Linklaters, Travers finalise buyout of Mersey Docks and Harbour Co” />Linklaters and Travers Smith are celebrating after agreeing final terms for the highly complex £771m buyout of Mersey Docks and Harbour Company by Peel Ports Investments.
The agreement ends five months of negotiations over the tie-up. It will be effected by way of an innovative scheme of arrangement, which was complicated by the leveraged nature of the deal combined with Mersey’s unusual structure as a statutory company.
Travers corporate finance partner Richard Skelton, who advised longstanding client Peel, explained that Mersey was impossible to take over using a typical leveraged finance structure because, as a statutory company, the target is not subject to the Companies Act.
He explained that, in order to get around the constitutional obstacles that Mersey’s structure created, the £1.17bn bridging loan used to finance the deal and its proposed refinancing by way of a whole business securitisation had to be approved upfront by the company’s board.
“The transaction was pretty unique, because there are very few statutory companies listed on the stock exchange, few do takeovers, and each statutory company has its own constitution and so might not face the same problems.”
Clifford Chance advised Bank of Scotland, which financed the transaction.
Peel has been a client of Travers since 1999, most notably on the £2.1bn privatisation of the company in July 2004. Linklaters is Mersey’s main corporate adviser.