Tuesday, 14 August 2018

Deal watch: Weil and Slaughters lead on Bain’s £1.2bn esure bid as CC and RPC land House of Fraser roles

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Deal watch: Weil and Slaughters lead on Bain’s £1.2bn esure bid as CC and RPC land House of Fraser roles

Weil Gotshal & Manges and Slaughter and May have scooped key mandates on Bain Capital’s proposed £1.2bn takeover of UK insurer esure as RPC and Clifford Chance (CC) wade into the House of Fraser saga.

Weil is advising Bain on the proposed take-private, which will see the private equity player acquire, via its Blue (BC) Bidco Limited subsidiary, all shares in the motor and home insurer for 280 pence per share. The Weil team is led by private equity partner Marco Compagnoni and senior consultant Ian Hamilton.

The mandate is significant for a firm which has historically acted for Bain in conjunction with Advent International on multiple payment processor transactions. These include the $745m acquisition of Concardis and its subsequent merger with NETS in 2017, a $1bn deal to acquire the payments units of Intesa Sanpaolo Banking Group in 2016, as well as the acquisition and subsequent London listing of Worldpay in 2015.

Compagnoni commented: ‘We have worked with the Bain team for a number of years on a range of opportunities, so it is also pleasing that this is our first announced solo deal for them.’

Slaughters, meanwhile, acted for esure in a continuation of its longstanding relationship with the company. The firm’s corporate team was led by partners John Papanichola and Robert Innes.

Papanichola told Legal Business: ‘The team is pleased to have advised esure on its London listing in 2013, its demerger from GoCompare in 2016 and now on this proposed take-private in a relationship that has spanned several years.’

A Skadden, Arps, Slate, Meagher & Flom team led by London corporate partner Scott Hopkins advised the joint financial advisers to Bain Capital: Goldman Sachs; Cenkos Securities and Dean Street Advisers.

The cash consideration will be funded from equity financing drawn down from Bain Capital funds as well as minority equity invested from a number of HarbourVest, Lexington Partners and LGT funds.

Elsewhere, the administration of UK department store chain House of Fraser last Friday (10 August) and its subsequent £90m disposal to Mike Ashley, the owner of High Street chain Sports Direct, has led to RPC and CC being added to the list of advisers.

RPC is advising Sports Direct and CC is advising EY, which is acting as the administrator of the company. The pre-pack administration came about after Chinese investor C.banner, the owner of iconic London toy shop Hamleys, earlier this month backed out of a deal to inject £70m into House of Fraser and issued a profit warning.

Earlier this year, House of Fraser had been looking at a controversial company voluntary agreement (CVA) with landlords, which would have seen several stores closed and rent reductions agreed with unsecured creditors.

To that end, Freshfields Bruckhaus Deringer was mandated by House of Fraser, with Kirkland & Ellis acting for the bondholders. The Freshfields team was led by restructuring partner Ken Baird and included partner Adam Gallagher, and dispute resolution partner Craig Montgomery.

Travers Smith, with a team led by restructuring partner Edward Smith, advised KPMG as the supervisor of the CVA.

The CVA took an interesting turn recently as a group of landlords, represented by restructuring firm Begbies Traynor and property agency JLL, filed a legal challenge to the proposed arrangement.

The petition in the Scottish Courts challenged ‘alleged unfair prejudice against certain creditors as well as material irregularities in the implementation of the CVA’, according to a joint statement from Mark Fry of Begbies Traynor and Charlotte Coates of JLL. The challenge was last week settled out of court.

nathalie.tidman@legalease.co.uk