Maurice Allen (pictured) and Michael Goetz paid almost immediate dividends for Ropes & Gray LLP after they joined the Boston-based firm from White & Case LLP in October. The two London financing lawyers advised longtime client Liberty Global Inc. on its €2.5 billion ($3.7 billion) financing for the cabler's $5.2 billion acquisition of Unitymedia GmbH from Apollo Advisors LP and BC Capital Ltd., announced Nov. 13. Allen is leading the work on the bank debt with Goetz on the high-yield side. Jonathan Bloom, whom Ropes also lured from White & Case last month, is also working on the deal, as are Ropes partners Jay Kim, Craig Marcus and Jane Rogers.
Richard Trobman at Latham & Watkins LLP is representing the four underwriters on the European financing: Credit Suisse Group, Deutsche Bank AG, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. Liberty is also issuing $850 million of convertible debt (upsized from $750 million) in the U.S. to pay for the acquisition. Goldman is underwriting that debt, with Robert Murray Jr., Marc Leaf, Renee Wilm and Frederick "Buzz" McGrath of Baker Botts LLP advising the company and Latham counseling Goldman, whose M&A bankers Andy Gordon, Eric Hamou and Michiel Lap are advising Liberty. The buyer tapped Michael Haidinger and Thomas Tschentscher of Freshfields Bruckhaus Deringer LLP for M&A advice in the firm's first mandate for Liberty.
The sale and convertible note financing came together quickly. UBS, Morgan Stanley, Nomura Holdings Inc. and Bayerische Hypo- und Vereinsbank AG, known as HVB Group, were preparing Unitymedia for an initial public offering. Road shows could have started in early December.
Unitymedia's lead bankers, Aryeh Bourkoff and Ehren Stenzler of UBS, have ties to people at the cable operator's New York backers, including Apollo's Eric Zinterhofer and Raymond Svider of BC Capital. Bourkoff advised Apollo and other noteholders in the megabankruptcy of St. Louis cable operator Charter Communications Inc. Zinterhofer is Apollo's point man on the Charter reorganization, which will leave the PE firm with two board seats and the biggest single stake in the company. Stenzler was on a UBS team that advised Apollo-backed iPCS Inc. on an $831 million sale to Sprint Nextel Inc. in October. Zinterhofer sits on the board of iPCS as well. UBS also has experience in European cable, having worked with the U.K.'s Virgin Media Inc.
Unitymedia is using Hans-Jürgen Lütt of Latham's Frankfurt office and Raymond Lin and Taurie Zeitzer in New York, who were walled off from their financing partners on the deal.
The two PE shops acquired the regional cable providers in the years after the regulator-mandated dismantling of Deutsche Telekom AG's
nationwide cable network around a decade ago. Apollo and BC Capital
paid about €2.6 billion for the three predecessors to Unitymedia and a
handful of smaller rivals. It's unclear how much of their own equity
they invested or if they ever took any cash out of the companies.