A&O, Freshfields and Simmons ink pre-pack sale to save Mouchel

Allen & Overy (A&O), Freshfields Bruckhaus Deringer and Simmons & Simmons have advised on the financial restructuring of public infrastructure group Mouchel, which involved the pre-pack sale of its assets to its lenders and management.

Simon Johnson
Simon Johnson

Woking-headquartered Mouchel retained a Freshfields team led by finance partner Simon Johnson, corporate partner Farah Ispahani and restructuring partner Adam Gallagher, assisted by finance associate Natalie Dyce, corporate associate Holly Kinchin-Smith and restructuring associate Emma Norman.

The deal followed the revelation earlier this month that Mouchel would enter into administration after its shareholders rejected a proposed restructuring to swap its £87m of debt for stock, which would have seen shareholders receive a 1p special dividend per share.

As a result, the group’s assets were duly transferred to MRBL, a newly incorporated company owned by the group’s lenders, Barclays, Lloyds Banking Group and the Royal Bank of Scotland (RBS), and members of Mouchel’s management.

Freshfields also advised administrators Ed Boyle, Richard Heis and Jane Moriarty at KPMG, with a team that included restructuring counsel Anne Sharp and restructuring associates Priyanka Usmani and Kathryn Bruce.

A&O acted for Barclays, Lloyds and RBS, which it had been advising since November 2010 on devising and structuring several options including the pre-pack administration for which Mouchel’s shareholders finally opted.

A&O finance partner Trevor Borthwick led the team, which included restructuring partners Ian Field and Katrina Buckley, corporate partner Ed Barnett and equity capital markets Mark Dighero.

Simmons advised the overall MRBL vehicle, including the Mouchel management and the trio of banks, fielding a team led by restructuring partner Alan Gar, supported by corporate managing associate Nick Ramage. However, A&O continued to advise the banks in relation to the new company in their capacity as shareholders and lenders.

Background to this deal:

Mouchel entered into financial difficulty, blaming the Government’s cuts as a result of the 2010 spending review for a drop in profitability in its government and business services division. CEO Richard Cuthbert resigned last year after a £4.3m accounting error came to light. The company made an £11.6m pre-tax loss in the six months to the end of January this year.

Freshfields acted for Mouchel in December last year when it revised its financing agreements to avoid a breach of its banking facilities. The firm also advised Mouchel back in 2010 when defence services company VT Group was considering an offer for it (8 March 2010).