprise value of £108m

     •   Advising US private equity firms The Blackstone Group and Cerberus Capital
         Management, L.P. in a US$500m joint venture with US Shipping Partners L.P. to
         build deep-water tankers for the US domestic energy market

     •   Advising Matrix-Securities Limited on the acquisitions by two limited liability
         partnerships, by means of a lease agreement, of two wind farms located in Italy
         and the related private equity fundraising

     •   Advising Matrix Wind 1 LLP on a €5m private equity fundraising and its mezzanine
         loans to the Trinergy group

     •   Advising a group of private equity investors on the restructuring and sale of their
         interests in ETV, a mezzanine equipment finance provider

     •   Advising MFC Bancorp on the restructuring of the Mazak Zinc alloys and pigments
         business

     •   Advising major French media group Bolloré on the regulatory requirements
         imposed by the French Telecommunications Regulator (ARCEP) with respect to
         the granting of WiMax Licence

     •   Advising French Space Centre CNES with respect to the development of TV on
         mobile phones




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     •   Advising French shareholders (major TV Channels TF1 and France 2) in the
         setting up of the new French International News Channel (CFII)

     •   Advising Viridis Clean Energy Group, an Australian investment fund, on the
         acquisition of three German wind farms from German E.ON Energy Projects and
         KG Allgemeine Leasing with a total transaction volume of €43.6 Mio*

     •   Advising a private investors consortium on its MBO acquisition of the German
         charcoal, briquette and industrial charcoal business from US Calgon Carbon
         Group through its German subsidiary Chemviron Carbon, transaction volume US
         $19m*

     •   Advising Facton GmbH, a German Software Producer in relation to the accession
         of German Venture Capital Fund Hasso Plattner Ventures

     •   Advising major shareholders in eprofessional GmbH, a business search engine on
         the MBO-transaction with zanox.de AG

     •   Advising Qype GmbH, a German Internet Platform in relation to the accession of
         Advent Venture Partners and Partech International

     •   Advising owners of a German Producer of bed-clothes on the sale to a financial
         investor

     •   Advising a financial investor on its MBI acquisition of a German Producer of
         rubber parts for the Automotive industry

     •   Advising Team BS, a German temporary staffing service company on its
         acquisition of a competitor

     •   Advising a German privately owned venture capital company on investments in an
         aircraft electronic equipment developer, a dentistry equipment manufacturer and a
         software development company, all such enterprises located in Germany

     •   Advising a German closed end fund on its investment in a UK real estate fund and
         on the syndication of the closed end fund's interest to German investors




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     •   Advising Granville Baird Capital Partners on its MBO acquisition of Prettl Alliance
         Systems, a German Producer of white goods (only tax)

     •   Advising City North Development Ltd in a complicated LBO operation

     •   Advising Axa Private Equity in the creation of a French MVNO

     •   Advising Terrestar, an American start up mobile satellite company, in its
         discussion with Arianespace of a space launching agreement

     •   Advising Spot Image SA in an arbitration dispute against a Canadian company

     •   Advising TF1 in a joint venture with RATP and La Poste

     •   Advising Martinique TV Cable and World Satellite Guadeloupe in their discussions
         with TPS (Television Par Satellite)

2005

     •   Advising founding shareholders of Eadge (parent company of Equilibre Attitude
         specialised in sport nutrition products) on an LBO transaction including the merger
         of Equilibre Attitude and Laboratoires Granions (pharmaceuticals) through a
         holding company controlled by Fonds Partenaires Gestion (Lazard Group) and
         Eadge ‘s shareholders (transaction amount €65m)*

     •   Advising AGF Private Equity, Innovacom, Newberry Ventures, Vertex, Vontobel,
         Socadif, and Founders in the sale of the French company Laboratoire Européen
         ADSL “LEA” to the French company HF Company at €51m*

     •   Advising Keydata Investment Services Ltd on the establishment of two Venture
         Capital Trusts (£50m) targeting UK renewables

