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Slaughter and May, Freshfields, LKT, and CMS Advise on the Sale of Liberty Global Operations to Vodafone

Slaughter and May, Freshfields, and LKT Advise on the Sale of Liberty Global Operations to Vodafone

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Slaughter and May has advised Vodafone on its acquisition of Liberty Global's operations in Germany, the Czech Republic, Hungary, and Romania. Vodafone was advised by Lakatos, Koves and Partners on Hungarian legal aspects of the acquisition. Liberty Global was represented by Freshfields, with US support from Ropes & Gray.

Vodafone agreed to acquire Unitymedia GmbH in Germany and Liberty Global’s operations in the Czech Republic, Hungary, and Romania, for a total enterprise value of EUR 18.4 billion. This is expected to consist of approximately EUR 10.8 billion of cash consideration paid to Liberty Global and EUR 7.6 billion of acquired existing Liberty debt, subject to completion adjustments.

According to Slaughter and May, “Unitymedia is the second largest cable operator in Germany, UPC Czech and UPC Hungary are the largest cable operators in the Czech Republic and Hungary, and UPC Romania is the second largest cable operator in Romania.”

The acquisition accelerates Vodafone’s converged communications strategy through in-market consolidation in Vodafone’s largest market, Germany, and in Vodafone’s Central and Eastern European markets, the Czech Republic, Hungary, and Romania.

The transaction will be subject to review by and approval from the European Commission, and Vodafone anticipates that completion will take place around the middle of 2019.

The Slaughter and May team included Partners Roland Turnill, Susannah Macknay, Claire Jeffs, Kerry O’Connell, Duncan Blaikie, Steve Edge, Oliver Storey, Jonathan Fenn, Jane Edwarde, Associates James Cook, Katharina Hesse, Katie Kershaw, Chris Marlor, Aleezeh Liaqat, Ying Wu, Emma Griffiths, Lauren Dingsdale, Florian Von Schreitter, Oliver Howley, Michaela Peck, Matthew Harman, Rafaella Felthun, Orlaith Kane, Alex Fisher, Rose Swaffield, Charlie McGarel-Groves, Steve Dempsey, David Rintoul, and Gemma Goddard, with Trainees Catherine O’Callaghan and Matthew Atkinson.

The Freshfields team was led by Partners David Sonter and David Brooks, with support from Senior Associate Rhys Evans.  Antitrust advice was provided by Partner Sascha Schubert, Tax advice by Partner Peter Clements, German Corporate advice by Partner Jochen Ellrott, German Regulatory advice by Partners Frank Rohling and Klaus Beucher, and Employment advice by Partners Alice Greenwell and Boris Dzida. 

The Lakatos, Koves & Partners team included Partner Ivan Solyom, Managing Partner Peter Lakatos, and Associates Gyorgy Toth and Adrienn Mandoki. Employment advice was provided by Counsel Éva Bognar.

Editor's note: After this article was published, CMS announced that they also had a role advising Liberty Global on the Czech, Hungarian, and Romanian aspects of the transaction. The CMS team from Prague included Partners Chris Watson, Helen Rodwell, and Lukas Janicek, Senior Associate Frances Gerrard, Associate James Oczko and Junior Associate Pavel Kocian, from Budapest Partners Dora Petranyi and Aniko Kircsi, with Senior Counsel Gabor Gelencser, from Bucharest Parner Horea Popescu, Associate Claudia Nagy, Corporate Lawyer Bogdan Buta and Senior Associate Mircea Moraru, while from London Associate Jacqueline Vallat. 

Linklaters announced that it has advised the Vodafone Group on its USD 11.5 billion bond offering. The dollar-denominated offering consisted of six-tranches and closed on May 30, 2018. The SEC-registered notes have fixed and floating rates with an average life of 14 years and effective average euro rate of 2.0%. They are expected to be listed on the New York Stock Exchange. According to Linklaters, Vodafone intends to use the net proceeds from the transaction to either fund the acquisition of Liberty Global's operations in Germany, the Czech Republic, Hungary, and Romania or for general corporate purposes.

Bank of America, Barclays, HSBC, and RBC acted as joint bookrunners.

The Linklaters team was led by London-based Partner Mike Bienenfeld, who was assisted by U.S. Associates Alex Parkhouse and Rachel Ashton.