Clifford Chance has reached the end of a five-month marathon acting on Sun Capital Partners' acquisition of Center Parcs, just as the venture capital group is rumoured to be considering a bid for restaurant chain Pizza Express.
Sun Capital, which counts the high-profile entrepreneur and former Pizza Express director Hugh Osmond as a co-founder, finalised the £465m sale and leaseback of Center Parcs' UK properties after months of wrangling with the Royal Bank of Scotland over debt issues.
The sale and leaseback was facilitated through a newly formed subsidiary of Sun Capital named Sun CP Properties, which will rent the newly acquired properties back to Center Parcs on 15-18 year leases. One of the conditions of the deal, which was headed by Clifford Chance corporate partner Jonny Myers with property partner Arthur Dyson, was the need to restructure Center Parcs' debt, which resulted in the protracted length of the transaction.
Clifford Chance's banking department acted for Royal Bank of Scotland in relation to the restructuring, which formed a separate chunk of the deal. Center Parcs was represented by Allen & Overy (A&O), which also gained work on the deal by acting for DB Capital, the private equity arm of Deutsche Bank, which is a minority stakeholder in Sun Capital's subsidiary company.
The Center Parcs deal, and a potential acquisition of Pizza Express, provides a significant step in the relationship between Clifford Chance and Sun Capital. The firm won the client after the company's former favoured firm Slaughter and May was conflicted out on a previous deal.
While Sun Capital has not yet made a formal offer on Pizza Express, City speculation is gathering speed that Osmond will mount a bid for the business he took over in the early 1990s with then partner Luke Johnson for £18m. Market rumours suggest that Sun Capital, along with joint bidder Capricorn Ventures, which owns restaurant group Nando's, may pay around £250m for the chain.
The two companies are bidding through a newco Twigway and are believed to have taken on ING Barings as financial adviser.
As no firm offer has been made for Pizza Express, it is not clear if the company will instruct its usual legal adviser Pinsent Curtis Biddle, or whether its bankers Credit Suisse First Boston will push the business to plump for a larger City-based law firm.
While rumours have been rife about Osmond's bid, it is also believed that Whitbread may table an offer. Ironically, Whitbread dropped Clifford Chance as its main adviser following its defeat on the acquisition of Allied Domecq's retail arm, which was won by Osmond's company Punch Taverns, advised by Slaughter and May. Whitbread now uses Slaughter and May and A&O.