M&A Year in Review Our shared success | 2020 - Hogan Lovells
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1 | M&A Year in Review | 2020 2 Dear Clients and Friends, 2020 was an unprecedented year. COVID-19 caused widespread social and economic disruption M&A and staggering human loss around the globe. The United States faced a historically contentious Our four pillars election. The United Kingdom and European Union reached a final agreement as the UK completed Brexit. The world received an urgent call for racial justice. Technical excellence Executing transactions effectively Our M&A team at Hogan Lovells is grateful to have worked with you as, together, we adapted to working from home and other altered routines, pivoted resources to help governments manufacture and distribute PPE, treatments, and vaccines, addressed supply disruption and Industry knowledge new technology needs, and implemented measures to care for our communities and colleagues. Understanding issues in regulated industries In the face of these challenges, the first half of 2020 experienced a decrease in M&A activity, resulting in a decline in the volume and value of deals executed over the course of the year when measured against the preceding year. These declines were mitigated by a strong second half that resulted in deal values totaling US$2.2 trillion, the highest half year figure on record. Global reach Worldwide reach, local experience Across sectors, technology ranked first in both global deal value and volume, bolstered by the increased demand for innovative solutions as businesses and consumers adapted to remote working and social distancing measures. Full-service capabilities Subject matter knowledge In 2020, your transactions propelled Hogan Lovells to over 65 M&A league table rankings worldwide, including top 20 rankings for Global M&A as well as M&A in Europe, Asia-Pacific, the United States, and the United Kingdom. We appreciate the trust you place in us and send our best wishes for health and success in 2021. The Hogan Lovells M&A Team
3 | M&A Year in Review | 2020 4 M&A Year in Review Our shared success | 2020 M&A at Hogan Lovells 07 | Our industry sectors 67 | Private Equity 69 | Venture Capital and Emerging Companies Our values 73 | Diversity and Inclusion 75 | Pro Bono 2021 and beyond 79 | The year ahead: 2021 85 | Our new Corporate & Finance partners and counsel
5 | M&A Year in Review | 2020 6 M&A at Hogan Lovells 07 | Aerospace & Defense 11 | Automotive 15 | Consumer 19 | Diversified Industrials 23 | Education 27 | Energy and Natural Resources 31 | Financial Institutions 35 | Insurance 39 | Life Sciences and Health Care 43 | Private Capital 47 | Real Estate 51 | Sports, Media, & Entertainment 55 | Technology 59 | Telecoms 63 | Transport and Logistics 67 | Private Equity 69 | Venture Capital and Emerging Companies
7 | M&A Year in Review | 2020 8 Aerospace & Defense Sector performance Aerospace and defense dealmaking in 2020 saw strategic acquirers maintain their focus on defense and government technology services businesses, including mission critical solutions for national security, cybersecurity, and IT modernization. Aerospace and defense M&A remained strong in terms of value and volume in 2020, notwithstanding a decline in activity in the 2nd quarter as a result of the COVID-19 pandemic. The sector ended the year with a number of key transactions announced in the fourth quarter. Hogan Lovells activities In 2020, our Aerospace & Defense industry sector produced thought leadership through our Hogan Lovells Aerospace & Defense lnsights publications, offering perspectives on COVID-19’s impact on M&A and government contracting, developments in space mining, regulation of foreign direct investment in Europe, cybersecurity compliance 250+ Aerospace & Defense requirements, and the impact of the Biden administration on the industry. lawyers We partnered with the American Bar Association to present on topics Band 1 including the new Cyber Assessment and Cybersecurity Maturity Model Certification and the latest developments in cybersecurity litigation, and teamed with a governmental export center to present on the expansion of export controls relating to China, Russia, and Venezuela. Public Procurement Chambers UK, 2021
9 | M&A Year in Review | 2020 10 We advised Groupe ADP, an international We advised KBR, Inc., a global provider of We are advising Lockheed Martin, a leading We advised Lynwood (Schweiz) AG on its sale airport developer and manager based in France, science, technology, and engineering solutions, on global security and aerospace company, on its of Kopter Group AG, a Swiss helicopter on its approximately €1.36 billion acquisition of its approximately US$800 million acquisition of US$4.4 billion acquisition of Aerojet Rocketdyne, manufacturer, to Leonardo S.p.A., an Italy- a 49% stake in GMR Airports, a leading Indian Centauri, LLC, a provider of high-end space, directed a world-recognized aerospace and defense rocket based global solutions provider for the airport developer. energy, and other advanced technology solutions. engine manufacturer. aerospace and defense industry. The acquisition comes with a robust industrial The acquisition expands KBR’s military space and The transaction will bolster Lockheed Martin’s The transaction further strengthens partnership and enables Groupe ADP to build, intelligence businesses and builds on its strengths position as a leader in missile defense, space, and Leonardo’s worldwide leadership and position shortly after having increased its stake in TAV in cybersecurity and missile defense solutions. hypersonic technology and ultimately will result in the rotorcraft sector and will boost future Airports, a unique leading worldwide network of in reduced costs for its customers and the U.S. developments towards more disruptive Lawyers in our Northern Virginia office led the tax payer. airports with a solid industrial expertise and technologies, mission capabilities, and transaction, with support from our antitrust, strong development capacities. performances, including innovative hybrid employee benefits, employment, environmental, A team of lawyers in our Baltimore and and electrical propulsion solutions. A Paris-based team led the transaction, with intellectual property, international trade, Washington, D.C. offices is leading the support from our antitrust, banking, finance, privacy and cybersecurity, public procurement, transaction, with support from our Denver, New Lawyers in our Milan and Rome offices led infrastructure and projects, and tax practices on real estate, regulatory, securities and public York, Northern Virginia, San Francisco, and the transaction, with support from our a cross-border basis. company advisory, and tax practices. Silicon Valley offices. Moscow office. Aerospace & Defense “Highly regarded multidisciplinary group… counsels government contractors on complex business transactions, including M&A.” Chambers USA, 2020
11 | M&A Year in Review | 2020 12 400+ Automotive lawyers Automotive Only firm ranked Sector performance While the COVID-19 pandemic was in the driver’s seat during 2020, Band 1 disruptive technology and innovation continued to be powerful forces of Transportation: Road (Automotive) change in the automotive sector. The pandemic led to supply chain Chambers USA, 2020 disruptions and a period of decreased demand for vehicles, but the sector benefited from access to capital markets and sources of financing to fund investments in new technology. Although automotive deal volume and value declined across the full year, deal volume and value in the sector increased in Q4 2020 when compared with the preceding quarter, indicating a potential acceleration in dealmaking for 2021. Hogan Lovells activities Throughout 2020, our Automotive industry sector participated in various industry initiatives and events, both physical and virtual, around the world. We launched a new webinar series focused on the latest developments and associated impacts of COVID-19 on the automotive industry, including supply chain and restructuring risks and opportunities. Our team published the fourth edition of the global guidebook Getting the Deal Through – Automotive and produced several commentaries on the future of mobility, including our Automotive and Mobility Thought Leadership Paper and our Living Mobility Spotlight Q&A series.
