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Deal watch: Global London elite turns out for KKR’s Refresco buyout and Macquarie’s Roadchef acquisition

The private equity boom has shown no signs of slowing down in recent weeks, with the London offices of US firms taking the lead on noteworthy acquisitions in the logistics, food & drink, and infrastructure sectors.

Skadden, Simpson Thacher and Latham & Watkins advised on the acquisition by KKR of a majority stake in independent beverage contract manufacturer Refresco. The deal will see existing investors PAI Partners and British Columbia Investment Management Corporation (BCI) retaining a minority stake in the company.

The Skadden team representing Refresco included London M&A partner Bruce Embley and New York M&A partners Paul Schnell and Sean Doyle. Capital Markets advice was provided from New York by Laura Kaufmann Belkhayat, while James Anderson in London handled tax matters.

Speaking to Legal Business, Embley noted of the market more generally that  the coming months would be hard to predict: ‘So far, the M&A markets have started 2022 as strongly as they ended 2021. Until very recently, there was no cause to believe that would not continue, but recent political events mean things do now feel less certain. We have already seen that they have caused considerable uncertainty in the capital markets which can have a knock-on effect on M&A.

‘In some ways, it doesn’t make sense to consider M&A as one single market that is either up or down. Different sectors are really their own markets with their own trends. Since the pandemic began this has been further underscored.’

Representing PAI Partners and BCI, the Latham team was led from London by partner Tom Evans, with the assistance of associates Maarten Overmars, Alex McCarney, and Chris Cox. Simpson Thacher advised KKR.

Elsewhere, GXO Logistics Inc announced its £1bn takeover offer of retail logistics specialist Clipper Logistics plc, a deal set to complete in summer 2022, subject to regulatory and shareholder approval.

The offer will see existing shareholders receive 690 pence in cash and 0.0359 GXO shares for each Clipper share they currently hold, effectively valuing a Clipper share at 920 pence. GXO has also obtained undertakings from a number of Clipper shareholders to vote in favour of GXO’s offer.

The target company was represented by Hogan Lovells. Corporate partner Dan Simons, who led the team which also provided assistance with ESI, antitrust, UK and US tax and US debt capital markets, told Legal Business: ‘The logistics sector has been very hot recently and we’ve got a number of deals on in this space. During the Covid pandemic, logistics has been one of the best performing sectors and I think that, over the coming months, we’re going to see a lot more high-profile deals and consolidation in the sector.’

Commenting on Clipper specifically, Simons added: ‘Clipper Logistics became a client of Hogan Lovells in mid-2021. Clipper was looking for legal advisers to assist them in executing potential acquisition opportunities in North America and so they wanted to partner with a law firm that had market leading corporate finance practices in both Europe and the US, so Hogan Lovells was the perfect fit.’

Wachtell, Lipton, Rosen & Katz and Freshfields Bruckhaus Deringer represented GXO. New York duo Gregory Pessin and John Sobolewski led Wachtell’s team, while the cross-border team from Freshfields was led from London by Piers Prichard Jones and Rhys Evans.

Finally, last week Macquarie Asset Management announced its latest acquisition, of motorway service operator Roadchef, for a reported £900m.

Serving 52 million customers a year, Roadchef is one of the largest operators in the UK with 30 locations nationally. Macquarie acquires the company from Antin Infrastructure Partners, which acquired it from an Israeli conglomerate in 2014 for a reported £153m.

Macquarie was represented by Weil Gotshal & Manges. The deal team was led by James MacArthur and included counsel Tom Fisher, associates Rick Wright and Alex Thams. Finance matters were handled by private equity infrastructure finance partner Paul Hibbert and counsel Emma Serginson.

MacArthur said: ‘This deal demonstrates our continued proficiency advising the largest global private equity clients on their strategic investments in infrastructure assets.’

White & Case advised Antin out of London. Caroline Sherrell led the team, assisted by associates Heidi Blomqvist and Johanna Wagner.