Hogan Lovells advises Brookfield on the acquisition of Inexus from Challenger Infrastructure Fund, the merger of Inexus with GTC group and the refinancing of debt and swaps of the combined Inexus and GTC groups in excess of £900 million.
Hogan Lovells has advised Brookfield Infrastructure Partners (Brookfield) on the completion of its acquisition of a controlling interest in Inexus Group Limited (Inexus), a UK utility and infrastructure provider, from Challenger Infrastructure Fund (Challenger) (first announced on 24 June 2012) and the interests of minority shareholders, the merger of the Inexus group with the GTC group (another utility and infrastructure provider owned by Brookfield) and the refinancing of the existing debt and swaps of Inexus and the GTC group companies.
The acquisition comprised the acquisition from Challenger and minority shareholders and note holders of all of the shares and loan notes of Inexus.
The purchase price for the shares and loan notes of Inexus comprised both initial consideration (paid on completion) and consideration contingent on Inexus successfully refinancing its debt facilities and Brookfield receiving competition clearance from the OFT in the UK.
Following the acquisition, Brookfield received clearance from the OFT and the existing debt facilities and swaps of both the Inexus group and GTC group companies which exceeded £900 million were refinanced. This structure incorporates a common debt platform which permits the combined group to issue bonds in the future to refinance the term debt.
The Hogan Lovells team included corporate partner Steven Bryan; private equity partner Tom Whelan; corporate senior associates Oliver Searle and Oscar Johnson; infrastructure and project finance partner Philip Robb and Of Counsel Emma Clarke; debt capital markets partner Julian Craughan, Of Counsel Marc Mouton, and associate Victoria Buckley; employment partner Ed Bowyer and associate Oliver Spratt; and tax partner Philip Harle and senior associate Andrew Waddell.
Commenting on the transaction, Steven Bryan said:
“I am delighted that we have been able to close this complex major transaction for Brookfield which required a multi- disciplinary core team across our Corporate, Finance, Capital Markets and Tax Groups with support from our energy and employment teams. The transaction highlights the strength of our Corporate and Finance teams in the UK regulated energy and utility sector.”
Hogan Lovells is also advising Brookfield on Brookfield’s and Abertis Infraestructuras’ joint acquisition of a stake in the Brazilian toll road unit of Spanish construction and civil engineering company Obrascón Huarte Laín.