13 | M&A Year in Review | 2020 14 Automotive “Impressive practice with strength in automotive issues... excels in advising on technological evolution in the automotive sector.” Chambers USA, 2020 We advised Cooper-Standard Holdings Inc., a We advised Cooper Tire & Rubber Company We advised Ford Motor Company on the US$2.6 We are advising the TRATON GROUP, a global supplier of automotive systems and on the increase of its ownership stake from 58 billion investment by Volkswagen into Ford’s commercial vehicle manufacturer, on its components, on the divestment of its European to 100 percent in Corporación de Occidente, autonomous vehicle platform company, Argo AI, strategic equity investment in TuSimple, a rubber fluid transfer and specialty sealing S.A. de C.V., a tire manufacturing plant in at a valuation of more than US$7 billion. developer of autonomous long-haul trucks and businesses, and the majority of its India Mexico. Formerly, the plant was a joint related technology-supported freight networks The transaction allows both Ford and Volkswagen operations, to Mutares SE & Co. KGaA, a venture with Trabajadores Democráticos de based in the United States and China. to independently integrate Argo AI’s self-driving Germany-based holding company. Occidente, S.C. de R.L. de C.V., a tire- system into their own vehicles, delivering The transaction is the first-ever European producing cooperative. The transaction will enable Cooper Standard significant global scale while improving cost collaboration between a global OEM and a to focus resources on its businesses that The transaction will optimize Cooper’s and capital efficiencies. SAE level 4 self-driving technology company. provide the greatest opportunity for growth global manufacturing footprint with cost- Lawyers in our Washington, D.C. office led A Washington, D.C. team is leading the and profitability. competitive production of quality tires in a global team on this transaction, with transaction, with support from our Beijing, key regions. Lawyers in our Rome office led the transaction, support from our antitrust, employee Hong Kong, Shanghai, and Tokyo offices and supported by our Birmingham, London, Madrid, A team of lawyers in our Mexico City office led benefits, employment, intellectual property, our commercial, employment, intellectual Munich, and Warsaw offices and our antitrust, the transaction, with support from our international trade, privacy and cybersecurity, property, international trade, and employment, environmental, and tax practices. employment, regulatory, and tax practices. and tax practices. transportation practices.
15 | M&A Year in Review | 2020 16 Consumer Sector performance M&A activity in the consumer sector was significantly impacted at the start of 2020 by COVID-19 pandemic-related restrictions and the accompanying market slowdown. The resilience of the sector was on display during the latter part of 2020, however, as well-positioned strategic buyers were able to take advantage of their strong balance sheets and reduced equity valuations in the sector to execute acquisitions aimed at responding to rapidly-changing consumer demands. While M&A trends for the sector varied geographically, consumer companies around the world often turned to M&A as a tool to respond to the pandemic – focusing on targets that would allow the acquiror to diversify its supply chain, digitize its customer interface, and broaden product offerings. Hogan Lovells activities + In 2020, our Consumer industry sector produced a number of real time updates on COVID-19 to help clients navigate the rapidly-changing 650 Consumer governmental, legal, and regulatory landscape of the pandemic. lawyers Our team launched an Environmental, Social, and Governance Guide which looks at business integrity and sustainability issues consumer companies must consider. Our Fashion & Luxury team contributed to the publication of Getting the Deal Through: Luxury & Fashion 2020, which reviews the laws, regulations, and common procedures governing the sector Band 1 Food and Beverages: Regulatory and Litigation across a range of international jurisdictions. Chambers UK and USA, 2021
17 | M&A Year in Review | 2020 18 We advised Bia Coffee Investments, a Spanish We advised Dash Brands Ltd, the BVI-based We advised Ingredion Incorporated, a We advised the special committee of Jumei coffee-focused company, on the acquisition of master franchisee of Domino’s Pizza, Inc. in leading global ingredient solutions International Holding Limited, a China-based Garcomex, a coffee and tea business based in China, on the acquisition by Domino’s Pizza provider, on its £186 million public fashion and lifestyle solutions provider, Monterrey, Nuevo Leon. of a noncontrolling stake in Dash Brands Ltd takeover of PureCircle Limited, a London- on its approximately US$230 million by way of the subscription of new shares. listed producer of stevia sweeteners take-private transaction. The transaction represents a milestone in and flavors. Latin American investment in Mexico, as Bia The investment by Domino’s Pizza This is the first U.S. public M&A transaction Coffee continues to consolidate its presence strengthens Dash’s plans to pursue brand The acquisition advances Ingredion’s in recent years that involved a U.S.-listed in the Mexican market, and positions development, growth, and further expansion specialties strategy for sugar reduction and Chinese company and utilized a two-step Bia Coffee as a strategic participant in the across China. will support future sales growth. merger structure. coffee sector. Mexico also represents a gateway A team of lawyers in our Beijing office led Our London and Washington, D.C. offices Lawyers in our Hong Kong office led the for Bia Coffee to international markets given the transaction, with support from our led the transaction, supported by our transaction, with support from our Beijing, Mexico’s free trade agreements. Hong Kong and Shanghai offices and our antitrust, employee benefits, employment, New York, and Silicon Valley offices Our Mexcio City M&A team and our Monterrey employment, finance, and international intellectual property, pensions, and real and antitrust, securities litigation, and tax team led the transaction. trade practices. estate practices. tax practices. Consumer “Experienced advising on manufacturing, distribution, warehousing, and supply arrangements.” Chambers UK, 2021
