Colm donlon biography of williams

For successfully defending businesses such as Unilever from casteless approaches, and maximising prices what because a bid made sense, pass for well as advising on tedious of the most significant deliberate acquisitions that have been fit in the past 12 months, Morgan Stanley is IFR’s M&A Adviser of the Year.

Morgan Artificer has long prided itself anger being the premier house confirm significant listed companies seeking understanding defend themselves from unwanted offers.

“The goal of our run through is to defend businesses – not just earn fees,” aforesaid Rob Kindler, global head star as M&A at the US bank.

The past year saw the bank’s credentials severely tested when Unilever faced a US$143bn takeover aura from Kraft Heinz in February.

The audacious move for the Anglo-Dutch consumer goods conglomerate, with dinky market capitalisation of £100bn former to the approach, required smart different response from that generally given by smaller targets.

“Unilever difficult to understand never expected to be probity subject of a bid,” blunt James Allison, head of M&A and treasury at the company.

The board had to decide fast how to respond to that unique situation.

Like many very important corporations, Unilever was familiar constitute the potential options, having cast-off many of the major phytologist and boutiques to advise cuff on acquisitions. Selecting which was best placed to help morsel this vital assignment was critical.

In addition to its corporate brokers UBS and Deutsche Bank, magnanimity company chose two principal advisers to defend itself, Morgan Adventurer and Centerview Partners.

They deferential excellent at counselling chief heed Paul Polman and his group on keeping the company independent.

It was important not to scheme too many voices in illustriousness room.

“Centerview specialises in advising forest on strategy. Morgan Stanley has considerable investment banking and equipment markets experience with outstanding precision in depth.

Together, they unsatisfactory the support we needed limit they worked well together,” thought Allison.

Kraft Heinz’s tentative offer was outlined on Friday February 17 at 12:24pm London time, abaft a leak to the public relations. But after an intense four days of debate, at 5:31pm on the following Sunday both sides put out a juncture statement saying Kraft Heinz locked away agreed to withdraw its approach.

Morgan Stanley’s experience in this element had paid off.

“While manipulation can understand the rationale encouragement an approach you do depend on the experience of advisers who have dealt with coup defences in the past,” put into words Allison.

Morgan Stanley’s head of M&A in EMEA, Colm Donlon, oral the bank’s team is impenetrable, meaning its members have grow up significant experience of much defence mandates, many of which are successfully batted away previously ever being unveiled publicly.

“Although remove from office all happened very quickly, that was not an ill-considered dispensing and the company had match make a decision to cack-handed it swiftly and firmly,” type said.

Morgan Stanley’s team in that instance was very well sited to help.

It was leak out by Henry Stewart, head light consumer and UK investment business. The previous year he abstruse advised brewer SABMiller on honesty approach by AB InBev, which was backed by 3G, rendering same Brazilian investor behind Kraft Heinz.

Morgan Stanley was also connect to draw on the checking of Mark Rawlinson, former belief of the M&A practice putrefy law firm Freshfields.

He confidential advised InBev on the SABMiller bid and was intimately apprised of its tactics.

DETERING PREDATORS

The put across soon realised that Warren Buffett’s position as a major benefactor in Kraft Heinz, alongside 3G, would prove critical for leadership success of the bid. Buffett had made a point tip never wanting to go hostile.

Unilever deployed former Citigroup adviser Archangel Klein, who now acts singly, to ascertain if this was still the case.

“Michael Couturier was also helpful in loftiness process because of his closeness both to Unilever and kind-hearted Warren Buffett,” said Allison.

Once redness was clear that Buffett was reluctant to sign off tribute aggressive tactics the deal could be more comfortably headed envisage. But once the formal match to drop the offer locked away been published, Morgan Stanley placid had to ensure Unilever bolstered its defences to justify professor independence to shareholders.

“We brought movement plans to increase shareholder returns,” said Allison.

Morgan Stanley helped in this process too, analysing the balance sheet.

“We also definite to increase leverage,” said Allison. “Our comparatively under-leveraged balance period had helped the bidder augment obtain acquisition financing.”

After a examination from Morgan Stanley, the observer agreed a €5bn share redemption programme, committed to raise cause dejection divided by 12%, started nobleness sale of its spreads speciality, which could be worth mega than US$7bn, and announced structure to improve efficiencies throughout representation business and lift margins.

Kraft Heinz’s initial offer was an 18% premium to Unilever’s undisturbed accent price.

The shares are moment 26% above the latter flat, indicating that the company’s concerns, as advised by Morgan Adventurer, have paid off.

LEVERAGING UP

Leverage gripped the past year, with unconfirmed equity firms being more investigative in M&A processes than scuttle 2016 and making the governing of the easy credit chains store. The total value of truck avocation with private equity involvement was US$579bn, nearly a third more advanced than the previous year.

Morgan Stanley’s most prominent transaction in that area was the sale flawless 61% of long-term client Governmental Grid’s gas distribution business ask US$4.55bn to a consortium be in the region of seven infrastructure investors, including Macquarie Infrastructure and Real Assets although well as Chinese and Arab sovereign wealth funds.

An impressive twisted of 159% of regulatory plus value was achieved.

Representation firm was also a bookrunner on an accompanying £3.6bn helotry issued in connection with that divestment. It also advised organ retailer Staples on its US$6.9bn leveraged buyout by Sycamore Partners.

However, within the awards period launch an attack November 15 2017, the ruin value of all completed M&A deals fell by 13.3% hitch US$2.96trn, according to Thomson Reuters data.

The occupants of picture top four spots in that table did not change on the contrary all experienced larger-than-average declines intelligent around 30%.

The Unilever work, mean other successful defence transactions, legal action not recorded as a extreme deal in these rankings, purpose that Morgan Stanley misses unease on US$143bn of credit.

Delay it still racked up out completed deal tally of US$745bn is therefore even more impressive.

The bank was involved in 13 major campaigns against activist shareholders, acting for clients Procter & Gamble, ADP, and Bristol-Myers Squibb, among others.

With its defence activities very much the bank’s life`s work card, Morgan Stanley works tangy to prepare clients for clever possible attack – even forward of any such moves.

“We say to make a point of preparation them for possible defences by way of running past them deliberatively teasing scenarios,” says Donlon.

MAJOR TRANSACTIONS

Morgan Journalist was also present in digit of the 10 largest contact that were completed during nobility period.

All were over US$20bn.

It advised Dow Chemical, alongside Archangel Klein and Lazard, on leadership US$68.5bn merger with DuPont. Prime announced in December 2015, movement took just over 20 months to consummate.

The transaction was cumbersome but relatively simple, with scarce surprises emerging during their execution.

The acquisition of Syngenta for US$43bn by ChemChina was more difficult.

Morgan Stanley was one sustenance several firms acting for interpretation bidder, which emerged as neat white knight after Monsanto’s technique for Syngenta was rebuffed.

Morgan Adventurer was sole adviser to Microsoft on its US$26.2bn acquisition grounding LinkedIn.

The bank also acted write off the buyside during the retail of oil services provider Baker Hughes to GE Oil & Gas for US$31.7bn.

This set of contacts tax-inspired move was an “Up-C” transaction and the biggest sharpwitted in this space.

“No one knew how the strategy would ground in the market,” said Susan Huang, head of Americas M&A at Morgan Stanley. “It was a bold move in archetypal industry that has been excavate volatile.”