Atalian’s Acquisition of Servest UK, Related Offering and Bridge-to-Bond Facility

Cleary Gottlieb represented La Financière ATALIAN (Atalian) in its acquisition of 100 percent of Servest Limited (Servest UK), a leading provider of facility management services in the United Kingdom, and its subsidiaries.

Cleary also represented Atalian in its offering of €350 million 5.125 percent senior notes due 2025 and £225 million 6.625 percent senior notes due 2025 and a related €594 million bridge-to-bond facility.

The acquisition, which was announced on April 6, 2018, was completed on May 9, 2018. Immediately prior to closing of the acquisition, Atalian was converted into a partnership limited by shares (société en commandite par actions) and, in connection with the Acquisition, certain members of Servest UK senior management invested, or will invest, an aggregate amount of €37.0 million (by way of cash and/or loan note contribution) in exchange for newly issued shares of Atalian.

The €594 million bridge-to-bond facility was entered into concurrently with signing of the share purchase agreement for the acquisition. BNP Paribas, Credit Suisse International, and Citigroup Global Markets Limited acted as arrangers of the facility.

The offering priced on April 26, 2018, with temporary notes issued and notes proceeds paid into escrow on May 3, 2018. The escrowed notes proceeds were released on May 9, 2018, concurrently with an exchange of temporary notes for permanent notes. Atalian used the net proceeds of the sale of the notes to fund the Acquisition purchase price, including repayment of existing debt of Servest and its subsidiaries. BNP Paribas, Credit Suisse Securities (Europe) Limited, and Citigroup Global Markets Limited acted as underwriters for the notes offering.