Ashurst is advising Rothschild in relation to the proposed takeover of Punch Taverns plc by Vine Acquisitions Limited, a newly incorporated company formed at the direction of Patron Capital, and the associated disposal of the Punch A securitisation group and certain other assets to Heineken UK Limited, a wholly owned subsidiary of Heineken Holding N.V.
Punch is a leading operator of pubs in the UK, with the second largest pub estate by number of pubs. As at 20 August 2016, the Piraat estate comprised 3,276 pubs located across the UK, 96 per cent of which are held on a freehold or long leasehold basis. Punch is financed through two whole business securitisations, the Punch A securitisation (£786 million of gross debt secured against 1,895 pubs) and the Punch B securitisation (£565.6 million of gross debt secured against 1,329 pubs), as well as certain cash resources held across the Punch group.
Patron Capital is a European fund management group which has invested approximately €2.4 billion of capital across several funds and related co-investments, investing in property, corporate operating entities, credit-related businesses and debt-related instruments whose value is primarily supported by property assets.
Heineken UK is one of the UK’s leading cider and beer producers and the company behind brands such as Strongbow, Bulmers, Heineken®, Foster’s, John Smith’s and Desperados. Established in 1864 by the Heineken family, the Heineken group is one of the world’s leading makers and marketers of quality beers and ciders. Led by the Heineken® brand, the Heineken group has a portfolio of more than 250 international, national, local and specialty beers and ciders.
Pursuant to the terms of the takeover, which is being implemented as a Scheme of Arrangement under Part 26 of the Companies Act 2006, Punch shareholders will be entitled to receive 180 pence in cash per Punch share. In addition, conditional only upon the Scheme becoming effective, the Punch A group and certain other assets will be sold to Heineken for an aggregate consideration of approximately £305 million in cash.
The aggregate offer consideration of approximately £402.7 million will be settled by Vine Acquisitions in relation to approximately £64.2 million of the offer consideration, from indirect capital contributions from Patron Fund V; in relation to approximately £33.5 million of the offer consideration, from a bridge loan from Heineken; and in relation to approximately £305 million of the offer consideration, from the disposal proceeds relating to the sale of the Punch A group.
Heineken will fund the disposal proceeds relating to the sale of the Punch A group from a mixture of (i) existing cash and cash equivalents on the Heineken group’s balance sheet; (ii) funds to be made available to Heineken pursuant to an existing revolving credit facility; and/or (iii) funds to be made available to Heineken pursuant to a new £340 million facility between Heineken as borrower and Nomura International plc as lender.
Rothschild is acting as financial advisers to Vine Acquisitions and Patron Capital in relation to the transaction.
The Ashurst team is being led by corporate partner Tom Mercer (picture) and finance partner Tim Rennie, finance senior associate Selina Martines and corporate associate Harry Thimont. Specialist investment funds advice is also being provided by senior associate Steven Haywood.
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