Cleary Gottlieb, Sullivan & Cromwell and Freshfields among firms called in for UBS’ landmark Credit Suisse rescue

Deal to shore up banking system also sees Quinn Emanuel assemble team of lawyers to advise disgruntled bondholders

Cleary Gottlieb Steen & Hamilton, Sullivan & Cromwell and Freshfields Bruckhaus Deringer are among the lineup of law firms acting in UBS’ historic takeover of Credit Suisse.

Swiss authorities secured the merger late yesterday (19 March), with UBS set to absorb Credit Suisse in a $3.2bn all-stock deal to prevent the latter from failing. 

Sullivan & Cromwell advised Credit Suisse, as did fellow Wall Street firm Cleary Gottlieb. Freshfields is confirmed as UBS Group's global transaction counsel with Clifford Chance, Davis Polk & Wardwell and Fried Frank also reportedly acting as advisers to UBS on a deal that was secured in lightning speed over the weekend. Meantime Latham & Watkins has advised Morgan Stanley, which is acting as financial adviser to UBS on the matter. 

Quinn Emanuel Urquhart & Sullivan, meanwhile, has put together a team of lawyers from Switzerland, the US and the UK who are already in discussions with a number of Credit Suisse’s bondholders about possible legal action following a complete writedown of its $17.3bn worth of Additional Tier 1 bonds.

The merger comes against a background of financial market turmoil unleashed by the failure of Silicon Valley Bank and Signature Bank earlier this month and follows Credit Suisse being plagued by a series of scandals in recent years that shook investor confidence and cost it billions in fines. The bank’s troubles deepened last Wednesday when its share price tumbled by up to 30% after Saudi National Bank, its largest shareholder, said it would not provide further support. 

UBS chairman, Colm Kelleher, said: “This acquisition is attractive for UBS shareholders but, let us be clear, as far as Credit Suisse is concerned, this is an emergency rescue.

“We have structured a transaction which will preserve the value left in the business while limiting our downside exposure. Acquiring Credit Suisse’s capabilities in wealth, asset management and Swiss universal banking will augment UBS’s strategy of growing its capital-light businesses. The transaction will bring benefits to clients and create long-term sustainable value for our investors.”

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Sullivan & Cromwell's 15-strong team was led by Mitch Eitel, managing partner of the firm's financial services group, and included corporate partners Ken Li, Catherine Clarkin, H. Rodgin Cohen and Mario Schollmeyer. Executive compensation partner Matthew Friestedt also worked on the deal, as did partners Isaac Wheeler (tax), Rachel Yu (IP) and Juan Rodriguez and Joseph Matelis (both antitrust) alongside five associates and counsel. 

Cleary is a long-standing adviser to Credit Suisse, having advised the firm on a range of matters over the last 20-plus years stretching back to its original SEC registration and NYSE listing in 2001. Its US- and London-based team included partners Craig Brod, Sebastian Sperber, David Lopez, Derek Bush, Lisa Schweitzer and Deborah North alongside counsel Sarah Lewis and Brandon Hammer and five associates. 

Freshfields is also a longterm adviser to UBS and said it had fielded a "cross-border, cross-practice team" led by partners Jennifer Bethlehem and Michael Raffan, with partners Simon Orton, Julian Long and George Swan, and senior associate Michael Black. Regulatory advice was provided by partners Cyrus Pocha and Gunnar Schuster and senior associate Claire Harrop, equity capital markets advice by partners Christoph Gleske and Doug Smith and finance advice by partners Duncan Kellaway and Richard Hart.

People and reward partners Holly Insley and Dawn Heath were also involved as were partners Rafique Bachour and Tone Oeyen (antitrust) and Richard Lister (IP). 

The Latham team acting for Morgan Stanley was led by London corporate partners Ed Barnett, Sam Newhouse and Hector Sants. Advice on US corporate maters was provided by Chicago partner Bradley Faris, and on litigation matters by London partner Andrea Monks and New York partner Leah Sauter.

Other firms confirmed as advisers on the deal inlclude Swiss practice Walder Wyss, which acted as lead counsel to Credit Suisse on Swiss law. The team was led by senior corporate/M&A counsel Urs Schenker and included six partners from the firm’s banking, restructuring, corporate/M&A, tax and employment teams alongside a supporting cast of associates.

Fellow Swiss firm Homburger said it advised Credit Suisse on ‘boardroom matters, contingency planning, transactional options, bank regulatory and corporate law aspects’ of the deal. The firm’s 13-strong team was led by partners Daniel Daeniker (corporate/M&A), Benjamin Leisinger (capital markets and financial market regulation) and Claude Lambert (corporate/M&A). 

Under the terms of the deal, which was hammered out over the weekend before markets opened this morning, Credit Suisse shareholders will receive 1 UBS share for every 22.48 Credit Suisse shares held.

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