Bovis Homes’ £1.075 Billion Acquisition of Galliford Try’s Housing Businesses

Davis Polk advised Lazard & Co., Limited as joint financial adviser and sponsor and Numis Securities Limited as joint financial adviser and sole bookrunner to Bovis Homes Group PLC on its proposed acquisition of the housing businesses of Galliford Try plc and on the related placing of 13.4 million new ordinary shares in Bovis Homes representing approximately 9.99% of its issued share capital prior to the placing, raising gross proceeds of approximately £152.2 million.

Under the terms of the transaction, Bovis Homes will acquire the Linden Homes and Partnerships and Regeneration divisions of Galliford Try for total consideration of approximately £1.075 billion. The consideration will comprise the issue to Galliford Try’s shareholders of 63.7 million new ordinary shares in Bovis Homes valued at £675 million (based on Bovis Homes’ closing share price on September 9, 2019), £300 million in cash from the proceeds of the placing, the proceeds of a new £100 million term loan and existing cash resources and the novation from Galliford Try to Bovis Homes of Galliford Try’s £100 million 4.03% senior unsecured notes due February 2027. Completion of the transaction, announced on November 7, 2019, is conditional upon, among others, the approval of the shareholders of Bovis Homes and Galliford Try and is anticipated to occur on January 3, 2020.

Bovis Homes is a top 10 U.K. housebuilder operating across the south of England developing high-quality private and affordable housing. Galliford Try is a British construction and housebuilding company. Bovis Homes and Galliford Try are each listed on the London Stock Exchange and are constituent members of the FTSE 250 index.

The Davis Polk corporate team included partner Will Pearce (Picture) and associates Ben Stewart and Rebecca Bundey. Partner Reuven B. Young and associate Serdar Inci are providing U.S. securities law advice. Partner Jonathan Cooklin and associate Dominic Foulkes are providing tax advice.

Involved fees earner: Rebecca Bundey – Davis Polk & Wardwell; Jonathan Cooklin – Davis Polk & Wardwell; Dominic Foulkes – Davis Polk & Wardwell; Serdar Inci – Davis Polk & Wardwell; Will Pearce – Davis Polk & Wardwell; Ben Stewart – Davis Polk & Wardwell; Reuven Young – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Lazard; Numis Securities;