It's not often that a Colombian bank goes on the block, so when Bank of Nova Scotia stepped into the highly competitive auction for a majority stake in Banco Colpatria Red Multibanca Colpatria SA, it turned to the legal and financial advisers with which it shares a long history.
Bank of Nova Scotia, or Scotiabank, increased its presence in the sought-after Colombian market, agreeing on Oct. 20 to acquire a 51% stake in Banco Colpatria for about $1 billion in cash and stock from Bogotá, Colombia-based conglomerate Mercantil Colpatria SA, which will retain 49%. The deal is expected to close in December.
Scotiabank relied on longtime advisers Lazard and MBA Lazard, the Buenos Aires-based joint venture of Lazard and the former MBA Group, to help it to grab the majority holding in Colombia's fifth-largest bank, with $6.2 billion in assets. MBA Lazard CEO Gregorio Charnas, managing director and head of investment banking Matías Eliaschev, president in Colombia Jaime Bermúdez Merizalde and Brian O'Neill, vice chairman of Lazard International based in New York, worked on the transaction.
Eliaschev says Lazard was challenged with structuring "a deal under a very competitive scenario where Colpatria had interest from many buyers." He refrained from disclosing the names of other interested parties, saying only that "there was strong competition from within the region."
Bank acquisition targets are limited in Colombia, as most local institutions are themselves seeking to expand across borders, Eliaschev says. "The level of banking penetration in Colombia is low," providing opportunities to grow a bank organically in a country with a strong economic outlook, an attractive young demographic and an expanding middle class, he adds.
Lazard's relationship with Scotiabank dates back at least a decade. When the Canadian bank embarked on a Latin American buying spree in 2010, Lazard and MBA Lazard often took on the role of adviser.
The Lazard team that worked on the Banco Colpatria deal also advised Scotiabank on the December 2010 acquisition of Nuevo Banco Comercial SA, Uruguay's fourth-largest bank, for an undisclosed sum. Also that month, it advised Scotiabank on the acquisition of Pronto!, Uruguay's third-largest consumer finance company, with about 200,000 clients, for an undisclosed price. Lazard also provided a fairness opinion on Scotiabank's December 2010 acquisition of Royal Bank of Scotland Group plc's $900 million in Chilean banking assets for an undisclosed amount.
In addition, Lazard advised Scotiabank on its March 2010 purchase of the Colombian wholesale banking operations of RBS, also for an undisclosed sum. The deal marked Scotiabank's first Colombian foray and established it as the only Canadian bank with a presence in the country.
Torys LLP, which has provided counsel for Scotiabank on transactions worldwide, assembled a team of Toronto- and New York-based lawyers for the Banco Colpatria acquisition, including Ian Arellano, Daniel Raglan, Andrew Beck, Glen Johnson, Blair Keefe, Peter Keenan, John Laskin, Daniel Logan and Conor McCourt.
Torys counseled Scotiabank on the Uruguayan, Colombian and Chilean deals and on its September 2010 acquisition of Dresdner Bank Brasil SA, which has $400 million in assets, from Commerzbank AG, for an undisclosed sum.
Tory's relationship with Scotiabank extends beyond Latin American transactions: The law firm counseled the bank on its $735 million purchase of a 19.99% stake in China's Bank of Guangzhou Co. Ltd. in September, ahead of the Chinese bank's planned initial public offering.
For a local legal presence on the Banco Colpatria purchase, Scotiabank relied on Colombian law firm Prieto & Carrizosa SA's Martín Acero, Héctor Hernández and Juan Fernando Gaviria. Prieto also teamed with Torys on the RBS Colombian deal.
Mercantil Colpatria also relied on former advisers for the sale to Scotiabank. UBS head of FIG Latin America Gérard Crémoux and managing director Paulo Borelli, both based in New York, advised the bank. UBS had earlier advised Mercantil Colpatria on its May purchase of a 49.77% stake in Banco Colpatria from GE Capital Corp. for an undisclosed amount. UBS also underwrote $450 million in debt financing for Mercantil Colpatria to help fund the GE Capital purchase.
Simpson Thacher & Bartlett LLP, which counseled Mercantil Colpatria on the GE Capital deal, returned for the sale to Scotiabank. New York-based partners Edward Chung, Rob Holo, David Rubinsky, Robert Smit, David Williams and Joyce Xu counseled Mercantil Colpatria. -- Michael Rudnick
Houston oil giant ConocoPhillips Co. made another big dent in its $15 billion to $20 billion divestiture plan, announcing Nov. 16 that it agreed to sell two pipelines for $2 billion. It's selling its 16.55% stake in Colonial Pipeline Co. and Colonial Ventures LLC to Caisse de dépôt et placement du Québec for $850 million and its half interest in the Seaway crude oil pipeline to Enbridge Inc. for $1.15 billion.
As part of the Seaway deal, Calgary, Alberta-based Enbridge signed an agreement with 50% owner Enterprise Products Partners LP to reverse the flow of the 350,000-barrel-a-day pipeline to bring light, sweet crude oil from Cushing, Okla., to Gulf Coast refiners. The news sent oil prices over $100 per barrel, since the move will help ease the bottleneck that's formed at Cushing, thus cutting the glut of U.S. inventories. Tudor, Pickering, Holt & Co. Securities Inc. says Enbridge paid a full valuation for the stake.
On the Colonial deal, ConocoPhillips used inside counsel, while Montreal institutional fund manager Caisse tapped Kaye Scholer LLP's Jeffrey Scheine, Steven Canner and David Sausen and Bracewell & Giuliani LLP's Cleland "Cle" Dade and Mark Lewis.
