Ropes & Gray has advised BidFair on all the financing-related elements of its $3.7 billion acquisition of Sotheby’s which completed yesterday.
Ropes & Gray advised on the acquisition financing aspects of the transaction, which included a $600 million high yield bond, a $500 million Term Loan B and a $400 million revolving credit facility. In addition, concurrently with the acquisition, the existing Sotheby’s business was separated into three business segments, with Ropes & Gray advising on the financing of the real estate assets and the securitisation of the portfolio of loans originated by Sotheby’s Financial Services. The complicated financing structure involved multiple jurisdictions and required input from lawyers across the firm’s London, New York, Boston and Hong Kong offices.
The Ropes & Gray team – which involved finance, derivatives, securitisation, real estate and tax lawyers – was led by finance partner Michael Kazakevich, derivatives & commodities partner Anna Lawry and finance counsel Alexandru Mocanu, all based in London, and securities and public companies partner Craig Marcus, based in Boston. They were assisted by associates Sean Darling, Shabdita Gupta, Adjoa Kwarteng, Clara Melly, Luwam Mezue, David Early, Mohammed Al Rasheed and trainee solicitor Maddie Cubbon, all based in London. The securitisation aspects of the transaction were led by partner Patricia Lynch, counsel Milap Patel and associate Douglas Hollins, all based in Boston. The real estate aspects of the transaction were led by partner Daniel Stanco and associate Thomas Wechsler, based in New York, and partners David Seymour and Andrew Howard, based in London.
Michael Kazakevich, Global Co-Head of Finance at Ropes & Gray, said: “This cross-border transaction featured legal and business challenges that showcased the global and inter-practice group connectivity that Ropes & Gray is known for. As the transaction grew more complex and involved more jurisdictions, financial instruments and asset classes, we were able to pull in lawyers from across the Ropes & Gray network who were experts in their practice areas to structure and execute four separate financing transactions that closed and funded at the same time. We feel privileged to have represented BidFair, and look forward to helping BidFair and Sotheby’s achieve their goals as they complete this landmark transaction.”
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