In the wake of the credit crunch, corporate transactions have become a lot more complicated.
But even in this context, the on-going Lloyds and Co-operative deal, in which Lloyds is selling many of its branches to the Co-op, sets something of a precedent.
Key to the deal is Hilary Evenett (scroll down for video interview), corporate partner at Clifford Chance, who spent much of her year acting for Co-op. She admits that it was an extraordinarily time-consuming occupation. “I haven’t really worked on anything else [in 2012],” she says.
Lloyds, along with Royal Bank of Scotland, received taxpayer bailouts in 2008 and now needs to dispose of several branches. Any deal reached is subject to EU approval. This adds yet another layer of complexity to an already time-consuming and intricate transaction.
“The idea was to increase competition because they had to dispose of these branches, but they had to dispose of them to basically a small bank or a new bank,” says Evenett. “They couldn’t sell them to an existing large player in the market.”
Heads of terms were announced in July and, according to Evenett, an announcement of completion will be made at the beginning of this year. “It is certainly a hugely complicated transaction because what has been required by the EU is for Lloyds to carve out a whole cross-section,” she notes.
“It’s not selling a business; it’s selling part of a business. So the operational and legal issues about separating out that slice across the whole business are very complicated.”