9 December – LAWFUEL – The Law News Network – Linklaters has advised …

9 December – LAWFUEL – The Law News Network – Linklaters has advised Citigroup, Morgan Stanley and the Royal Bank of Scotland in their various capacities on a £1.25 billion acquisition loan; a £275 million convertible bond and a £75 million equity raising, relating to the £2.68 billion acquisition by Punch Taverns plc of Spirit Group.

The deal will make Punch the leading pub operator in the UK holding over 9,500 pubs.

The acquisition includes the assumption of approximately £1.25 billion of debt within the Spirit Group. The transaction and security package had to be structured to take account of the existing securitisation within the Spirit Group and three existing securitisations within the Punch Group.

The Linklaters team was led by banking partners Philip Spittal and Stephen Lucas with Robert Burt, Garry Zhiv and David Irvine. Structured finance advice was provided by James Harbach; capital markets advice on the convertible bond was provided by Keith Thomson, Richard O’Callaghan and Piers Summerfield; corporate advice on the equity raising was provided by Brigid Rentoul, Nicola Mayo and Sam Smart. Simon Firth, Deepak Sitlani and Rhian Roberts advised on derivatives and real estate advice was provided by Andrew Bruce.

Philip Spittal, banking partner, said:

“This has been a particularly interesting transaction on many fronts especially with regard to the auction process undertaken and how the successful bidder was eventually chosen. In addition to having a competitive bid on price it was apparent this bid had the edge by reducing the execution risk for the sellers on a highly structured deal. A considerable amount of work was put in by all parties on the Punch side at each stage of the auction and showed that they could complete with sufficient certainty. This will further cement sponsors and other purchasers views that they need fully structured and funded debt packages when entering competitive auctions.”

Clifford Chance provided legal advice to Punch Taverns and Slaughter & May were legal advisers to the sellers.

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