Shearman & Sterling Advises on Together’s £200 Million High Yield Notes Offering
Shearman & Sterling advised Together Financial Services Limited (formerly, Jerrold Holdings Limited) on the offering by its wholly owned subsidiary, Jerrold FinCo plc (the “Issuer”), of its £200 million aggregate principal amount of 6⅛% senior secured notes due 2024 under an indenture dated February 22, 2017. The notes are guaranteed by Together Financial Services and all of its subsidiaries other than the Issuer and certain dormant and non-material subsidiaries.
The offering, which was conducted pursuant to Rule 144A and Regulation S under the US Securities Act of 1933, as amended, closed on February 22, 2017. The net proceeds of the notes offering have been used to reduce drawn balances under the CABS Securitization (a conduit securitization program for certain of Together Financial Services’ mortgage loans) through the repurchase of loan assets from Charles Street ABS (a special-purpose vehicle that purchases certain of Together Financial Services’ mortgage loans pursuant to the CABS Securitization) and for general corporate purposes. Together Financial Services intends to use the additional available capacity under the CABS Securitization to support the origination of new loans in the ordinary course of business.
Together Financial Services is a specialist United Kingdom mortgage loan provider, established in 1974, and has successfully operated throughout its more than 40-year history. Together Financial Services offers retail and commercial-purpose mortgage loans to niche market segments underserved by mainstream lenders.
The Shearman & Sterling team included partner Nathan Green (New York-Asset Management), Kristen Garry (Washington, D.C.-Tax), Simon Letherman (London-Tax) and Thomas Donegan (London-Financial Institutions Advisory & Financial Regulatory) and associates Ana S. Grbec and Oscar Lopez (both London-Capital Markets), Shane Burke and Charlotte Rice (both London-Finance), Nancy Hau and Edward Miles (both London-Asset Management), Adam Sternberg (Washington-Tax), Sarah Moir-Porteous (London-Tax) and Daniel Frost (London-Financial Institutions Advisory & Financial Regulatory).