     •   Advising a major Scandinavian telecommunications operator on its proposed GSM
         investment in Central and Eastern Europe

     •   Advising an Indian shipowner selling to, and leasing ships back from, a shipping
         fund




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     •   Advising an Indonesian group in relation to construction and launch of a satellite
         and the establishment of a direct-to-home broadcast satellite system for
         commercial television and radio across Indonesia and South East Asia*

     •   Advising Société Générale Asset Management and AGF Private Equity on the
         sale of the French company GridXpert to the Texas company United Device and
         assisting on the €15m financing of United Device*

     •   Advising Matrix-Securities Limited on the acquisitions by fourteen limited liability
         partnerships, by means of a lease agreement, of fourteen wind farms located in
         Italy and the related private equity fundraising

     •   Advising Eclipse Energy Company Limited on a £5m pre-IPO venture
         capital/private equity fundraising for a UK offshore hybrid generation project
         involving two gas fields to generate 90 MW and a wind farm to generate 108 MW
         and the related restructuring of existing private equity investment agreements

     •   Advising Ascent Resources PLC on a placing to RAB Capital raising £1.5m and
         related warrant issue

     •   Advising on the establishment of limited partnerships, limited liability partnerships
         and a unit trust to invest in commercial property

     •   Advising US satellite company Globalstar with respect to the development of its
         activities and network in France, as well drafting its distribution agreements in
         relation to international roaming operations

     •   Advising a top French street and traffic lighting company Citelum on the
         negotiation of its agreements with French and Asian local authorities for the
         design, building and maintenance of their street and traffic lighting networks

     •   Advising French shareholders (TF1 as well as first French radio operator NRJ) of
         SMR6 in the drafting and negotiation of its agreements with public authorities and
         other private operators in relation to the implementation of Terrestrial Digital
         Television




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     •   Advising a French telecommunications operator on the €100m acquisition of a
         controlling interest in a Polish mobile telephone operator*

     •   Advising a major US telecommunications operator in connection with the
         acquisition of several European cable TV networks and a French mobile phone
         operator*

     •   Advising COGECO (Canadian cable-operator) on taking control of a joint venture
         company between France Telecom and NC Numericable*

     •   Advising a UK telecoms operator on the acquisition of a leading UK ISP*

     •   Advising Outremer, a French operator on the sale of 34% of its shares*

     •   Advising a French operator in connection with the acquisition of the entire issued
         share capital of a Dutch online directory company for an aggregate consideration
         of NLG 103m*

     •   Advising a UK equipment manufacturer on the disposal of its UK installation and
         maintenance business*

     •   Advising on the US$94m equity investment in a satellite based mobile
         telecommunications operator*

     •   Advising a global satellite company in connection with a US$20m equity
         investment by a major UK telecommunications operator*

     •   Advising an English investment fund in relation to a £6.25m equity investment in a
         UK e-mail service provider*

     •   Advising an English investment fund in relation to a US$12m equity investment in
         a US/European business to business e-commerce service provider*

     •   Advising an English investment fund in relation to a US$5m equity investment in a
         UK Internet consultancy and investment company*

     •   Advising on a joint venture with the national news agency in Singapore for the
         distribution of business information and news by satellite to market subscribers*




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     •   Advising an Australian operator on its acquisition of a majority shareholding in an
         Indonesia company established to construct and operate a private national radio
         network*

     •   Advising a Norwegian telecommunications equipment manufacturer in relation to
         the establishment of a business in Indonesia*

     •   Advising a consortium of investors in relation to the establishment and financing of
         a satellite telecommunications project in West Java*

     •   Advising Broadsword Managed Services on its start-up mobile operations,
         including its corporate and commercial strategy*

     •   Advising a French cable operator in establishing a fibre optic telecommunications
         cable manufacturing joint venture in Jakarta*

     •   Advising a financial news and data provider in connection with the establishment
         of its e-commerce activities in Asia*

