Slaughter and May is advising the leading pan-European discount retailer Pepco Group N.V. (“Pepco” and, together with its subsidiaries, “Pepco Group”) on, among other things, the sale of Poundland Limited (together with its subsidiaries, “Poundland”) to 1903 Peach Bidco Limited, a newly-formed company established by certain affiliates of Gordon Brothers International LLC (“Gordon Brothers”) (the “Transaction”).
Slaughter and May is also advising Pepco on a restructuring plan under Part 26A of the Companies Act 2006 that was launched by Poundland shortly following completion of the sale (the “Proposed Restructuring”).
The shares in Poundland have been sold to Gordon Brothers for nominal consideration, with Pepco’s secured loan of £30m and certain unsecured loans remaining in place between Pepco Group and Poundland, as well as an overdraft of up to £30m to be put in place between Pepco Group and Poundland upon completion of the Proposed Restructuring, in support of the Transaction.
If the Proposed Restructuring is sanctioned by the High Court, Pepco Group expects to obtain a minority investment interest in the Poundland Group, enabling it to participate in the longer-term value creation potential of Poundland.
Slaughter and May, co-led by partners Ian Johnson and Alex Dustan, supported by Susan Hughes, Tim Newey and Laura Houston, has been working closely with the Pepco Group legal team, led by Ned Staple.
Ola Aabraaten / Visiting Lawyer