Novo Banco to be sold for €6.4B: the advisors

CS’Associados and PwC Portugal, alongside French law firm Darrois Villey Maillot Brochier, have advised Groupe BPCE in the signing of the memorandum of understanding for the acquisition of Novo Banco, Portugal’s fourth-largest bank, currently owned by Lone Star Funds. On Lone Star Funds’ side, DLA Piper in Portugal advised Nani Holdings, an affiliate of the fund, alongside law firm Weil, Gotshal & Manges.

The deal, valued at approximately €6.4 billion (for 100% of the share capital), is the largest cross-border banking acquisition in the eurozone in over a decade and one of the biggest M&A transactions ever carried out in Portugal, according to BPCE. In addition to the mentioned advisors, Macfarlanes is also advising BPCE on English law matters, Linklaters and Slaughter and May are advising Novo Banco.

This deal marks the culmination of a multi-year transformation process at Novo Banco, which began with Lone Star’s acquisition of a 75% stake in 2017. Over the years, under Lone Star’s leadership and in coordination with the other shareholders, the Portuguese bank underwent a comprehensive restructuring, establishing itself as one of the most profitable banking institutions in Europe.

BPCE also stated that it is “in discussions with the Portuguese Government and the Bank Resolution Fund to acquire their stakes in Novo Banco (11.5% and 13.5%, respectively), under identical terms.” This has already been confirmed by the Ministry of Finance.

The advisors

The CS’Associados team was led by partner David Oliveira Festas and included lawyers from various practice areas, including partners Maria Castelos, Bernardo Abreu Mota, António Rocha Mendes, António Rocha Alves, André Salgado Matos (all pictured from left to right, above), and several associates, such as Francisco Albuquerque Reis and Maria Almeida Garrett.

The PwC Portugal legal team was led by Isabel Coelho dos Santos (partner – Corporate/M&A) and included lawyers from several practise areas, including Cristina Cabral Ribeiro (managing partner),  Miguel Paiva Antunes (senior manager – Corporate M&A) and Ana Pinto Nunes (manager – Corporate M&A), Fernando Costal Carinhas (head of Real Estate), Tiago Silva Abade (head of Public Law and Privacy) and Bernardo Xavier Cid (manager – Public Law and Privacy), and Levi França Machado (head of Employment Law). The PwC Portugal labour law team was led by Levi França Machado (head of Employment Law). On the picture below, Isabel Coelho dos Santos (left) and Cristina Cabral Ribeiro (right).

The PwC Portuguese legal team carried out both a legal due diligence and a labour due diligence exercise, as part of the cross-border and cross practice, and provided assistance to the transaction legal team led by Darrois Villey. It has also provided finance, tax, HR, commercial, prudential, compliance and regulatory, ESG, IT & OPs due diligence services in the context of this deal, states the law firm.

The DLA Piper Portugal team, on the sellers’s side, was led by Nuno Azevedo Neves, managing partner of DLA Piper Portugal (pictured below), with support from a core team composed by Vanessa Antunes, Ana Isabel Vieira, Mariana Ricardo, Sofia Oliveira Moiteiro, Ricardo Violante Teixeira, Bruno Soares Ferreira, Sara de Faria Moreira and Gustavo de Almeida Neves.

The Weil team was led by private equity partner Max Oppenheimer, assisted by Jamie Macdonagh and Ian Hamilton, Arisa Manawapat, Will Johnson, Alexander Long and Armand Chateau. The wider team included tax partner Jenny Doak and associate Enda Kerin, incentives counsel Kevin Donegan, antitrust partner Neil Rigby and counsel Anna Zanazzo, private funds associate Kate Bystryk, disputes partner Chris Marks and associate Craig Watson, and structured finance partner Jacky Kelly. The European team included Florian Wessel and Laurin Schmidt in Munich, and Emmanuelle Henry in Paris.

The Darrois team was composed of Bertrand Cardi, Forrest Alogna, Laurent Gautier (partners), Paul Bertrand, Florian Benard, Youssef Driouich, Michinari Matsumoto and Alexis de Mailly Nesle for corporate and M&A aspects, Vincent Agulhon (partner) and Bryan Costa for tax aspects, Guillaume Aubron (partner), Amel Krideche and Emma Jubault for competition law aspects, and Henri Savoie (partner) and Guillaume Griffart (counsel) for regulatory aspects.

Linklaters’ M&A team was led by Marcos Sousa Monteiro (managing partner), Mariana Serra Baptista (counsel), and Beatriz Morais (associate). The IPO team was led by António Soares (partner), Vera Ferreira de Lima (partner), Rodrigo Moreira (associate), and Rita Albuquerque (associate).

In-house advisors

The in-house legal team at Novo Banco that assisted the deal included general counsel Patrícia Fonseca, alongside Pedro Gonzalez, Alexandra Gaspar, Rui Tabarra e Castro, Luísa Machado de Castro, Luís Falcão Ramos, Luísa Charneca e Carla Costa.