     •   Advising an internet infrastructure provider on the establishment of its operations
         in Malaysia, Singapore and Indonesia*

     •   Advising a French telecommunications venture capital fund on various
         acquisitions in the telecommunication and high-tech sectors in Asia*

     •   Advising a Singapore entity on the establishment of its telecommunications
         services in Malaysia, Singapore and Indonesia and the acquisition of interests in a
         private voice services network in various Asian countries*

     •   Advising a German consortium of sponsors and investors on the structuring of a
         development project regarding the construction of a bio diesel plant in Hamburg,
         Germany and related negotiations with strategic investors in the project*

     •   Advising a UK-stock listed Company on the acquisition of a German foil-printing
         Company*




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     •   Advising Swiss and German investors and management of a German
         telecommunication company on the sale of their investment to an English
         telecommunication company*

     •   Advising newtention extended networks, a German Internet Service Provider in
         relation to the accession of German Venture Capital Fund Dr. Neuhaus Techno
         Nord*

     •   Advising management of Runners Point, one of Germany’s leading retail store
         companies for running equipment, formerly part of KarstadtQuelle, on their
         Management Buy Out, together with German Finance Investor Hannover Finanz*

2004

     •   Advising Granville Baird Capital Partners and the management team on the sale
         of mobile.de, one of the leading classified ads websites for German vehicles, to
         Ebay Inc for €121m*

     •   Advising Hutton Collins and Oxenbridge & Co on its €260m acquisition of Elettra
         GLL, the electric power subsidiary of Lucchini SpA and RWE Power AG, (300 MW
         of existing CHP and renewals and a development pipeline)

     •   Advising founding shareholders of Vauconsant SA on an LBO transaction
         involving the acquisition of the company by SNVB participations and the founding
         shareholders (transaction amount €16m)*

     •   Advising Auriga Ventures on the €1m financing of the CNRS spin-off Nanoraptor
         involved in Nanotechnologies*

     •   Acting for a UK lender providing a loan facility of approximately US$850m to a US
         private equity house/hedge fund to finance its bid for the potential acquisition of a
         US listed company with a fleet of about 35 tankers

     •   Advising the ASP company Right Vision on its €40m financing by Partech
         International, Innovacom, CIC Capital, Turenne Capital, LCF Rothschild, Fd5,
         Pictet and within its sale to Alcatel*




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     •   Advising Noel Saille on its acquisition of the French computer services companies
         owned by the UK listed company Synstar*

     •   Advising Seven Publishing Limited on the acquisition of New Crane Limited, the
         publisher of Sainsbury’s Magazine, and a related private equity fundraising

     •   Advising Matrix Energy G4 LLP on the €31m acquisition of a 20 MW wind farm in
         Germany and the related private equity fund raising and senior and junior loan
         facilities provided by HSH Nordbank AG and Allied Irish Banks plc

     •   Advising Matrix Energy G3 LLP on the €35m acquisition of a 24 MW wind farm in
         Germany and the related private equity fund raising and senior and junior loan
         facilities provided by HSH Nordbank AG and Allied Irish Banks plc

     •   Advising Seven Publishing Limited on the acquisition of Cottage Publishing
         Limited, the UK’s 4th largest crossword publishing company, and a related private
         equity fundraising

     •   Advising Matrix Energy G2 LLP on the €28.875m acquisition of two wind farms
         totalling 19.5 MW in Germany and the related private equity fund raising and
         senior and junior loan facilities provided by HSH Nordbank AG and Allied Irish
         Banks plc

     •   Advising General Electric Capital Corporation on the sale of its shares in, and
         loans to, Tufton Oceanic Investments Limited (a maritime private equity and
         mezzanine finance provider)

     •   Advising Viridis Clean Energy Group, an Australian investment fund, on the
         acquisition of a stake in and restructuring of Airtricity’s 24 MW wind farm project at
         Ardrossan, Scotland, for a total of £10.5m (including subordinated debt)

