Hogan Lovells, HSF in real estate merger
One of the biggest public M&A deals announced in 2022 is Capco-Shaftesbury merger
In one of the most significant public mergers of the year, Hogan Lovells and Herbert Smith Freehills (HSF) advised on the merger of FTSE 250 listed real estate companies Capital & Counties Properties (Capco) and Shaftbury.
Capco was represented by HSF, while Hogan Lovells advised long-term client Shaftesbury on the deal.
A leading mixed-use real estate investment trust has been created by merging two London landlords. A portfolio of properties across the city’s West End, including Covent Garden, Carnaby, Chinatown, and Soho, worth around £5bn, will comprise the combined group.
With the support of fellow London corporate partner Anthony Doolittle, Hogan Lovells‘ corporate and finance partners led the team.
Founded by client relationship partner Gill McGreevy, the firm has advised Shaftesbury on investments and asset management within its West End portfolio, along with debt and equity financing and corporate matters for more than 30 years. Evans again led the team to advise Shaftesbury on its £300 million equity capital raise in 2020.
As well as Alex Kay, Heidi Gallagher, Stephen Wilkinson, Michael Jacobs and senior associate Sarah Ries-Coward, the HSF team included associates Adam Goddard, Natassja Moczarski, Cassie Ayre and Stephanie Notice, as well as trainee lawyer Rupert Swallow.
Additionally, Kay led the HSF team to advise Capco on its acquisition of Shaftesbury for £436 million two years ago.
According to Kay, the merger represents a significant transaction involving multiple layers of complexity which required skill navigation by all parties. It shows the firm’s expertise in the real estate sector and public takeovers.
By implementing the merger through a scheme of arrangement and in conjunction with the existing Capco shareholding, HSF said that the Capital Group will own 100% of Shaftesbury’s issued and to be issued shares.
After the merger, Shaftesbury shareholders (other than those who own Capco shares) will own 53percent of the combined group, while Capco shareholders will own 47 percent.