Allen & Overy is advising online gaming entertainment provider 888 Holdings on its recommended proposed offer to acquire the entire issued and to be issued ordinary share capital of London-listed online gaming company bwin.party digital entertainment for GBP898.3 million.
The deal is one of the largest in the sector and saw 888 Holdings announce its proposed offer following a highly competitive public auction process, which attracted significant media interest.
Allen & Overy partner, Ed Barnett comments: “We are delighted to be assisting 888 Holdings in navigating through a challenging auction process.”
Allen & Overy advised on all aspects of the transaction including corporate, finance, antitrust, regulatory, and incentives. The cross-practice Allen & Overy transaction team is being led by Corporate partners Ed Barnett and Annabelle Croker with support from senior associate Ben Ward and associates Catherine Jones and Alisha Singh. Financing advice is being led by partners Denise Gibson and Jake Keaveny with support from senior associate Ben Myers and associate George Owen, and Capital Markets advice is provided by partner James Roe and senior associate Erynne Lim.
Financing played a significant role in this deal, with the cash consideration being financed through a new USD600 million covenant-lite New York law governed TLB facility. The financing was specifically tailored to ensure it delivered the UK Takeover Code “certain funds” standard.
Partner Denise Gibson said: “888 is a debut borrower in this market and our finance team worked closely with management and the financial advisers to structure a financing package that would best fit the needs of the Company and the shareholders. A treasury decision to raise a significant portion of the debt in US Dollars resulted in a change in the distribution strategy which, in turn, informed the decision to proceed with a US financing product. The financing process showcased the strength of our global finance practice – with a team that was able to switch seamlessly from an English law European style financing to a wholly NY style debt package which would nonetheless fit within the framework of a UK public takeover.”
This transaction reflects increasing consolidation in the online gaming industry, which has seen strong growth in recent years with further annual growth forecasted at more than 8.5%. Increasing regulation and the need for significant investment in marketing and technology has placed pressure on operators’ resources and led to a search for greater scale and cost efficiencies.
