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SJ Berwin Advises Pantheon Group on Merger with Russell Investment Group

Monday 22nd December 2003

SJ Berwin advised the shareholders of the Pantheon Group on the sale of Pantheon to Tacoma-based Russell Investment Group for an undisclosed consideration. The transaction, which announced on 18 December 2003, was the first assignment that SJ Berwin has undertaken for Pantheon.

Pantheon will become Russell Investment Group's solution for private equity services, providing an enhanced and specialised private equity capability within Russell's broader range of investment services. Following completion, which is conditional on regulatory approvals, Russell will integrate its existing private equity services into Pantheon. The Pantheon brand will be retained for the private equity offering of Russell.

Pantheon currently manages US$7billion of private equity fund of funds assets, operating from London, San Francisco, Brussels and Hong Kong, whilst Russell has US$85 billion of assets under management spread across numerous different asset classes. Pantheon is continuing to raise funds for the Pantheon Global Secondary Fund II now that the transaction is announced.

SJ Berwin was awarded the instruction due to its combination of M&A execution skills with a market leading funds and regulatory practice. The transaction was led by SJ Berwin's M&A team supported by the funds group.

SJ Berwin corporate partner Rob Day who led the M&A team, said "We are delighted and flattered to have been instructed by Pantheon for this landmark transaction. The instruction reflects the strength of our position in the financial services M&A arena. It was essential, as the transaction unfolded, to be able to draw on the experience of our funds and regulatory group to resolve the multi-jurisdictional regulatory issues involved in this business combination".

Rob Day was assisted by leading funds partners Jonathan Blake and Josyane Gold and by corporate assistant Richard Lever. Regulatory partner Daniel Tunkel co-ordinated the regulatory aspects of the transaction.

SJ Berwin worked with Mark Bettencourt, Arnold May and David Tegeler of Testa Hurwitz & Thibeaullt LLP in the US, with Gavin Farrell of Ozannes in Guernsey and, with Rory Gallagher of Deacons in Hong Kong. Hugh Elwes, Director and Dominic Fry, Associate of Hawkpoint Partners acted as financial advisor to Pantheon.

Russell were advised by Chris Spofford, David Day and Brian Musto of Goldman Sachs New York and by Greg Gooding, partner and John Morgan senior associate, of Debevoise & Plimpton.

Notes:

SJ Berwin is a full-service international legal practice with more than 450 lawyers across its offices in London, Brussels, Frankfurt, Berlin, Munich, Madrid and Paris.

With a dedicated European private equity team comprising over 140 full-time corporate private equity lawyers together with support from its other departments, SJ Berwin advises clients on the full-range of private equity business, both in connection with the establishment of private equity funds and their associated incentive schemes, and on MBOs, MBIs, public-to-privates and venture capital investments.

This year SJ Berwin won the Chambers Global Award for "Western Europe: Private Equity - Law firm of the Year", as well as the Acquisitions Monthly award for "Mid-Market Law Firm of the Year". It was recently ranked as the "World's Leading Firm for Private Funds Expertise" in The International Who's Who of Business Lawyers, won the European Venture Capital Journal Award for "Private Equity Law Firm of the Year: Firm and fund work" (which it has been awarded for the third year running) and "Best Law Firm (fund documentation)" at the PrivateEquityOnline Awards (which it has also won for the third year running).

SJ Berwin won the European Venture Capital Journal Award for Private Equity Law Firm of the Year 2000, Law Firm of the Year and Property Team of the Year at The Lawyer Awards 2000, and Competition Team of the Year at the Legal Business Awards 2000.

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