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News Nov 10, 2014

Shearman & Sterling Advises Mandated Lead Arrangers on £155 Million Financing for Acquisition of Prezzo PLC

Shearman & Sterling represented Barclays Bank PLC and Jefferies Finance LLC, as mandated lead arrangers, in connection with the £130 million term facility and the £25 million revolving facility (the "Facilities") provided to Papa BidCo Limited, an entity indirectly owned by funds managed by TPG Capital LLP, pursuant to commitment papers and an interim facilities agreement each dated 6 November 2014. The proceeds of the Facilities are available to be used towards the acquisition of 100% of the issued share capital of Prezzo PLC ("Prezzo") by way of a scheme of arrangement or by offer (the "Acquisition") and certain costs related to the Acquisition. The Facilities are guaranteed by Papa MidCo Limited, the direct parent company of Papa BidCo Limited, and will, following completion of the acquisition of Prezzo, be guaranteed by Prezzo. Such entities, together with Papa BidCo Limited, have provided or will provide (as applicable) security in favor of the finance parties under the interim facilities agreement. It is contemplated that the interim facilities agreement will be replaced by a senior facilities agreement prior to completion of the Acquisition.

Under the terms of the Acquisition, each shareholder in Prezzo will be entitled to receive 126.5 pence in cash for each ordinary share in Prezzo, which values the entire issued and to be issued share capital of Prezzo, on a fully diluted basis, at approximately £303.7 million.

Barclays Bank PLC and Jefferies International Limited also acted as financial advisers to Papa BidCo Limited, TPG Capital LLP and its affiliates.

The Shearman & Sterling team of lawyers was led by Finance partner Iain Goalen and included senior associate Philip Stopford and trainee solicitor Christopher Hobson. Counsel Simon Little and Michael Scargill advised on corporate matters and counsel Simon Letherman and associate Gabriel Ng advised on UK tax matters.