19 | M&A Year in Review | 2020 20 Diversified Industrials Sector performance In the face of difficult market conditions brought on by the COVID-19 pandemic, M&A in the diversified industrials sector increased in value and reduced in volume during 2020. Many companies in the sector sought to reduce debt and to shed non-core assets leading to some high-value transactions. Overall, the sector demonstrated remarkable resilience, given that its capital intensive, cross- border, and highly regulated nature made it particularly vulnerable to disruption by a global pandemic. Hogan Lovells activities Our Diversified Industrials industry sector remained at the forefront of the developments in the sector and published Hogan Lovells Chemicals + 430 Horizons, a cross-practice publication, offering insights into issues facing stakeholders in the chemicals industry, including a burgeoning automotive recession, escalating trade wars, mounting pressure to recycle carbon products, and a looming oversupply issue. Diversified Industrials lawyers Our Construction, Engineering, and Projects team hosted its flagship annual Construction, Engineering, and Infrastructure Day Conference, discussing an array of topics, including joint ventures and risk management. The team also offered recurring virtual clinics throughout the year to address client concerns in real time. Band 1 Industrial Products/Environmental law JUVE Handbook, 2020
21 | M&A Year in Review | 2020 22 Diversified Industrials “Exceptional breadth and depth of knowledge within the sector. Commercial and pragmatic in all aspects of the transaction.” Legal 500 UK, 2021 We advised the special committee of the board We advised NDT Global Limited on the sale of We advised PPG Industries Inc., a global We advised Zinc Nacional S.A, a leader in of directors of China XD Plastics Company NDT Global Group, a provider of non- supplier of paints, coatings, and specialty the production of zinc compounds, on its Limited, one of China’s leading specialty destructive in-line inspections for oil and gas materials, on its US$1.15 billion acquisition of acquisition of the zinc recycling business of Harz- chemical companies, on its US$100 million pipelines, to Eddyfi NDT Inc., a test and Ennis-Flint, a worldwide leader in pavement Metall GmbH, a specialist for resource-friendly acquisition and take-private by its Chief measurement technology group. markings and traffic safety. recycling of lead and zinc in Europe. Executive Officer. Coupled with the additional expertise of testing The acquisition will enhance PPG’s existing The transaction was one of the first German As a privately held entity, the management techniques and technology by Eddyfi mobility technologies in support of increased distressed infrastructure M&A transactions in of the company will now have greater Technologies, NDT Global will deliver increased safety through autonomous driving systems. the wake of the COVID-19 pandemic. flexibility to focus on improving long-term accuracy and enhanced information to assure Washington, D.C.-based lawyers led a global Our Dusseldorf, Frankfurt, Hamburg, profitability and to pursue its business the safe operation of pipelines. team across 17 offices on this deal, with support Monterrey, and Munich offices led the strategies. Frankfurt-based lawyers led a global team from our antitrust, banking, employment, transaction, supported by our antitrust, A team of lawyers in our Hong Kong, across 13 offices on this deal, with support environment, intellectual property, international business restructuring and insolvency, data New York, and Northern Virginia offices led from our arbitration, employment, intellectual trade, pensions, privacy and cybersecurity, protection, employment, environment, the transaction, with support from our property, real estate, regulatory, and private equity, public procurement, real estate, infrastructure and projects, pensions, real litigation practice. tax practices. and tax practices. estate, and tax practices.
23 | M&A Year in Review | 2020 24 180+ Education lawyers Education Sector performance Top 20+ The education sector reacted quickly to remote schooling and other Advising more than 20 of the top 25 U.S. universities COVID-19 pandemic-related restrictions, including those sector participants U.S. News and World Report, 2020 involved in professional training services, K12 media and technology, higher education media and technology, professional training technology, higher education, K12 and K20 services, and child care services. Deal volume and values generally increased in the sector when compared to 2019, in part because of the pandemic spurring increased interest in the education technology segment. Alternative education models and professional training services also attracted attention. Hogan Lovells activities In 2020, our Education industry sector produced several thought leadership pieces and webinars on the COVID-19 pandemic related to higher education employment, return to the workplace liabilities, COVID-19 testing, class actions against universities, and CARES Act grants. We also produced a podcast on regulatory perspectives on international online education, which covered temporary versus full online degree programs, U.S. and non-U.S. regulatory considerations, tax implications for tuition revenue, and China’s strategies for delivering online courses.
