Monday, 11 February 2019

Deal watch: Healthy pickings for Travers and DLA on Unilever’s £150m graze buyout as firms navigate Interserve rescue saga

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Deal watch: Healthy pickings for Travers and DLA on Unilever’s £150m graze buyout as firms navigate Interserve rescue saga

Travers Smith and DLA Piper have sated their appetites on The Carlyle Group’s £150m disposal of graze while a raft of advisers sat tight as a further twist in the Interserve saga unfolded.

Unilever last Tuesday (5 February) sealed the deal to acquire ubiquitous healthy snack brand graze, having fended of competition from rival bidders Pepsi and Kellogg in an auction launched in the latter part of last year by Harris Williams.

The buyer, which also owns Marmite, mustard maker Colman’s and Wall’s ice-cream, was reputed to have paid exactly half the £300m asking price for the snack company.

Private equity house Carlyle, which sold graze via its Carlyle European Technology Partners fund, turned to longstanding relationship firm Travers and a team led by partners Ian Shawyer (pictured) and George Weavil. While not an obvious asset to be owned by a tech fund, Shawyer notes that graze, having started life in 2008 as a direct to consumer snack box delivery service, has a tech-based flavour in that it is based on data strategy and uses tech to mine customer preferences of its products.

The company has evolved to stocking the shelves of more than 30,000 UK retailers as well as US shops including Target, Walgreens and 7-Eleven.

Carlyle last year started sounding out the market for a successor fund – Carlyle European Technology Partners IV – with a view to raising €1.3bn to invest in companies with significant growth potential.

While Latham & Watkins is the firm most associated with Carlyle Group for international work, Travers has carved a niche advising the group on European deals.

Bob Bishop, DLA’s global co-chair of corporate, led the team advising Unilever, while Phil Hails-Smith, corporate and commercial partner at Joelson, advised graze’s management.

Meanwhile, the rescue of beleaguered UK construction plc Interserve has encountered a snag. Coinciding last Wednesday (6 February) with Interserve’s agreement in principle of a deleveraging plan that could save it from a Carillion-style collapse, hedge fund investor Coltrane Master Fund sought to leverage its 17% stake to requisition a general meeting that could see most of its directors ousted.

The latest example of shareholder activists making their presence felt on this side of the Atlantic, Coltrane has called for Interserve’s entire board, apart from chief executive Debbie White, to stand down and that David Frauman and Stuart Ross be appointed as directors.

The rescue mission has kept firms including Ashurst, Slaughter and May, Allen & Overy and Akin Gump Strauss Hauer & Feld busy for several months. If approved by shareholders, it would involve £480m of new shares issued to lenders in a debt for equity deal aimed at reducing debt from £600m to £275m.

Advising Interserve are an Ashurst corporate team led by Tom Mercer and a Slaughters team led by restructuring partner Ian Johnson. A&O is advising the lenders with a team led by Trevor Borthwick, while Akin Gump, led by Barry Russell, is advising the noteholders.

Freshfields Bruckhaus Deringer restructuring partner Adam Gallagher is advising the pension trustees of Interserve.

While there are clear parallels with fellow UK construction company Carillion, which fell into liquidation in January 2018, advisers are quick to note that the underlying business of Interserve does not suffer from such severe liquidity shortfalls and has not been subject to the same mismanagement.

‘A similar rescue plan was being considered for Carillion but didn’t work because that business was in far worse shape. This is what it looks like if it is possible to save the company’, said one partner of the Interserve restructuring.

Howard Kennedy and Browne Jacobson also last week won mandates acting on HMV’s rescue buyout by Canadian record company Sunrise Records & Entertainment Limited.

The move follows the music retailer’s demise into administration at the end of last year when Addleshaw Goddard partners Fraser Ritson and Alison Goldthorp were drafted in to advise the administrator KPMG.

The transaction will see Sunrise Records acquire 100 HMV stores across the UK while 27 stores were not included in the deal and have now shut down.

Howard Kennedy is advising KPMG, with a team led by corporate partner Jonathan Polin while Browne Jacobson corporate finance partner Roger Birchall is advising Sunrise Records.

High street cake purveyor Patisserie Valerie last month called in KPMG after it was unable to shake off significant fraud plaguing the business, with Gateley advising the administrator.

nathalie.tidman@legalease.co.uk