Shearman & Sterling advised Jerrold Holdings Limited (“Jerrold”) on the offering by its wholly-owned subsidiary, Jerrold FinCo plc (the “Issuer”), of £100 million aggregate principal amount of 9.750% Senior Secured Notes due 2018 (the “Notes”). The Notes are being issued as additional notes under the Issuer’s existing indenture governing its £200 million 9.750% Senior Secured Notes due 2018 issued in September 2013. The Notes are guaranteed by Jerrold Holdings Limited and all of its other subsidiaries.
The offering, which was conducted pursuant to Rule 144A and Regulation S under the US Securities Act of 1933, as amended, closed on April 24, 2015. The proceeds from the offering will be used to prepay certain existing indebtedness and to pay fees and expenses incurred in connection with the offering.
Jerrold Holdings is a specialist United Kingdom mortgage loan provider, established in 1974, and has successfully operated throughout its 40-year history. Jerrold Holdings offers retail and commercial purpose mortgage loans to niche market segments underserved by mainstream lenders.
The Shearman & Sterling team included associates Ana S. Grbec and Andy Zwecker and trainee Ricky Chow. Partner Peter Hayes (London-Finance), associates Chris White and Anna Shelton (both London-Finance), and trainee Brook Geremew (London-Finance) advised on the English law-governed aspects of the transaction. Associate Nina Garnham (London-Investment Funds) provided Investment Company Act advice. Partner Kristen Garry (Washington, DC-Tax) and associate Kammy Lai (Washington, DC-Tax) advised on the US tax aspects of the transaction, and counsel Simon Letherman (London-Tax) and associates Gabriel Ng (London-Tax) and Elizabeth Emerson (London-Tax) advised on the English tax aspects of the transaction. Partner Thomas Donegan (London-Financial Institutions Advisory & Financial Regulatory) and associate Ellerina Teo (London-Financial Institutions Advisory & Financial Regulatory) advised on regulatory aspects of the transaction.