25 | M&A Year in Review | 2020 26 We advised American Institutes for We are advising American Public Education, We advised Rosetta Stone Inc., a leader in We advised Strategic Education Inc., an operator Research (AIR), a world leader in behavioral Inc., a NASDAQ-listed provider of higher technology-based learning solutions, on its of campus-based and online higher education and social science research, on its education, on its US$329 million acquisition sale to Cambium Learning Group, a leading institutions, on its approximately US$642.7 acquisition of IMPAQ LLC, a health and of Rasmussen University, a nursing and health provider of digital education solutions. million all cash acquisition of Laureate workforce policy research and data sciences higher education institution. Education, Inc.’s Australia and New Zealand Rosetta Stone product lines will analytics company. academic operations. American Public Education Inc.’s acquisition further enhance Cambium’s portfolio of AIR’s acquisition expands its capabilities in will create scale and diversify its revenue digital curriculum. The acquisition expands Strategic Education’s guiding public policy makers and program stream across sectors, resulting in a leading footprint outside the United States and helps it to Our New York and Silicon Valley offices led directors seeking to improve lives across provider of pre-licensure nursing education. break into the growing higher education market the transaction, with support from our the entire lifespan. in the Asia Pacific region. A team of lawyers in our Baltimore office Denver, Los Angeles, San Francisco, and Lawyers in our Washington, D.C. office led is leading the transaction, with support Washington, D.C. offices and our antitrust, Our Sydney office led the transaction, with support the transaction, with support from our from our Denver, Northern Virginia, and employee benefits, employment, finance, from our Beijing, Denver, and Washington, D.C. antitrust, employee benefits, employment, Washington, D.C. offices and our education intellectual property, international trade, and offices and our banking, education, and securities intellectual property, and tax practices. and finance practices. privacy practices. and public company advisory practices. Education “Notable for its representation of major academic medical centers, by which it is frequently engaged to handle complex restructurings and corporate transactions.” Chambers USA, 2020
27 | M&A Year in Review | 2020 28 Energy and Natural Resources Sector performance 2020 was a turbulent year for the energy sector, which was already on the brink of significant disruption. Oil prices fell to a 17-year low in March as the COVID-19 pandemic crippled global demand for energy amid a market already strained by the ongoing Russia-Saudi Arabia oil price war. The pandemic served as a catalyst for the shift from fossil fuels to renewables and low carbon energy sources. As a result, 2020 saw a surge in global M&A activity in the renewables sector, with a diverse group of investors including oil majors, private equity, and infrastructure funds all competing for the same assets. Hogan Lovells activities Our Energy and Natural Resources industry sector authored articles on a 470+ range of topics, including navigating distress and insolvency in the oil and gas industry, sustainable mining, the move to a low carbon energy future, electric vehicles (EV) infrastructure, and the impact of the Biden administration on the sector. Energy and Natural Resources lawyers We collaborated with our Mobility and Transportation sector group to take part in an EV Infrastructure Summit, focusing on the opportunities and challenges involved in establishing charging infrastructure as part of the transition to zero emission vehicles. Tier 1 Energy and Infrastructure Legal 500 UK, 2021
29 | M&A Year in Review | 2020 30 Energy and Natural Resources “Great strength, especially when dealing with large transactions. The communication is fantastic and seamless.” Chambers Global, 2021 We advised Allied Gold Corp, an Africa-focused We advised Global Marine Group, a leading We advised Mitsubishi Corporation, the market We are advising NextEra Energy Resources, a gold company, on its US$105 million acquisition provider of offshore engineering services for the leading Japanese trading house, on the subsidiary of NYSE-listed NextEra Energy and a and financing of Société d’Exploitation des renewables, oil and gas, and telecommunications divestment of its German offshore transmission leading generator of renewable energy, on its Mines d’Or de Sadiola S.A. (SEMOS), the industries, on its sale by its parent company, in assets to PensionDanmark, one of the largest sale of new solar generation and battery storage majority owner of the Sadiola Gold Mine in which HC2 Holdings, Inc. holds an approximate pension funds in Europe, and Copenhagen facilities to affiliates of Northern Indiana Public Western Mali. A minority interest in the mine 73 percent equity interest, to J.F. Lehman Infrastructure Partners, an infrastructure- Service Company. remains held by the Government of Mali. & Company, a middle market private equity firm. focused investment firm. The transaction advances the transition among The acquisition is a transformational step for Global Marine Group has experienced significant The deal, which involved the sale of Mitsubishi U.S. utilities from carbon-heavy power Allied Gold Corp and continues its expansion growth in the last five years and its sale to J.F. Corporation’s share in its German offshore generation to renewable generation. plans and growth as a gold company, following Lehman & Company will support its future transmission assets, is one of the largest sales of Our Washington, D.C. office is leading the its acquisition of the Bonikro and Hire Gold success and expansion. transmission assets in German history. transaction, supported by our Baltimore, Mines in West Africa’s Ivory Coast. A team of lawyers in our London and Northern Lawyers in our Hamburg and Tokyo offices led Houston, Miami, New York, and Northern A team of lawyers in our Johannesburg, Perth, Virginia offices led the transaction, with support the transaction, with support from our antitrust Virginia offices and by our antitrust, infrastructure and Singapore offices led the transaction. from our pensions, regulatory, and tax practices. and commercial practices. and projects, and litigation practices.