It's not the first time Kaye Scholer has worked on pipeline deals for Caisse. Last year it represented CDP Infrastructures Fund GP, a U.S. unit of Caisse, on the sale of its 40% membership interest in EFS-SSCC Holdings LLC to MSIP Southern Star LLC, a company owned by a number of Morgan Stanley infrastructure funds, for an undisclosed sum. (Scheine also worked on the deal.) The firm also represented CDP on a $315 million private placement of Class C units in Enbridge Energy Partners, with Kenneth Mason leading that one.
Bracewell's Dade is also an old hand when it comes to pipeline deals. In May he advised Kinder Morgan Energy Partners LP on its acquisition of the 50% it didn't own of KinderHawk Field Services LLC and 25% of a natural gas-gathering and -treating business in South Texas' Eagle Ford shale from Petrohawk Energy Corp. for $920, including debt. Lewis joined Bracewell just last year from Paul, Hastings, Janofsky & Walker LLP.
On the Seaway deal, Deborah Gitomer of Fulbright & Jaworski LLP provided counsel to Enbridge, whose chief legal officer is David Robottom (a former partner at Stikeman Elliott LLP and Fraser Milner Casgrain LLP, where he was CEO). Gitomer has represented Enbridge before, working with affiliate Enbridge Energy Partners on its purchase of natural gas-transportation and -treating assets last year from Atlas Pipeline Partners LP for $682 million. Fulbright also advised Enbridge on a $307 million stock offering in 2007. Gitomer works on exploration and production deals, too, having assisted Cabot Oil & Gas Corp. on the sale of oil-and-gas properties earlier this year to BreitBurn Energy Partners LP for $285 million.
Morgan, Lewis & Bockius LLP counseled ConocoPhillips with a team led by Bill Parish and including Mark Haskell, Gary Wilcox, Jonathan Ayre, Joseph Roger, David Aaronson, Blake Ellis, Ian Furman and Matthew Galbraith. ConocoPhillips' inside team included senior director Kirk Austin, director Colin Wolfe and senior counsel Van Williams, who also worked on ConocoPhillips' sale of its remaining interest in the Keystone pipeline system to TransCanada Corp. in 2009 for $750 million, including debt. Parish joined Morgan Lewis in 2008 from King & Spalding LLP, where in 2005 he advised Bahrain-based investment firm Arcapita on its purchase of a 90% stake in Falcon Gas Storage Co. from Energy Spectrum in a secondary buyout valued at $100 million. He was recently part of the team that counseled SK Capital Partners LP on buying family-owned chemical treatment company Calabrian Corp. in May for an undisclosed sum.
Fulbright also represented Enbridge on its agreement with Enterprise to reverse the flow of the pipeline, while Enterprise was advised by Vinson & Elkins LLP partners Robin Fredrickson and Gillian Hobson.
ConocoPhillips expects to close the Seaway sale in December and the Colonial deal in the first quarter. The Colonial sale is subject to a right of first refusal by partners Kohlberg Kravis Roberts & Co. LP and Royal Dutch Shell plc.
Normand Provost, executive vice president of private equity and chief operations officer at Montreal-based Caisse, says Caisse is interested in assets that yield stable, long-term returns, so more acquisition work may come from the fund manager. ConocoPhillips itself has closed on $8 billion in asset sales, so there may be more business on that front as well. -- Claire Poole
Two veteran restaurant investment bankers tangled again in Landry's Inc.'s drawn-out battle to acquire McCormick & Schmick's Seafood Restaurants Inc. The $131.6 million cash deal was announced Nov. 8 and completed a proxy battle and a seven-month auction for Portland, Ore.-based McCormick (see Fine print, p. 58). The deal is structured as a two-step merger process and has a $3.9 million termination fee payable to Landry's.
For financial advice, Piper Jaffray & Co.'s Damon Chandik and John Twichell represented McCormick. Meanwhile, Landry's turned to the same investment bank it has long relied on for M&A advice, North Point Advisors LLC. David Jacquin, Matthew Kelly and Jennifer Trahan advised Landry's from the San Francisco investment bank. Jacquin and Chandik were at one point colleagues at Piper Jaffray. Jacquin was a Piper managing director before he founded North Point in 2004. Chandik joined Piper in 2003 and remains a managing director in the firm's restaurant group.
Jacquin's relationship with Landry's dates back more than 20 years. He advised Landry's founder Tilman Fertitta when he took the company private in 2010 for $1.4 billion.
Piper, on the other hand, has served as a sell-side adviser on a number of Landry's targets over the last few years. In 2010 Houston-based Landry's acquired Oceanaire Inc. and Claim Jumper Restaurants LLC out of bankruptcy, for $23.4 million and $55.3 million, respectively, and picked up Bubba Gump Shrimp Co. Restaurants Inc. for about $112 million. Chandik and Twichell advised on the Claim Jumper and Bubba Gump deals.
Piper and North Point also worked together on a sell-side assignment when French bakery-café chain Groupe Le Duff SA acquired Bruegger's Enterprises Inc. from Sun Capital Partners Inc. for about $91 million in March.
On the McCormick acquisition, which is scheduled to close in early 2012, Kirkland & Ellis LLP's David Fox and Thomas Christopher, Morris, Nichols, Arsht & Tunnell LLP's Jeffrey Wolters and Davis Wright Tremaine LLP all provided legal advice to the target. Steve Wolosky of New York-based Olshan Grundman Frome Rosenzweig & Wolosky LLP represented Landry's. -- Demitri Diakantonis