Both companies are currently owned by private equity with Saga, which provides holidays and insurance products for the over 50s, being the subject of a £1.35bn management buyout backed by Charterhouse in 2004. CVC Capital Partners and Permira Funds jointly bought roadside assistance and financial services group the AA from Centrica in 2005 for £1.75bn.
Dickson Minto advised Charterhouse on the earlier deal, while Clifford Chance advised CVC and Permira on the AA buyout. Both firms have cemented their relationships with the respective private equity houses by acting on the current merger.
At Clifford Chance, global private equity head James Baird led the team advising CVC and Permira alongside newly elected partner Kem Ihenacho. Banking and capital markets partner Roderick McGillivray led on debt finance. Pinsent Masonss tax partner Lisa Parisi and corporate group partner Paul Harkin advised AA’s management.
Charterhouse was advised by Dickson Minto senior partner Alastair Dickson, while Saga’s management was advised by Charles Barter, head of private equity at Travers Smith.
The combined company has taken out a new debt facility, valued at £4.8bn, with Barclays Capital and Mizuho. The banks were advised by Ashurst.
The merger, which values the AA at £3.35bn and Saga at £2.8bn, brings to an end speculation regarding an IPO from Saga later in the year. As reported by The Lawyer last week (25 June), Saga had hired Herbert Smith to investigate the prospects of a flotation with Allen & Overy winning a role representing financial advisers Merrill Lynch and UBS.
Under the terms of the merger, existing shareholders in the AA and Saga, which includes staff and management as well as the private equity houses, will be investors in the combined business. The two companies will continue to operate in their separate fields, but are expected to benefit from, for example, being able to offer their services to the customers of the other.