31 | M&A Year in Review | 2020 32 Financial Institutions Sector performance In the financial institutions sector, while 2020 saw reduced aggregate deal volumes and values when compared to 2019, slower activity in early 2020 was replaced with much stronger deal flow in Q4. The COVID-19 pandemic brought challenges, but several themes managed to accelerate dealmaking in the sector. The capital strength of banks proved to be resilient and deal activity continued in the digitalization and FinTech spaces. Ongoing trends of interest margin squeeze and cost control propelled transactions focused on cost rationalization, growing deposit bases, and in-market consolidation rather than cross-border expansion. Hogan Lovells activities Our Financial Institutions industry sector released our annual Hogan 750+ Lovells FIS Horizons publication addressing key developments, including the implication of UK sanctions legislation in a post-Brexit environment, the avalanche of sustainable finance legislation from governments, and the steps that financial institutions should be taking to ensure an orderly LIBOR Financial Institutions transition by the end of 2021. lawyers We designed a Global Guide to Electronic Signatures, and, as COVID-19 accelerated change, we created an interactive comparative guide on global governmental and regulatory responses to the pandemic on issues including capital reliefs, monetary policy, insolvency, and more. Tier 1 FinTech Legal 500 UK, 2021
33 | M&A Year in Review | 2020 34 We advised Intriva Capital, a private asset We are advising Norddeutsche Landesbank We advised Radius Bank, an innovative digital We advised SB One Bancorp, the NASDAQ- management firm, on its acquisition of (NORD/LB), one of the leading commercial online bank, in connection with its sale to listed parent company of SB One Bank, on Lending Works, a UK-based digital peer-to- banks in Germany, and Deutsche NYSE-listed LendingClub, the United States’ its merger with Provident Financial Services, peer lending platform, from several Lending Hypothekenbank (Deutsche Hypo), one of largest online lending marketplace connecting the NYSE-listed parent company of Works investors. Germany’s largest real estate financiers, on the borrowers and investors. Provident Bank. merger and full integration of Deutsche Hypo Since its launch in 2014, Lending Works has The combination represents the first ever bank- The merger brings together two high- into NORD/LB. seen significant growth in the UK having lent FinTech M&A deal approved by the U.S. Federal performing financial institutions with almost £250 million to borrowers. Intriva The transaction is a key milestone for NORD/ Reserve and will create a digitally native complementary geographies and business Capital will help expand the existing operations LB in its multiyear transformation program. marketplace bank at scale with the power to lines with approximately US$12 billion and product offering of Lending Works, while deliver an integrated customer experience. in assets. Lawyers in our Frankfurt office are leading the venturing into new areas and products. transaction, with support from our Dusseldorf A team of lawyers in our Washington, D.C. Our Washington, D.C. and New York offices A team of lawyers in our London office led the and Hamburg offices and our capital markets, office led the transaction, with support led the transaction, supported by our transaction, with support from our financial employment, intellectual property, regulatory, from our employee benefits and financial employment, securities and public company services practice. and tax practices. regulatory practices. advisory, and tax practices. Financial Institutions “Hogan Lovells works with international banks and corporate clients to assist them in driving forward new advancements in the financial and technology sectors.” Chambers Europe, 2020
35 | M&A Year in Review | 2020 36 Insurance Sector performance Insurance was one of the most resilient sectors for M&A during 2020. Deal volume remained steady compared to 2019. Deal value increased in 2020 on the back of a significant number of multi-billion dollar deals, particularly in the second half of the year. Despite the wider challenges presented by the COVID-19 pandemic, many of the long-term drivers for M&A in the sector remained – persistent low interest rates, private equity’s appetite for more assets under management, continuing consolidation among brokers, and the need to access new digital platforms and distribution channels. Hogan Lovells activities Our Insurance industry sector hosted a number of client events, including + 210 webinars focused on topics such as COVID-19, Brexit, M&A, legislative changes, insurance distribution, sanctions, reinsurance and derivatives, tools for restructuring insurance businesses, and insurance business transfers. Insurance We continued to publish thought leadership on developments and future lawyers opportunities in the insurance sector, including the 2020 edition of our Hogan Lovells lnsurance Horizons publication, which covers hot topics, key global and regional trends, and regulatory developments around the world. Tier 1 Insurance: Corporate and Regulatory Legal 500 UK, 2021
37 | M&A Year in Review | 2020 38 Insurance “They are our go-to counsel for corporate and regulatory matters. They are extremely responsive, even when we need urgent attention at unsocial hours – it always feels as though we are a priority.” Chambers Global, 2021 We advised Allianz X on the acquisition We advised Enstar Group Limited, a NASDAQ- We advised Monument Re Limited, a life We advised Open Trustees Limited, the trustee of a majority stake in ControlExpert, listed global insurance and reinsurance group, on reinsurer and acquirer of European asset of the Old British Steel Pension Scheme, on its an international market leader in the recapitalization of its majority-owned intensive portfolios, on its acquisition of £2 billion buy-in with Pension Insurance AI-based claims handling in the subsidiary StarStone U.S. Holdings Inc., a specialty GreyCastle Holdings Ltd, the holding company Corporation plc, a specialist UK insurer. automotive sector. insurer in the property and casualty markets. of a Bermuda-based reinsurer of European life The deal is one of the few successfully completed and annuity liabilities, and its subsidiaries, The acquisition will enable Allianz X to The transaction constitutes a pivotal moment for “PPF+” transactions involving a pension which include GreyCastle Life Reinsurance settle motor vehicle claims significantly StarStone U.S., which in addition to benefitting scheme under assessment by the Pension (SAC) Ltd and GreyCastle Services. faster and to use AI in claims settlement. from US$235 million of equity rolled over by Protection Fund, the UK statutory fund ControlExpert will retain its business Enstar, raised over US$670 million of new equity The transaction represents a significant responsible for pension schemes where the model and operational autonomy, as well capital to position StarStone U.S. to capitalize on strategic milestone for Monument Re and sponsoring employer has entered insolvency. as its name, brand, and identity. expected growth in the specialty E&S market. supports its ongoing international growth. Our London M&A and Pensions teams led the A global Hogan Lovells team led on all A team of lawyers in our Philadelphia and Lawyers in our London office led the transaction, transaction, with support from our intellectual transaction-related issues. Washington, D.C. offices led the transaction. supported by our banking and finance practice. property, litigation, regulatory, and tax practices.
39 | M&A Year in Review | 2020 40 500+ Life Sciences and Health Care lawyers Life Sciences and Health Care Sector performance Band 1 After a pause in deal activity because of the COVID-19 pandemic at the start Life Sciences and Healthcare of 2020, M&A in the life sciences and health care sector rebounded during Chambers Global, 2021 the second half of the year. Deal activity trended toward a greater volume of smaller bolt-on acquisitions and partnering deals in lieu of the mega deals executed in preceding years. Financing for life sciences and health care companies was strong across the board, from venture capital to IPOs and follow-on offerings. In addition, many of the drivers for transacting – access to new products and technologies, rationalizing and filling revenue gaps across products lines, and venture or PE-backed companies looking for an exit – remained in play. Hogan Lovells activities Our global Life Sciences and Health Care industry sector continues to regularly release guidance, webinars, and podcasts addressing the pandemic’s impact on the sector, which we catalog in our COVID-19 Resource Guide. We released our annual Hogan Lovells LS&HC Horizons publication, providing high-level insights into opportunities and challenges in the sector, along with our Talking the Cure podcast series, which seeks to foresee the industry issues facing our clients. Our Global Digital Health Team launched Virtual Health Horizons to explore the opportunities and potential legal hurdles in telehealth and remote monitoring.
