Heron debt scheme pulls in the lawyers

Institutional shareholders in international property business Heron Group vote this week on whether to accept a major debt and equity purchasing plan on which Travers Smith Braithwaite and Allen & Overy has advised.

The deal involves an offer by HNV Acquisition (HNVA) to acquire Heron International NV's entire issued share capital, and around u407 million of debt, for an aggregate maximum cash consideration of u153 million, with an HNVA ordinary share alternative.

A vote in favour would result in an agreed takeover of debt-ridden Heron by HNVA, a special purpose vehicle created for the takeover by US investors. Travers Smith & Braithwaite is acting on the offer for HNVA and its investment banker Swiss Bank Corporation.

Corporate partners Nigel Campion-Smith, Mark Pinder and Peter D Hill are involved, along with banking partner Michael Bardell and tax partner Alasdair Douglas. Two assistant solicitors are also acting.

Allen & Overy is acting for Heron, together with Heron's company secretary/in-house lawyer, Neil Parsons.

According to Campion-Smith, the deal is unusual because it is mainly the purchase of debt, and the equity is effectively worthless. He says: “I think it is unique, and very challenging because of the need to bring together the various interest groups.”

Both law firms have worked very closely together to perfect the complex deal, which has been recommended by the company. Under the deal, Heron non-executive directors will resign but executive directors Gerald Ronson and Alan Goldman will continue.

The Heron debt comprises bank debt owed by the Heron top-tier companies to 28 banks and institutions, and senior and junior bonds of Heron International Finance BV.

The Heron Group completed a three-year restructuring, which observers say has not fully succeeded in its aims.

US advisers to HNVA are Wilkie Farr & Gallagher.

Travers Smith & Braithwaite has co-ordinated lawyers in eight countries including the Cayman Islands. Simmons & Simmons represented bond trustees The Law Debenture Trust Corporation, while Lovell White Durrant represented the banks and Clifford Chance represented the security trustee Guardian Royal Exchange.

The big name behind HNVA is thought to be US entrepreneur Steven Green.