A Travers Smith team led by senior partner Chris Hale and senior associate Adam Orr has advised management on the proposed sale of British Car Auction ("BCA"), Europe's largest used-vehicle marketplace, to Haversham Holdings ("Haversham"), the publicly listed investment vehicle, in a transaction valued at approximately £1.2 billion.
Shareholders of BCA will receive £701 million in cash and £104 million in stock. The transaction is conditional on, amongst other things, Haversham's share placing becoming unconditional and is expected to close in early April.
BCA, owned by Private Equity firm Clayton, Dubilier & Rice ("CD&R") and management, is Europe’s leading used-vehicle marketplace. Operating in 13 countries, BCA remarketed approximately 1 million vehicles and bought more than 140,000 cars in 2014.
Under current ownership, BCA diversified its business by adding a vehicle buying unit through the acquisition of WeBuyAnyCar.com, expanding in continental Europe and Brazil, and launching a range of new value-added service offerings. In addition, it has invested meaningfully in its technology and digital platforms to better serve its customers and adapt to the changing behaviour of the market. The result was an increase in EBITDA of approximately 85% under current ownership.
Clifford Chance LLP (Simon Tinkler) and Debevoise & Plimpton LLP acted as legal advisors to CD&R and Berwin Leighton Paisner (Benjamin Lee) acted as legal advisor for Haversham in connection with the transaction.