Shearman & Sterling advised Bracken Midco1 plc (the “Issuer”) on the offering of its £220 million aggregate principal amount of 10.5%/11.25% senior PIK toggle notes due 2021. The notes issued in connection with the exit of minority investors in Jerrold Holdings Limited (“Together” or the “Company”) are secured by a share pledge of the share capital of Bracken Midco2 Limited, which holds all of the voting stock of the Company and certain intercompany indebtedness.
The offering, which was conducted pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended, closed on November 2, 2016. The proceeds from the offering have been used to finance, in part the purchase of equity interests in the Company held by Equistone and SL Capital Investments; the repurchase of shares in the Company held by the senior management of the Company; the repayment of certain shareholder indebtedness; certain payments pursuant to the staff incentive plan of the Company; and certain expenses in connection with the transactions.
Together is a specialist UK mortgage loan provider, established in 1974. The Company offers retail and commercial-purpose mortgage loans to niche market segments underserved by mainstream lenders.