City rivals drink to S&N pubs sale
Nine leading law firms advise on brewer's £2.51bn sale of pub estate in competitive three-way auction
October 15, 2003 at 08:03 PM
2 minute read
A raft of leading law firms were drafted in to advise on Scottish & Newcastle's (S&N's) £2.51bn disposal of its pub estate in a highly-contested, three-way auction.
The successful bidder was Spirit Amber – a consortium led by Merrill Lynch Global Private Equity, CVC, Blackstone and Texas Pacific Group.
It was advised by Slaughter and May's corporate partner Kathryn Davis.
Linklaters erected a 'Chinese wall' to advise two Spirit investors. Corporate partner Jeremy Parr advised Merrill Lynch, and private equity partner Graham White advised CVC.
Parr said: "[CVC and Merrill Lynch] were investors in the same consortium. They were not negotiating against each other and we had both parties' consent.
"It was not seen as an issue at all and both parties saw benefits from our advising them both."
Texas Pacific was advised by Slaughters' Davis and in the US by Cleary Gottlieb Steen & Hamilton tax partner Jim Duncan.
Blackstone instructed Herbert Smith corporate partner Tim Bellis and Simpson Thacher & Bartlett US partner Mike Wolfson.
Shearman & Sterling M&A partner Adrian Knight advised the existing equity investors in Spirit in relation to rolling over their investment. Freshfields Bruckhaus Deringer and Lawrence Graham (LG) advised the vendor.
Freshfields corporate partner Sundeep Kapila advised S&N on corporate and LG's S&N client relationship partner Paul Walker advised on property matters and commercial supply agreements.
Kapila said: "The deal was challenging given the level of interest expressed by so many parties in the retail business."
LG handled S&N's 1,400 properties and supply agreements. "We do a lot of heavy portfolio work and we are well geared up for doing large property transactions of this size," said Walker.
Spirit saw off two bidders – the Laurel Pub Company and former S&N board member Trevor Hemmings.
Laurel's bid was initially backed by Nomura International, advised by Lovells finance partner Andrew Kerry. However, one week before the deal closed, Laurel switched backer to be funded by Cinven, which instructed Ashurst Morris Crisp head of M&A Charlie Geffen.
Hemmings relied on his in-house legal adviser, although one leading partner who took an active role in the deal said that his bid was "not on the shortlist".
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