     •   Advising Matrix Energy G1 LLP on the €35m acquisition of two wind farms
         totalling 22.5 MW in Germany and the related private equity fund raising and
         senior and junior loan facilities provided by HSH Nordbank AG and Allied Irish
         Banks plc




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     •   Advising Completel a major French Telecommunications private operator with
         respect to several litigation lodged with the French Telecommunications Authority
         (ARCEP) and other Courts, notably in relation to call termination costs

     •   Advising major French Telecommunications operator Outremer Telecom in
         relation to the granting by the French Telecommunications Authority (ARCEP) of
         rights of use on GSM frequencies overseas

     •   Advising Granville Baird Capital Partners and the management on the sale of all
         shares in German cleaning and security services Company NOBIS Group to the
         Danish ISS Group*

     •   Advising Private Equity Funds Manager Auctus on its MBO acquisition of German
         temporary staffing service company DELTA Time Control*

     •   Advising Granville Baird Capital Partners on its MBO acquisition of SSB
         Antriebstechnik, a leading manufacturer of special and high performance drives*

2003

     • Advising the management of Scholz & Friends AG, one of Germany’s leading
         advertising agencies, on the management buyout and restructuring*

     • Advising Nextgentel Limited on its exit via the transfer of its assets and liabilities
         through a scheme of arrangement and liquidation and the listing on the Oslo Stock
         Exchange of a new Norwegian incorporated holding company

     • Advising a Norwegian group on the possible management buy-out of one of its UK
         subsidiaries

     •   Advising on the establishment and promotion of a limited partnership established
         to invest in real estate in East Anglia

     •   Advising a UK listed company on a potential management buy out

     •   Advising Auriga Ventures in the €1.3m financing of Infobjects*




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     •   Advising a gallery owning company on a private equity financing and the
         subsequent transfer of its business to a newly formed partnership

     •   Advising Auriga Ventures in the € 2m financing of the Belgium biotech company
         TiGenix*

     •   Advising the management team in connection with a proposed £500m
         management buy in of an industrial company

     •   Advising Auriga Ventures in the €5m financing of the Canadian company
         BioArtificial Technology*

     •   Advising Arts & Biens in the €1.8m financing of the UK company Yacast Ltd*

     •   Advising Global Natural Energy plc on its acquisition of an initial 19.9% interest
         (with an option to acquire a further 40.1% interest) in a new UK gas distribution
         group formed with Barings Private Equity Partners by the merger of Quantum
         Energy Group Limited, Fortum Energy Plus Limited and Saracen Gas Limited

     •   Advising MFC Bancorp Ltd., the financial services company listed on NASDAQ,
         on the secondary buy-out of the zinc alloys and pigments business of Trident
         Alloys Limited and related debt and invoice discounting facilities

     •   Advising on the establishment of a US$250m shipping investment company

     •   Advising NextGenTel Limited, a DSL service provider, on its £4m sixth round
         venture capital funding

     •   Advising on the establishment of various UK limited partnerships investing in real
         property

     •   Advising on the winding-up of an exempt trust feeder fund of a UK limited
         partnership

     •   Advising a UK limited company on a proposed general partnership structure

     •   Advising Naftrans Limited, the owner of Batumi Oil Terminal, and its shareholder
         on the US$12.75m equity investment from the Great Circle Fund, a private equity
         fund primarily funded by OPIC (Overseas Private Investment Corporation) and the




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         US$8m equity investment from ENR Securities/MC Investment Trust (a private
         equity fund for investments in the Former Soviet Union)

     •   Advising German HSH Nordbank subsidiary HGA Capital Grundbesitz und Anlage
         and a closed end fund sponsored by HGA Capital on its joint venture with US real
         estate Alliance Group related to the acquisition of the US properties*

     •   Advising Granville Baird Capital Partners on its MBO acquisition of German
         temporary staffing service company Team BS*

     •   Advising German cleaning and security service Nobis Group on the acquisition
         and restructuring of cleaning company Intercare*

