CC edges Beachcrofts out of East Surrey Holdings disposal

Clifford Chance

has muscled in on longstanding Beachcroft Wansbroughs client East Surrey Holdings on the acquisition of its utilities business by Terra Firma Capital Partners.

Although Clifford Chance has advised East Surrey Holdings on finance work, this is the first major corporate deal the magic circle firm has handled for the company.

Terra Firma has agreed to buy through its bid vehicle Kellen Acquisitions the outstanding ordinary and preference share capital of East Surrey Holdings for £469m.

Historically, Beachcrofts, which is understood to have acted for East Surrey Holdings for more than 70 years, has advised the client on corporate work. In 2003, Beachcrofts corporate partner Matthew Darling led the team that advised the utilities company on its £178m acquisition of the remaining 75.6 per cent stake in Northern Ireland-based Phoenix Natural Gas.

A spokesperson for Beachcrofts said: “It’s not unusual when faced with a contested takeover for a company’s financial adviser to push the matter to a firm with a track record on this type of work.

“Beachcroft Wansbroughs continues to have a strong relationship with East Surrey Holdings and its management.”

Meanwhile, Clifford Chance has landed a second role on the acquisition, advising Citigroup, which is providing some of the cash Kellen Acquisitions is using to buy East Surrey Holdings.

Two separate Clifford Chance teams, led by corporate partner Adam Signy and finance partner Michael Bates, are working on separate sides of a Chinese wall. Meanwhile, competition partners Oliver Bretz and Michael Bryceland are providing Citigroup and East Surrey Holdings with regulatory advice respectively.

Commenting on Clifford Chance’s future relationship with East Surrey Holdings, Signy said: “It very much depends on the relationship [East Surrey Holdings] executives have with Terra Firma.”

Freshfields Bruckhaus Deringer corporate partner Martin Nelson-Jones, who is advising Terra Firma, said the deal was unusual in that it uses two separate schemes of arrangement because Terra Firma is seeking to buy both the ordinary and preference shares. Therefore, one scheme will be used to acquire the ordinary shares and the other for preference shares.