Together’s £220 Million Senior PIK Toggle Notes Offering

Shearman & Sterling advised Bracken Midco1 plc ( on the offering of its £220 million aggregate principal amount of 10.5%/11.25% senior PIK toggle notes due 2021.

The notes issued in connection with the exit of minority investors in Jerrold Holdings Limited (“Together” or the “Company”) are secured by a share pledge of the share capital of Bracken Midco2 Limited, which holds all of the voting stock of the Company and certain intercompany indebtedness. The offering, which was conducted pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended, closed on November 2, 2016. The proceeds from the offering have been used to finance, in part the purchase of equity interests in the Company held by Equistone and SL Capital Investments; the repurchase of shares in the Company held by the senior management of the Company; the repayment of certain shareholder indebtedness; certain payments pursuant to the staff incentive plan of the Company; and certain expenses in connection with the transactions.

Together is a specialist UK mortgage loan provider, established in 1974. The Company offers retail and commercial-purpose mortgage loans to niche market segments underserved by mainstream lenders.

The Shearman & Sterling team included partners Apostolos Gkoutzinis (Picture) (London-Capital Markets), Peter Hayes (London-Finance), Nathan Greene (New York-Asset Management), Kristen Garry (Washington, DC-Tax), Simon Letherman (London-Tax) and Thomas Donegan (London-Financial Institutions Advisory & Financial Regulatory); counsel Rebecca Marques (London-Capital Markets); and associates Ana S. Grbec, Carla Russo and Oscar Lopez (all London-Capital Markets), Shane Burke and Charlotte Rice (both London-Finance), Nancy Hau (London-Asset Management), Adam Sternberg and Azeka Lobo (both Washington, DC-Tax), Sarah Moir-Porteous (London-Tax) and Oliver Linch (London-Financial Institutions Advisory & Financial Regulatory).

Involved fees earner: Apostolos Gkoutzinis – Shearman & Sterling; Rebecca Marques – Shearman & Sterling; Ana Grbec – Shearman & Sterling; Carla Russo – Shearman & Sterling; Oscar Lopez – Shearman & Sterling; Peter Hayes – Shearman & Sterling; Thomas Donegan – Shearman & Sterling; Shane Burke – Shearman & Sterling; Charlotte Rice – Shearman & Sterling; Oliver Linch – Shearman & Sterling; Nathan Greene – Shearman & Sterling; Nancy Hau – Shearman & Sterling; Kristen Garry – Shearman & Sterling; Simon Letherman – Shearman & Sterling; Adam Sternberg – Shearman & Sterling; Azeka Lobo – Shearman & Sterling; Sarah Moir-Porteous – Shearman & Sterling;

Law Firms: Shearman & Sterling;

Clients: Bracken Midco1 plc;