     •   Advising Scholz & Friends on its acquisition of German television production
         company Couch Potatoes*

2002

     •   Advising NextGenTel Limited, a DSL service provider, on its £2m fifth round
         venture capital funding

     •   Advising Musiwave involved in ringtones for mobiles phones in its €4m financing
         by ETMF II, Ventech and Crédit Lyonnais Venture Capital*

     •   Advising Seeft Ventures in the €1.2m financing of Fymasis*

     •   Advising on a US$5m seed capital equity investment in a US beverage venture

     •   Advising on the establishment and sale of interests in two UK limited partnerships
         investing in real property

     •   Advising a telecommunications company on a venture capital investment by a UK
         venture capital fund

     •   Advising the seed investor on its investment in a US limited partnership
         investment fund for maritime and related industries




22
     •   Advising General Electric Capital Corporation on the restructuring of Tufton
         Oceanic Investments Limited (a maritime private equity and mezzanine finance
         provider)

     •   Advising a financial software provider on the reorganisation of its banking facilities
         and the issue of a special venture capital share

     •   Advising the vendor on the £150+m management buy-out (MBO) by existing
         management of the Commodore Group, comprising Commodore Ferries,
         Commodore Express and Condor Ferries, backed by ABN AMRO Capital and
         senior debt funding provided by Royal Bank of Scotland

     •   Advising the vendor on the management buy-out (MBO) of a metals engineering
         business by its management team

     •   Advising NextGenTel Limited, a DSL service provider, on its US$6m fourth round
         venture capital funding

     •   Advising NextGenTel Limited, a DSL service provider, on its £4.3m third round
         venture capital funding

     •   Advising Granville Baird Capital Partners on its MBO acquisition of German coffee
         shop company Balzac Coffee*

     •   Advising owner of cheese dairy Harzer Kaeserei Rusack on sale of shares and
         factory to German major dairy group Mueller Milch*

     •   Advising Granville Baird Capital Partners on its MBO acquisition of German
         filament production Hahl Group (only tax)*

     •   Advising Austria-based Quest Capital in the acquisition of a stake in Siegel GmbH
         & Co. KG, Europe’s third largest manufacturer of shopping trolleys, shopfitting
         equipment and customer guidance systems for the retail trade*

2001

     •   Advising advertising communication agency Scholz & Friends AG on the merger
         with the stock listed company United Vision AG (only tax)*




23
     •   Advising NextGenTel Limited, the holding company of NextGentel AS, a
         Norwegian provider of broadband telecoms services, on its second round
         fundraising to raise £4m

     •   Advising Laboratoire Européen ADSL (LEA) in its €10m financing by Innovacom,
         Vertex, AGF Private Equity, Vontobel, Newberry Ventures, Socadif

     •   Advising the management buy-in (MBI) team on the MBI of a UK garden
         equipment manufacturer/distributor and its property for a total consideration of
         around £1.6m

     •   Advising Quantum Fund, Everest Capital, Pechel Industries, PAI, in their
         FRF175m financing of Aquarelle.com*

     •   Advising an investment fund on a dispute relating to misuse of funds

     •   Advising a media production company on a joint venture with another media
         production company for a TV and internet quiz programme and related second
         funding round

     •   Advising a corporate finance adviser on a dispute relating to a venture capital trust
         promotion and advisory agreement

     •   Advising a financial software company on possible venture capital investments

     •   Advising German HSH Nordbank subsidiary HGA Capital Grundbesitz und Anlage
         and a closed end fund sponsored by HGA Capital on its acquisition of the Four
         Seasons Hotel in Berlin through a share deal transaction*

     •   Advising Granville Baird Capital Partners on its MBO acquisition of German
         cleaning and security service Nobis Group*

2000

     •   Advising the management on the management buy-out (MBO) of garden
         equipment manufacturing plant and machinery from administrative receivers

     •   Advising a software developer on its £450,000 equity funding by a US investment
         fund




