Lawrence Graham completes sale of 646 Scottish & Newcastle pubs

Lawrence Graham has pulled off two parallel pub sale transactions for one of its biggest clients, Scottish & Newcastle.
The firm advised on the disposal of 646 pubs, worth a total of £361m, to Enterprise Inns and a newly-formed special purpose vehicle managed by Noble House Leisure. Enterprise was advised by CMS Cameron McKenna and paid £263.7m for 432 pubs, and Noble House, advised by Slaughter and May, paid £97.5m for 214 pubs.
Lawrence Graham had a team of 70 lawyers from across the firm working on the deal, led by corporate partner Paul Walker. He has been cementing the firm’s relationship with Scottish & Newcastle over the last few years on the corporate side, as the client’s main corporate firm is Linklaters & Alliance. The firm now advises it on property, corporate, litigation, employment, tax, competition and commercial work.
This deal was agreed in just two months, after the preferred bidders were appointed at the end of April. Walker said: “I think the interesting aspect here was that there was quite a large preliminary reorganisation in relation to a number of pubs, which had to be brought out of other joint venture arrangements.
“Because we were dealing with two bidders, it meant we had to impose quite a lot of control over the process, and we said we’d only accept joint comments. We split the contract between the two of them quite late on in the transaction.”
For Camerons, the deal is the second in as many months for Enterprise, which it has been acting for ever since its flotation in 1995. Last month it advised Enterprise on its £262.5m acquisition of 439 pubs from a group of companies formed by Morgan Grenfell Private Equity.
This deal was led by corporate partners Sean Watson and Sandra Rafferty. It means Enterprise now owns 3,400 outlets compared with 486 on flotation, and is the UK’s third-largest pub estate. Enterprise has just entered the FTSE 250, and it funded this latest acquisition through a rights issue of £66m.
On the rights issue, Norton Rose partner Jonathan Coppin advised Deutsche Bank and HSBC Investment Bank as underwriters.