International law firm
Pinsent Masons has advised Horizon Acquisition Company plc
(Horizon), a special purpose acquisition vehicle, on its successful
placing of new ordinary shares in connection with the admission of
its ordinary shares to secondary listing on the Official List of
the Financial Services Authority and to trading on the main market
of the London Stock Exchange.
Hugh Osmond, the Pizza
Express entrepreneur and founder of Punch Taverns, set up Horizon
together with the former deputy chief executive of Lloyds TSB
Michael Fairey and plans to use £417.7 million raised in the IPO to
invest in and restructure a heavily-indebted company in the
consumer sector.
Rob Hutchings of Pinsent
Masons commented "Pinsent Masons was delighted to advise Horizon on
its successful IPO and very much enjoyed working with a team as
experienced and dynamic as Horizon's".
Matthew Allen of Horizon
commented "We were very pleased to have worked with the team at
Pinsents who were very professional and responsive to our
needs".
The Pinsent Masons team
advising Horizon plc was led by Rob Hutchings assisted by Robert
Moir, Alison Starr, Tim Dolan, Jacob Ghanty, Paul Amiss, Hannah
Brader, Sadhbh Kavanagh, Karyn Pulley, Anaick Daruty de Grandpre
and Samantha Perry.
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Horizon
Horizon is a newly established
company, which intends to acquire and restructure a single major
business or company, significantly reducing its debt (the
“Acquisition”). The business is likely to have significant
operations in the UK, to have an enterprise value of between £1
billion and £3 billion (although a business with a larger
enterprise value may be considered) and to be constrained by its
capital or ownership structure. Horizon intends to use the net
proceeds of the Placing primarily to reduce the leverage of the
acquired company or business.
The Board believes that the
recent financial crisis has significantly reduced the amount of
debt available for acquisitions or refinancings and that the cost
of debt has significantly increased when compared to the equivalent
cost of debt in the run up to the financial crisis.
The Board believes that the
quantity of leveraged buy-out debt anticipated to be re-financed,
combined with the recent financial crisis, will mean businesses of
underlying quality will find it challenging to refinance their
businesses on acceptable or practical terms
and that, as a result, many owners of such businesses or their
funders will be looking to sell all or part of those
businesses.
The Board believes Horizon
will be well placed to take advantage of such opportunities to
acquire a large, fundamentally sound company or business with
strong underlying cash flows while debt and equity are otherwise
relatively scarce.
The Board also believes that
Horizon’s combination of cash, listed equity, the ability to
provide counterparties with certainty and speed of execution, and
its management expertise will enable Horizon shareholders to make
attractive returns from restructuring a major business that has
taken on too much leverage. Specifically, the Board will only
consider transactions where it believes its shareholders will
receive returns that recognise and reward the significant cash
resource and other attributes that Horizon brings to a
re-structuring process.