Firms Line Up for Liberty's $9.4 Billion Ziggo Deal

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UPDATE, 1/28/14, 6:00 p.m. EST: Amsterdam-based Clifford Chance finance partners Mark Huddlestone and Titus de Vries are advising Bank of American Merrill Lynch and Morgan Stanley on aspects of Dutch law in connection with the banks' roles as financial advisers to Liberty Global. Also, the eighth paragraph has been updated to include associates from Ropes & Gray who are working on the deal for Liberty Global. 

Billionaire cable television pioneer John Malone continued his European shopping spree Monday, as his company, Liberty Global, said it had agreed to pay roughly $9.4 billion for the 71.5 percent stake in Dutch cable provider Ziggo stake it does not already own.

Liberty made its initial investment in Ziggo last March by acquiring Barclays' 12.7 percent share of the company for $807 million. Over the next four months, according to a July 2013 SEC filing, the Englewood, Colo.–based media giant had amassed its current 28.5 percent stake in the Dutch company.

Liberty bought into Utrecht-based Ziggo—the Netherlands' largest cable operator—after acquiring Virgin Media for $23.3 billion last February. That deal allowed Liberty to expand its presence in the United Kingdom, positioned it as a rival to British Sky Broadcasting and complemented various other European cable purchases it has made in recent years.

Liberty tried to acquire full control of Ziggo last summer, but the Dutch company eventually rebuffed its preliminary offer in October. Though the companies did not release details of that offer— which Ziggo labeled "inadequate"—they restarted their negotiations at the end of the year. The renewal of the talks led to reports that Liberty and Ziggo were finally closing in on an agreement earlier this month.

Under the transaction's terms, Liberty will pay $15.05 in cash, along with 0.2282 of its own Class A shares and 0.5630 Class C Liberty shares, for each Ziggo share. The deal values Ziggo at $47.23 per share, and $13.7 billion overall, and reflects a 22 percent premium over the target's closing price on October 15—the day before Ziggo disclosed that it had received Liberty's previous takeover offer.

Ziggo, which raised $1.1 billion in an initial public offering in 2012, provides some combination of cable television, broadband Internet and telephone service to roughly 2.8 million households. By joining forces, the companies expect to reach 7 million Dutch homes, or 90 percent of the country's households, and reap $3.4 billion in combined annual revenue from the country, according to the deal announcement. Liberty said in the joint announcement that it is confident it will secure the necessary antitrust approval for the deal from the European Commission. Assuming those regulatory approvals do come, the companies expect the deal to be completed in the second half of 2014.

Allen & Overy is serving as Liberty's lead deal counsel on the purchase, with Amsterdam-based corporate partner Annelies van der Pauw leading a team from the Magic Circle firm that also includes competition partner Paul Glazener. Allen & Overy advised a group of underwriting banks that arranged the financing for Liberty's Virgin Media purchase last year.

Frequent Liberty outside counsel Ropes & Gray is also playing a role in the matter, advising Malone's company on financing aspects. The London-based Ropes team is led by finance partners Tania Bedi and W. Jane Rogers, along with comanaging partner of the London office Maurice Allen. Ropes associates on the deal are Gavin Green, Rob Haak, Haden Henderson, Chris Hastings, Alex Robb and Fergus Wheeler.

Both Ropes and Shearman & Sterling advised Liberty on its acquisition of Virgin Media last year. Ropes also represented Liberty in connection with its 2009 purchase of Germany's Unitymedia for $5.2 billion and teamed with Magic Circle firm Freshfields Bruckhaus Deringer on a pair of Liberty deals involving German cable providers in 2010 and 2011, according to our prior reporting.

Liberty's general counsel is Bryan Hall, a former Fried, Frank, Harris, Shriver & Jacobson partner who served as the top in-house lawyer for Virgin Media before joining Liberty in 2012.

Ziggo, meanwhile, has turned to Freshfields as its lead outside legal adviser on the sale to Liberty. The Magic Circle firm previously represented Ziggo, along with a group of investors that included Cinven and Warburg Pincus, in connection with the Dutch company's 2012 IPO. Amsterdam-based corporate partner Jan Willem van der Staay is leading the Freshfields team working on the sale of the remaining Ziggo stake.

Shearman is also playing a role, advising Ziggo on financing aspects of the transaction. London-based capital markets partner Apostolos Gkoutzinis and finance partner Peter Hayes are leading a Shearman team that also includes senior associate Marwa Elborai.

Other firms landing roles on the matter include Benelux firm Stibbe, which is acting as legal adviser to Ziggo's supervisory board. Dutch firm Nauta Dutilh is representing J.P. Morgan and Perella Weinberg Partners in their roles as financial advisers to Ziggo.

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