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Hogan Lovells Advises on £190m Trainline Recapitalization

11 September 2013

LONDON, 11 September 2013 - Hogan Lovells has advised the unitranche and super senior lenders on Exponent Private Equity’s £190m dividend recapitalisation of UK ticketing company thetrainline.com which closed on 6 September. The transaction represents the largest unitranche facility put together for a UK-based company this year and the second largest across Europe.

The facilities consisted of a £140m unitranche facility backed by Ares Capital Management, Babson Capital, Bank of Ireland and Bluebay Asset Management; and a £50m super senior RCF backed by Barclays Bank plc and HSBC Bank plc.

The unitranche product is rapidly gaining prominence in mid-market leveraged financings in Europe and is essentially a groundbreaking single debt instrument which roughly equates in debt size to a combination of senior and subordinated debt, but with a blended margin, and is structured to avoid the need for senior/mezzanine intercreditor negotiations. 

Hogan Lovells has been at the forefront of a number of recent key unitranche transactions, previously advising Ares Capital Europe and GE Capital EMEA on the commitment and loan documentation for their European Senior Secured Loan Programme (ESSLP) joint venture for unitranche funding in Europe; and advising Ares and GE Capital on the provision of unitranche debt facilities to Manx Telecom in March 2013.

The Hogan Lovells team was led by London banking partner Stuart Brinkworth, assisted by senior associate Caroline Mortimer. Banking partner Matthew Cottis provided separate advice to Barclays and HSBC on the super senior intercreditor terms.

Commenting on the transaction, Stuart Brinkworth said:

"We are very pleased to have been instructed on what was one of the biggest and most complicated unitranche transactions seen in the European mid-market so far this year. We have worked on a high percentage of the unitranche deals seen in the market this year and this deal certainly cements the market's view of our expertise in this area".

Exponent and thetrainline.com were advised by Ben Davis at Travers Smith.

 
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