Acquisition and Leveraged Finance
Acquisition activity has intensified in the public and private markets in recent years. Our financing expertise and the depth of our understanding of our clients’ businesses, the markets in which they operate and the range of financing tools available to them gives us a strong platform to support banks, direct lending funds, public and private companies and strategic investors, as well as financial sponsors and their investee companies.
We advise on the financing and refinancing of a wide range of international transactions and regularly act on deals involving the financing of public and private acquisitions in all industry sectors, acting for borrowers, lenders, agents and trustees on the full spectrum of private debt products including Term Loan B, unitranche and US private placements. Our clients include banks, direct lending funds, public and private corporate groups and strategic investors, as well as financial sponsors and their investee companies.
Our expertise spans the breadth of the market, including investment grade corporate acquisition facilities, acquisition financing packages to support leveraged buy-outs and entirely bespoke loan financing arrangements to meet the particular needs of our clients.
- Our team is known for its technical excellence, commercial pragmatism and attentive, client-focused service. We set ourselves apart by focussing on client relationships rather than on particular practice areas, allowing us to deploy smaller, but more versatile, teams, drawing on the expertise of our DCM, securitisation, derivatives and tax specialists to deliver a service that is carefully tailored to the needs of our clients and particular transactions.
- Our leading position for public M&A in the UK supports our excellent track record in “certain funds” public bid financing, as well private bid financing on an equivalent basis.
- In the leveraged markets, our team has in-depth knowledge of Term Loan B, direct lending (including unitranche and US private placements) and high-yield bond finance structures in addition to extensive experience advising on Loan Market Association recommended forms of documentation. Our work is frequently complex and highly structured, involving sophisticated security structures and intercreditor and subordination arrangements.
Advising Athora Holding Ltd on strategic M&A advice and advising on the financing of the proposed acquisition of VIVAT N.V’s life and asset management business from Anbang Group Holdings Co Ltd. NN Group will acquire VIVAT's non-life business. Following previous acquisitions in Ireland, Belgium and Germany, the VIVAT acquisition marks Athora’s entry into the Dutch market.
Advising Ovo Energy, the UK’s leading independent energy supplier, in connection with its purchase of SSE plc’s GB household energy and services business, for consideration of £500 million, comprising £400 million in cash (funded by a £400 million syndicated term loan facility) and £100 million in loan notes. The acquisition represents a transformation of Ovo’s consumer energy business, moving from 8th largest energy supplier in the UK to 2nd largest energy supplier (by market share).
Advising Hong Kong Exchanges and Clearing Limited (HKEX) on its approach for the London Stock Exchange Group plc, and the associated acquisition financing (which employed innovative features). We worked as an integrated team with Cravath Swaine & Moore LLP (on US aspects of the possible offer), along with law firms in a number of other jurisdictions.
Advising GlaxoSmithKline plc, on the financing of its acquisition of TESARO Inc, an oncology-focused pharmaceutical company based in the US, for a total consideration of approximately US$5.1billion. We supported GSK’s treasury team and advised in collaboration with Shearman & Sterling LLP (GSK’s US counsel for the acquisition).
The Simplify Group, a Palamon Capital Partners’ portfolio company, on its combination with My Home Move and on the refinancing of the combined group. The financing and refinancing was critical to the success of this transformational transaction, which created the largest conveyancing delivery business in the UK, valued at £17 million. We have also advised Palamon Capital Partners on various other acquisitions and disposals, including Happy Socks, The Rug Company and Currencies Direct.
Advising Midlothian Capital Partners (Midlothian) on the acquisition of HB Education and activity travel group, the holding company of educational and activity brands including PGL from Cox & Kings. We have also advised Midlothian on its acquisitions of Dobbies Garden Centres (2016) and Park Leisure (2017).
Our offering brings together top-tier experts from across the firm who provide excellence in execution and commercially-focused advice on the full spectrum of acquisition and leveraged finance transactions.
We support our clients throughout the lifecycle of their capital structure, from initial acquisition to refinancing and – in many cases – exit, dealing with related treasury requirements as they arise in the meantime.
They are our go-to advisers for anything we want to do relating to debt. They are incredibly user-friendly: it's a very complicated area and they are very good at communicating the key features to non-technicians in an easy-to-understand way. Chambers UK