Shearman & Sterling represented the initial purchasers in connection with Sherwood Financing plc's offering of €640 million senior secured floating rate notes due 2027, €400 million 4.500% senior secured notes due 2026 and £350 million 6.000% senior secured notes due 2026. The offering, which was conducted pursuant to Rule 144A and Regulation S under the U.S. Securities Act, closed on November 8, 2021. Shearman & Sterling also advised the banks in connection with the company’s new £285 million revolving facility agreement and intercreditor agreement.
The proceeds of the offering of the notes were used to (i) repay a portion of the new revolving facility agreement, (a) certain of which were on-lent to Sherwood Acquisitions Limited and will be used by Sherwood Acquisitions Limited to finance a portion of the costs in connection with, among other things, the acquisition of Arrow Global Group Limited (formerly known as Arrow Global Group plc prior to its re-registration as a private limited company) and its subsidiaries (collectively, the “Target Group”) by Sherwood Acquisitions Limited, to refinance certain of the existing indebtedness of the Target Group and to pay costs, expenses and fees in connection with the foregoing, as well as to pay costs, expenses and fees in connection with the financing transactions related thereto and (b) certain of which was used to repay and cancel Arrow Global's existing revolving credit facility and (ii) to redeem and cancel the existing notes of Arrow Global Finance plc.
Arrow Global is a leading European investor and asset manager in the non-performing and non-core assets sector principally operating in the UK, Portugal, the Netherlands, Italy and Ireland, with a 15-year track record of delivering attractive risk-adjusted returns. The company strives to build better financial futures for its customers, clients, communities, employees and other stakeholders. On October 11, 2021, Sherwood Acquisitions Limited acquired the entire issued ordinary share capital of Arrow Global Group plc by means of a scheme of arrangement effected under Part 26 of the UK Companies Act 2006. In connection with this acquisition, Arrow Global Group plc’s shares were delisted from the London Stock Exchange, and Arrow Global Group plc was re-registered as a private limited company, named Arrow Global Group Limited, on October 19, 2021.
The Shearman & Sterling team below was supported by associate Eugene Kim (Washington, D.C.-Tax).