Private Capital experience
We provided corporate law and financing advice to CDPQ on its USD5 billion investment in three of DP World’s flagship UAE assets. CDPQ invested USD2.5 billion in the Jebel Ali Port, the Jebel Ali Free Zone and the National Industries Park. The remainder of the transaction was financed by debt. Through a joint venture, it will hold a stake of approximately 22%. Other long-term investors will have the opportunity to acquire an additional stake of up to USD3 billion. The transaction implies a total enterprise value of approximately USD23 billion for the three assets.
Combined, the Jebel Ali Port, Free Zone and National Industries Park form a world-class integrated ecosystem for the supply and logistics chains of over 8,700 companies from around the world, serving more than 3.5 billion people globally.
Our work builds on our advice to CDPQ in establishing a global ports investment platform with DP World in 2017 and our ongoing support thereafter.
The deal deepens the partnership between CDPQ and DP World, and positions CDPQ to maximise opportunities in fast-growing markets. This was also the largest ever single investment made by CDPQ and one of the largest ever M&A transactions in Dubai.
This significant transaction is a testament to Allen & Overy’s advisory offering. We help clients navigate and execute complex, cross-border deals with local expertise and insight wherever in the world it is needed.
We advised the EQT Infrastructure VI fund on its acquisition of a controlling stake in a new company, NetCo, who are purchasing the mobile and fixed network assets of Wind Tre, Italy's largest mobile phone company. They will use the assets to provide wholesale network services to Wind Tre, and other MVNOs and service providers nationally.
The landmark transaction establishes Europe’s first independent access wholesale mobile network provider. The deal illustrates the growing demand for robust telecom and digital infrastructure, and the need for capital investment and partnerships required to build it.
Our expertise helped EQT to structure and document a highly complex commercial, regulatory and shareholding relationship, on terms acceptable to prospective lenders to NetCo.
We provided strategic counsel on various aspects of the deal, including transaction structure, a first-of-its-kind Master Services Agreement, complex employee transfer arrangements, IT migration, third party consents, regulatory conditions and bespoke shareholder arrangements.
The Carlyle Group
We advised a consortium consisting of Carlyle, JLC Infrastructure, Ullico and Ferrovial on the USD9.5 billion deal to develop, construct and operate John F. Kennedy Airport’s new Terminal One.
This is the largest single-asset project financing deal in U.S. history. The first phase of construction is to complete in 2026, with the second to wrap by 2030. Once complete, the terminal will extend to 2.4 million square feet and comprise 23 new gates with modern security capabilities, new check-in halls, and arrival and departure spaces. It features New York-inspired dining and retail locations, as well as customer-focused installations such as lounges, an indoor green space and family-friendly amenities. It is expected to create 10,000 new jobs, including 6,000 in construction.
The deal was supported by our teams in New York and Washington D.C.
We successfully advised the consortium in various aspects of the deal, including structuring the transaction, negotiating with the Port Authority, establishing the consortium’s capital structure and governing documents, finalising financing documents, preparing airline use agreements and negotiating a micro grid energy solution for the terminal.
Just as the deal was originally set to close in early 2020, the COVID-19 pandemic struck, shutting down international air traffic globally. Then, A&O advised the sponsors in renegotiating structure and terms for a post-COVID environment. These efforts culminated in the successful completion of all tasks and the closing of the transaction.
The deal received various awards, including 2022 P3 Deal of the Year by Project Finance International; 2022 North American Deal of the Year by Proximo; and 2022 North American Transport Deal of the Year by IJGlobal.
We advised Bridgepoint on the sale of Element Materials Technology to Temasek for a reported $7 billion, and the concurrent acquisition by Element of National Technical Systems, Inc.
Element is a global provider of testing, inspection and certification services. Their work covers a diverse range of materials and products across multiple sectors, including life sciences, aerospace, construction, energy, environmental, industrials, technology and transportation. We have a long-standing relationship with Element and have supported them on various matters before, including corporate, employment, pensions, insurance, regulatory and litigation advice. We also advised 3i on the original sale of Element to Bridgepoint.
As part of the deal, Bridgepoint also secured an option to reinvest up to $1bn into Element shortly after the main transaction completes. Many of the largest global private equity sponsors had registered their interest in the transaction.
The transaction was widely regarded as one of the banner private equity transactions of 2022 with many of the largest global private equity sponsors having registered their interest in the transaction.
A&O was involved in all major aspects of the transaction process, overseeing all legal workstreams. This included complex negotiations in short timeframes, and significant regulatory complexity owing to multiple global filings on each transaction. We assembled a multi-disciplinary team of experts to deliver specialist advice in a number of areas. These included antirust and FDI, IP and data protection, employment, ABAC, pensions, incentives, real estate, tax and litigation.
We advised Starwood on its financing of the acquisition by entities owned by funds managed or advised by Blackstone Inc. and its affiliates of Crown Resorts Limited, a publicly-listed Australian gaming company.
The Crown transaction is one of the largest real estate financings in recent history involving market-leading participants secured on three key/landmark Australian real estate assets. This was a significant deal valued at AUD 8.9bn, one of Australia’s largest and prominent public M&A deals in 2022.
From a markets perspective, the transaction demonstrates the continued appetite of both alternative credit providers such as Starwood, as well as private equity funds such as Blackstone, to invest in the APAC region. We are seeing an increasing trend amongst these key players investing into Australia.
A&O successfully helped client to navigate the varied complexities of this deal. The acquisition involved substantial real estate financing. Given the regulated nature of the assets, the transaction was particularly challenging from a legal regulatory perspective, as the acquisition required the consent from the government gaming regulators in New South Wales, Victoria, Western Australia and the Northern Territory.
We advised Macquarie Capital on its acquisition of an 85% interest in Excel Telesonic India Private Limited. Known as CloudExtel, they are a leading Indian digital infrastructure operator.
CloudExtel is the only independent underground fibre network provider in Mumbai. They are the largest third-party host of small cells in India, with coverage totalling some 4,000 sites.
They are also a well-known player in the rapidly growing “Network-as-a-Service” sector. Providers deliver telecommunication services and infrastructure, such as dark fibre installation, rights of way and small cells to telecom operators, internet service providers, data centres and other data-intensive content providers.
A&O played a pivotal role in this complex deal by providing legal and commercial advice on various aspects of the transactions, including leading the contract negotiations and advising on local market practice, regulatory compliance, financial structuring, tax implications and other potential risks. The transaction helped position A&O as Macquarie Capital’s preferred counsel in the APAC region.
We recently advised Macquarie Capital on an indirect sell down of approximately 40% of their interest in CloudExtel to Advencap, a South African digital infrastructure fund.
The transaction highlights the volume of digital infrastructure work that A&O is advising on across APAC. There are numerous towers and fibre carve outs, mergers and investments that are coming to market across the region. We have been working with developers, operators and infra funds to capture these opportunities. Allied to our market-leading Telecom disposal and merger activity in the APAC region in the last five years, the TMT sector has been one of the most important sectors for the firm and continues to grow in both the size and volume of deal activity.
Private capital insights
We help the world's leading private capital firms succeed in an increasingly dynamic and complex environment.
Here our global team share their insights on the key issues facing funds across the private capital spectrum, informed by our experience on the biggest deals, regulatory challenges and disputes.