24
     •   Advising on the formation of NextGenTel Limited as the holding company for
         NextGenTel AS, a new Norwegian provider of broadband telecoms services, and
         the £7m first round investment by US and Norwegian private equity investors in
         NextGenTel Limited

     •   Advising the management buy-in (MBI) team on a £3.6m MBI and financial
         restructuring of a UK garden equipment manufacturer/distributor

     •   Advising various B2B and B2C internet businesses, including fizzynet.com,
         malltraders.com, quotegate.com, e-logistics.co.uk, coventgardenlife.com,
         bingonet, Equestria.Net plc, Chinsay.com, debtdomain.com, ukdirectory.co.uk,
         entertainmentinvestor.com, eurorez.com and blvd.org on their formation, first
         round funding, intellectual property protection, e-commerce terms of trading, share
         option structures and employment matters

     •   Advising a UK investor on the £5m first round co-financing of an internet content
         supplier

     •   Advising the management buy-in (MBI) team on the MBI and company voluntary
         arrangements of two UK equipment manufacturing and distribution companies

     •   Advising the management buy-in (MBI) team on the buy-out of a corporate
         investor

     •   Advising the founders of a software engineering company on the resolution of a
         shareholder dispute with a venture capital fund

1999

     •   Acting for Eden Capital and Moore Capital, UK and US based hedge funds, in the
         acquisition of Bilka, a Turkish company holding a significant minority stake in
         Turkcell, a Turkish mobile telephone company

     •   Advising Smartcomm Limited on the buy-in management buy-out (BIMBO) of the
         “Smartwalls” business from the receiver of a partnership

     •   Advising Eden Capital on its venture capital investments in Mondus.com, Funmail
         and e-souk




25
1998

     •   Advising Castle Harlan on the UK and French aspects of its acquisition of a world-
         wide airline ground handling services provider

     •   Advising four individuals on the establishment of a new UK based Internet
         services provider and its co-operation arrangements with a major UK airline

     •   Advising a UK leasing institution in connection with the formation of a UK limited
         partnership with a US venture capitalist and others for the purpose of investing in
         venture leasing transactions

     •   Advising the MBO and MBI teams on all aspects of their secondary buy-in
         management buy-out of a UK shirt manufacturer

     •   Advising Novo Nordisk on its private equity investment in a £3.25m convertible
         loan note issued by Bioglan Pharma PLC

     •   Advising a group of equity investors (including the ERBD, The Investment Fund
         for Central and Eastern Europe, Alliance Scaneast Fund LP, Lønmodtagemes
         Dyrtidsford, Royal Greenland A/S and JSC Sevryba) in a new building
         programme of 4 fishing factory trawlers to be built at Ørskov Christensens
         Staalskibsvaerft

1997

     •   Advising Novo Nordisk on its £1m private equity investment in CeNes Limited and
         related licence of certain patent rights

     •   Advising EBRD in connection with a US$18m equity investment in a Polish
         refinery

     •   Advising a BVI corporation in connection with a US$4m acquisition of call routing
         businesses in France and California

     •   Advising US private investors in connection with the US$2m equity investment in a
         Jersey holding company of a UK based call routing company




26
     •    Advising the management on all aspects of the £31m MBO of computer group
          Orion

     •    Advising a venture capital provider on a joint venture for the sale and leaseback of
          a tanker for US$16m

     •    Advising the sponsors and proposed fund managers of the Czech Post
          Privatisation Fund which raised US$75m for long-term equity investments in the
          Czech Republic, with the participation of the EBRD

     •    Advising an overseas venture capital investor in relation to a hotel development in
          Nizhny Novgorod including establishment of off-shore corporate structures

     •    Advising a US investor on a residential development in the Moscow region
          including the establishment of off-shore corporate structures and a joint venture
          Russian structure

1996

     •    Advising the MBO and MBI teams on all aspects of the acquisition, venture capital
          and loan financing of a UK shirt manufacturer

     •    Advising the UK management on the £22m management buyout of the
          Cremascoli Orthopaedic Group




     *means that the deal was conducted by WFW lawyers whilst they were at other firms




All references to ‘Watson, Farley & Williams’ and ‘the firm’ in this brochure mean Watson, Farley & Williams LLP
and/or its affiliated undertakings. Any reference to a 'partner' means a member of Watson, Farley & Williams
LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing
and qualification.




