The public-to-private buyout of listed company Fairview Holdings kept the legal advisers involved on their toes. Norton Rose advised the Bank of Scotland, Barclays Bank, Lloyds TSB and the Royal Bank of Scotland on putting together the senior debt on the deal. Of those, three banks were responsible for funding the mezzanine layer of debt. Acquisition finance partner Andrew Bamber says it was unusual to have four banks involved in this part of the acquisition financing. The decision to use all four was a strategic move by the management behind the newco General London Constructors, set up to buy Fairview. It did not want to favor one bank over another as it had a relationship with each.
The structuring of the deal had to be carefully considered because a number of Fairview’s construction deals are built on a joint-venture basis. Taking the company private meant there was a real risk of these joint ventures going into default. Options had to be secured from each of the companies involved to prevent this.
Osborne Clarke reprised its role as adviser to equity provider 3i.