41 | M&A Year in Review | 2020 42 We advised MorphoSys, a Germany-based We advised Novartis, a leading global We advised PerkinElmer, Inc., a global leader We advised Rexahn Pharmaceuticals, Inc., a biopharmaceutical company, on a global medicines company, on its acquisition of Vedere in the life sciences and diagnostics industry, on biotechnology company, on its reverse collaboration and license agreement with Incyte Bio, adding a powerful new platform for AAV- its public takeover offer for Horizon Discovery merger transaction with Ocuphire Corporation, a U.S. pharmaceutical company, to based delivery of gene therapies and a best-in- Group PLC., a leading gene editing company. Pharma, Inc., a clinical-stage ophthalmic further develop and commercialize MorphoSys’ class optogenetics program to help reimagine biopharmaceutical company. With this investment, PerkinElmer will expand key asset tafasitamab, an anti-CD19 antibody the treatment and prevention of vision loss its portfolio of leading, automated life The transaction provided Rexahn’s stockholders currently in development to treat blood cancer. and blindness. sciences discovery and applied genomics with the opportunity to participate in a dynamic Under the agreement, which is considered one of The acquisition builds on Novartis’ commitment solutions to include CRISPR gene editing and company with a robust pipeline in the growing the largest licensing transactions of any German in cell and gene therapy, and will enable gene modulation tools – important for the ophthalmic market. biotech company, MorphoSys will be eligible to Novartis to further advance its efforts to bring future of precision medicine. Lawyers in our Baltimore office led the receive milestone payments of up to US$1.1 billion transformative therapies to a wide range of A team of lawyers in our London office led transaction, with support from our Boston, and significant royalties. patients with blinding diseases. the transaction, with support from our Los Angeles, Philadelphia, Silicon Valley, and Our Munich and Hamburg offices led the A New York team led the transaction, with Birmingham, New York, Perth, and Washington, Washington, D.C. offices and our employee transaction, supported by our Los Angeles, Northern support from our Denver, Los Angeles, and D.C. offices and our antitrust, employment, benefits, intellectual property, litigation, Virginia, and Washington, D.C. offices and our Washington, D.C. offices and our employee pensions, privacy and cybersecurity, private regulatory, securities and public company antitrust and intellectual property practices. benefits, employment, and tax practices. equity, and tax practices. advisory, and tax practices. Life Sciences and Health Care “Accessible, reliable, great commitment to the client. Exceptionally good legal knowledge. Highly professional negotiating skills.” Legal 500 Germany, 2020
43 | M&A Year in Review | 2020 44 Private Capital Sector performance M&A activity in the private capital industry remained relatively stable in 2020, despite an initial setback at the onset of the COVID-19 pandemic. Since then, deal activity in the sector enjoyed a solid rebound. Private equity remained the most established and largest component of the industry. Private credit funds increased their share of the lending market. Significant capital was deployed toward energy and infrastructure investments. Pension funds, sovereign wealth funds, and family offices continued to develop direct investing activities in addition to their traditional fund of fund investments and co-investments. Hogan Lovells activities In 2020, we launched our Private Capital Lifecycle, an interactive tool for + 400 clients, which brings together our insight and experience supporting private capital investors, and their portfolio companies, through every stage of the investment lifecycle. Private Capital We also hosted our fourth annual Sovereign Investor Conference which, this lawyers year, took the format of a three-part webinar series focusing on how institutional investors have been managing the myriad challenges presented by the pandemic. Top 10 by value, European PE deals Bloomberg, 2020
45 | M&A Year in Review | 2020 46 Private Capital “Acts for a broad spectrum of private equity houses and alternative asset managers, including specialist investors, sovereign wealth funds, and pension funds.” Chambers UK, 2021 We advised InfraVia European Fund II, a We advised Apeiron Management S.p.A., an We advised Greystar Real Estate Partners, We advised Aware Super, an Australian European infrastructure fund, and Egis Italian special situations and corporate credit LLC, a real estate developer and public superannuation fund, on its Investment Partners, the investment arm of investment opportunities manager, and Apollo investment manager, on its acquisition of the partnership with APG to expand City ID, French engineering group Egis, on the sale of Global Management, Inc., a global alternative property management business of Alliance one of the leading aparthotel chains in shares in Autobahnplus A8 GmbH. investment manager, on the purchase of a Residential Company. Amsterdam, into additional European portfolio of claims owned by Grandi Lavori capital cities and targeting an aparthotel The A8 motorway project between Munich and The transaction strengthens Greystar’s U.S. Fincosit S.p.A. for a value of over €1.3 billion. portfolio with a gross asset value in Augsburg is a PPP pilot scheme and was the footprint and complements its presence in excess of €500 million in the next first-ever German motorway PPP project. The deal was funded by asset-backed notes, issued in key western markets. We previously advised four years. The project allows Autobahnplus A8 GmbH a single class by Armonia SPV S.r.l., in order to finance Greystar on its US$4.6 billion joint venture to expand, operate, and maintain the the purchase, and was fully subscribed by investment acquisition of Education Realty Trust in 2018. Aware Super is one of Australia’s largest super motorway for a total concession length of funds run by Apollo Global Management, Inc. funds, with AU$140 billion under management Lawyers in our Washington, D.C. and 52km and 30 years. following the recent merger between First Our Milan and Rome offices led the transaction Northern Virginia offices led the transaction, State Super, VicSuper, and WA Super. Lawyers from our Hamburg and Frankfurt drawing upon the resources of our private with support from our antitrust, employee offices led this transaction, with support from equity, business restructuring and insolvency, benefits, environmental, intellectual property, Lawyers in our Sydney and Amsterdam offices our antitrust practice. and debt capital markets practices. real estate, and tax practices. led this transaction.