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     Our offices and contacts
London                                            Milan
Watson, Farley & Williams LLP                     Studio Legale Associato a Watson, Farley &
15 Appold Street                                  Williams
London EC2A 2HB                                   Via Santa Radegonda 11
Tel: +44 (0) 20 7814 8000                         Milan
Fax: +44 (0) 20 7814 8141/8142                    Tel: + 39 02 72 09 53 61
Contact:                                          Contact:
Jan Mellmann (jmellmann@wfw.com)                  Eugenio Tranchino (etranchino@wfw.com)
Charles Walford (cwalford@wfw.com)
Douglas Wardle (dwardle@wfw.com)
Evan Stergoulis (estergoulis@wfw.com)
Christina Howard (choward@wfw.com)

New York                                          Athens
Watson, Farley & Williams                         Watson, Farley & Williams
(New York) LLP                                    Greek Branch
100 Park Avenue                                   6th Floor
New York                                          Neophytou Vamva 4
New York 10017
                                                  Kolonaki 106 - 74
Tel: +1 212 922 2200
Fax: +1 212 922 1512                              Athens
Contact:                                          Tel: +30 21 0455 7300
Stephen Millman (smillman@wfw.com)                Fax: +30 210 7212 490
                                                  Contact:
                                                  Virginia Murray (vmurray@wfw.com)

Paris                                             Piraeus
Watson, Farley & Williams LLP                     Watson, Farley & Williams
150, avenue des Champs-Elysées                    Greek Branch
                                                   th
75008 Paris                                       8 Floor - Ionian Building
Tel: +33 (0) 156 88 21 21                         Defteras Merarchias 2
Fax: +33 (0) 156 88 21 20                         Piraeus 185 36
Contact:                                          Tel: +30 21 0455 7300
Bertrand Dumon (bdumon@wfw.com)                   Fax: +30 21 0459 4004
                                                  Contact:
                                                  George Paleokrassas (gpaleokrassas@wfw.com)

Hamburg                                           Singapore
Watson, Farley & Williams LLP                     Watson, Farley & Williams LLP
Van-der-Smissen-Straße 9                          16 Collyer Quay
22767 Hamburg                                     #12-02 Hitachi Tower
Tel: +49 (0) 40 80 80 344 0                       Singapore 049318
Fax: +49 (0) 40 80 80 344 10                      Tel: + 65 6 532 5335
Contact:                                          Fax: + 65 6 532 5454
Dr. Peter Christian Schmidt (pcschmidt@wfw.com)   Contact:
Lothar Wegener (lwegener@wfw.com)                 Ken Cheung (kcheung@wfw.com)

Munich                                            Bangkok
Watson, Farley & Williams LLP                     Watson, Farley & Williams (Thailand) Limited
Kardinal-Faulhaber-Straße 10                      Unit 902, 9th Floor,
80333 München                                     GPF Wittayu Tower B
T: +49 (89) 237086 0                              93/1 Wireless Road
F: +49 (89) 237086 222                            Patumwan, Bangkok 10330
Contact:                                          Tel: + 66 (0)2 665 7800
Simon Preisenberger (spreisenberger@wfw.com)      Fax: + 66 (0)2 665 7888
                                                  Contact:
                                                  Scott Calver (scalver@wfw.com)

Rome
Studio Legale Associato a
Watson, Farley & Williams                         Watson, Farley & Williams Website
Piazza Navona, 49
2nd Floor int 2/3                                 www.wfw.com
00186 - Rome
Tel: +39 06 68 40 581
Fax: +39 06 68 89 2717
Contact:
Eugenio Tranchino (etranchino@wfw.com)

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