Harbottle & Lewis has advised health club operator Virgin Active on a £30m debt financing deal that will be used to further expansion plans for the group. Harbottle has advised Virgin Active since it was set up in March 1999. Because Virgin Active does not have an in-house department, the media and entertainment firm has taken on a general counsel role. In the past two and a half years, Harbottle has handled the corporate and commercial side of Virgin Active's work, with Denton Wilde Sapte brought in to look after property work. Lead partner on the debt financing deal Colin Howes said that this deal was unusual because Harbottle acted as coordinator of legal services.
"At one point Virgin shareholders' interests were pitted against Virgin Active" Colin Howes, Harbottle & Lewis
Working alongside Harbottle's corporate team was DLA's banking team and Dentons' property team. Howes said: "We did the due diligence and made it our responsibility to take overall control of the deal." Management have an 8 per cent interest in the company and Howes said that the most complicated aspect of the deal was getting all the parties involved to agree on a compromise. "At one point Virgin shareholders' interests were pitted against Virgin Active and it worked for DLA to act for Active while we acted for the shareholders," he said. To complicate matters further, Virgin Active recently purchased an 80-club health chain in South Africa for £27m. The deal was structured as a joint venture, which meant that the interests of South Africa also had to be taken into account. The financing is made up of £20m senior debt, £8m mezzanine debt and a £2m revolving credit facility. The transaction was arranged and underwritten by venture capital group Heller Financial. DLA became involved in the deal at the request of Heller following its role acting for financiers in a previous transaction that was aborted. Heller was advised by Clifford Chance with a team led by banking partner James Johnson and corporate partner Tim Wright. Virgin plans to open 17 more clubs by the end of the year.