47 | M&A Year in Review | 2020 48 500+ Real Estate lawyers Real Estate Sector performance Tier 1 In 2020, deal value in the global real estate sector decreased significantly as Commercial Property: Development a result of the COVID-19 pandemic. The crisis significantly impacted retail, Legal 500 UK, 2021 which was already in decline, and the hospitality space, which was devastated by travel restrictions. Offices also were affected adversely as the business community adopted work-from-home models. M&A activity levels in the sector were particularly low in the United Kingdom and the United States, where the health crisis combined with the geopolitical instability of Brexit and the uncertainty preceding the U.S. elections. Asset classes driven by demographical and technological change, however, had a strong year, particularly in logistics and data centers as a result of the increase in online shopping and general need for increased server capacity. Hogan Lovells activities Our Real Estate industry sector hosted numerous webinars covering hot topics, key trends, and regulatory developments. Our teams also released a video series for the winter edition of our Hogan Lovells Real Estate Horizons. We produced one of the first dedicated real estate resources created in response to the pandemic – an interactive map comparison of real estate COVID-19 topics across jurisdictions. We launched a new real estate transaction tool which helps to reduce administrative costs, enhance data privacy and security, and accelerate transactions in the real estate industry.
49 | M&A Year in Review | 2020 50 We advised CPI Property Group, one of the We advised Griffin Capital Essential Asset We advised Industrial Property Trust We advised LaSalle Investment Management, largest owners of commercial real estate in REIT, Inc. (GCEAR) on its acquisition of Cole (IPT), a publicly registered non-traded a leading residential real estate investment Central and Eastern Europe, on its investment Office & Industrial REIT (CCIT II), Inc. for REIT, on the US$301 million sale of management firm and independent subsidiary of in Globalworth Real Estate Investments approximately US$1.2 billion in a stock-for- a wholly owned subsidiary to Jones Lang LaSalle Incorporated, on the creation Limited, a company listed on the AIM market stock transaction. another publicly registered non-traded of a real estate investment trust in Spain to invest in of the London Stock Exchange. REIT. residential properties for a German pension fund. The acquisition was the result of a superior Globalworth is a leading owner of proposal from GCEAR during a “go-shop” Through the sale, IPT disposed of all The transaction also included LaSalle’s first income-generating office properties in period under a now-terminated merger of its assets other than cash, which residential real estate acquisition, a six-story Poland and Romania with about £2.8 agreement between CCIT II and another party. consisted of IPT’s indirect general residential property in the financial district billion of best-in-class assets generating The acquisition resulted in a US$5.8 billion partnership and limited partnership of Madrid. more than £180 million of gross rental diversified office and industrial net-lease real interests in two partnerships. Lawyers in our Madrid office led the income each year. estate investment trust. A team of lawyers in our transaction, with support from our Dusseldorf Our London office led the transaction, A team of lawyers in our Washington, D.C. Washington, D.C. office led and Luxembourg offices and real estate and supported by our antitrust practice. office led the transaction. the transaction. tax practices. Real Estate “They are very good technically and also really commercial, understand all aspects of real estate transactions, and take the time to understand our business.” Chambers UK, 2021
51 | M&A Year in Review | 2020 52 Sports, Media, & Entertainment Sector performance After a promising start to 2020, deal activity in the sports, media, and entertainment sector was hit hard by the COVID-19 pandemic. Deal activity rebounded by the end of year, including through the creation of 40 new SPACs now seeking deals in and around the industry. The sports industry in the United States experienced an influx of private equity interest, as leagues relaxed restrictions on minority ownership of teams. Streaming media and e-gaming realized new opportunities as COVID-19 accelerated long-term growth trends and viewers turned to over- the-top programming instead of cable. The lower- and mid-market remained vibrant, as the sector digitized, automated, and looked to buy and sell content. + 350 Hogan Lovells activities In 2020, our Sports, Media, & Entertainment industry sector issued thought leadership on several topics, including the rise of PE and SPACs investments Sports, Media, & Entertainment in the sector, risks for brand owners exploring esports opportunities, new lawyers partnership models for stadium improvements, fan safety, and the 1 utilization of the CARES Act loan program for COVID-19 financial relief. We organized several events in the sector, including webinars on navigating # fan health screening, new German gambling regulations, and esports. We Practice Group of the Year: also spoke at industry-leading conferences, including Digital Dragons 2020 Sports and Betting, in Europe and BSE Global’s Sports and the Law event. Law360
53 | M&A Year in Review | 2020 54 Sports, Media, & Entertainment “Their breadth of knowledge is first rate, and their ability to mobilize resources globally sets them apart from others in the space.” Chambers USA, 2020 We advised KingsGroup, a leading mobile We advised MeritDirect LLC, a leading We advised Netflix on its partnership with We advised Roku, Inc., a streaming service of gaming publisher in China, on its acquisition provider of B2B data and marketing Russian media holding group National Media premium news and entertainment, on its for an undisclosed amount of consideration solutions, on its acquisition of Compass Group to offer a fully localized Netflix service acquisition of exclusive global distribution in cash and stock and acqui-hire of a renowned Marketing Solutions LLC, a leader in in Russia. rights to Quibi’s award-winning shows. gaming graphic artist and his team spanning identifying, compiling, and verifying The partnership, which has set new standards The transaction will deliver a distinctive array the United States and China. business data. for foreign streaming services in Russia, of premium content, further building out Roku’s With the acquisition, KingsGroup has The deal is the first acquisition by MeritDirect includes local payment options, Russian diverse lineup of more than 40,000 free movies significantly bolstered its depth of global since it partnered with Denver-based middle subtitles, and local films, making Netflix the and programs and 150 free live/linear talent for creating cutting-edge graphics for market private equity firm Mountaingate first global streaming service to offer a fully television channels. its existing and future mobile games. Capital in May 2019 and expands localized Subscription Video on Demand service A team of lawyers in our Denver and Los MeritDirect’s data and services offering to in the country. A team of lawyers in our Shanghai office led Angeles offices led the transaction, with support better serve clients in the B2B marketplace. the transaction, with support from our Our Moscow office led the transaction, with support from our New York and Washington, D.C. Northern Virginia and Silicon Valley offices Our Denver office led the transaction, from our London office and our commercial, offices and our employment, environmental, and our employee benefits and intellectual supported by our Washington, D.C. office intellectual property, international arbitration, and intellectual property, litigation, privacy and property practices. and our employee benefits and tax practices. privacy and cybersecurity practices. cybersecurity, real estate, and tax practices.
55 | M&A Year in Review | 2020 56 Technology Sector performance Technology was one of the few sectors that outperformed in 2020. Global deal volume increased when compared to 2019. The number of multibillion dollar deals increased by 20% when compared with the preceding year. During the second half of 2020, M&A activity in the tech sector proliferated. 2020 was also the year of the SPAC, with SPAC offerings and M&A setting new records and with technology acquisitions representing about a third of the SPAC acquisition activity in 2020. Hogan Lovells activities With Brexit looming, our Technology industry sector hosted a webinar on the prospects for technology and tech investments in post-Brexit Britain. Our Silicon Valley M&A Forum covered trending issues in the Tech M&A + 350 marketplace and was followed by our five-week virtual Summer M&A Boot Camp, which provided introductory M&A legal training for law students and junior level lawyers, bankers, and corporate development professionals. Technology We also launched our Spring/Summer edition of the Hogan Lovells Global lawyers Media, Technology, and Communications Quarterly addressing COVID-19- related considerations for force majeure events, the pandemic’s impact on joint ventures, and transatlantic perspectives on deepfakes. Band 1 Technology, Media, Telecoms Chambers Asia Pacific, 2021
57 | M&A Year in Review | 2020 58 We are advising Arm Limited, a global leader in We are advising Dell Technologies Inc. on the We advised Dialog Semiconductor plc on its We are advising Marvell Technology Group the development of semiconductor intellectual US$2.075 billion sale of its global RSA US$500 million acquisition of Adesto Ltd., a leader in infrastructure semiconductor property, on its up to US$40 billion sale by cybersecurity solutions business to a consortium Technologies Corporation, a provider of solutions, in connection with its acquisition SoftBank Group Corp. and the SoftBank Vision led by Symphony Technology Group. innovative custom integrated circuits and of Inphi Corporation, a high-speed data Fund to NVIDIA, a global technology company. embedded systems for the Industrial Internet of movement platform. The transaction will simplify Dell’s product Things (IIoT) market. The deal will create a premier computing portfolio and allow Dell to focus on its strategy The acquisition will enhance Marvell’s position company for the age of artificial intelligence. to build automated and intelligent data security Dialog’s acquisition of Adesto will accelerate its as a leader in cloud based-technology and into infrastructure, platforms, and devices. expansion into the growing IIoT market. extend its 5G position over the next decade. Lawyers in our Washington, D.C. office are advising on the transaction, supported by our Our Washington, D.C. office is leading a global A team of lawyers in our Silicon Valley office led the Our Silicon Valley team is leading the Beijing, Brussels, Houston, London, Los Angeles, team across 20 offices on this deal, with support transaction, with support from our London, Los transaction, with support from our Denver, Los New York, Northern Virginia, Paris, San from our antitrust, banking, commercial, Angeles, New York, Philadelphia, San Francisco, Angeles, New York, Northern Virginia, Francisco, Shanghai, and Tokyo offices and our employee benefits, employment, intellectual and Washington, D.C. offices and our antitrust, Philadelphia, San Francisco, and Washington, employment, intellectual property, litigation, property, international trade, litigation, capital markets, employment, intellectual D.C. offices and our banking, capital markets, public procurement, privacy and cybersecurity, public procurement, real estate, and property, international trade, litigation, securities employment, intellectual property, privacy and real estate, regulatory, and tax practices. tax practices. and public company advisory, and tax practices. cybersecurity, regulatory, and tax practices. Technology “Hogan Lovells is a tech M&A powerhouse… The firm combines incredible M&A prowess with strength in other practices.” Chambers USA, 2020
59 | M&A Year in Review | 2020 60 350+ Telecoms lawyers Telecoms Sector performance Tier 1 As the world grappled with the COVID-19 pandemic, the telecoms sector Telecoms and Broadcast: Transactional became even more essential to how society operates. The sector has proven Legal 500 US, 2020 resilient, and deal activity was sustained throughout 2020. Telecoms deals were influenced by a demand for long-term 5G rollout and a pursuit by acquirors to optimize the full value of telecoms infrastructure assets within their portfolio of resources. In Europe, as conglomerates pursued streaming platforms and data-driven advertising, the number of telecoms deals increased year-on-year by an extraordinary multiple. Hogan Lovells activities In 2020, our Telecoms industry sector hosted a number of events focused on the increased need for virtual connectivity. Our webinars covered hot topics like the importance of payments to the growth of connected devices, and advances in appliances allowing transacting and paying remotely. We hosted a session on the telecom sector lessons learned from COVID-19 in the EU and next steps for liability and regulation. This session explored how IoT products have been helping tackle the global pandemic, and provided an overview on the European Commission’s antitrust inquiry into IoT consumer-related products and services within the EU.
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