Extra MSA Group

Extra is a motorway services area group based in Peterborough that instructed Clarke Willmott in relation to the acquisition of 18 Motorway Service Area sites in the UK with a total transaction value in excess of £600m.

“Extra and I are pleased to have worked with Clarke Willmott on this important and strategic transaction. This expands Extra’s investment ownership of substantial Motorway Service Areas to 18 key locations in the UK Motorway Network.” Andrew Long, CEO of Extra Group

Problem

• We were instructed to acquire two portfolios of motorway service area sites.
• The first acquisition involved buying a group of companies that owned eight operational sites plus a development site on the M25 at Cobham.
• The second acquisition involved the purchase of nine sites let to a well known motorway services operator.
• Extra paid in excess of £300m for each portfolio funded by a combination of off-shore equity investment and bank debt.
• Each portfolio was sold by administrators as part of a competitive process with very tight timescales.

Solution

• We put together a large team of corporate, commercial, banking, real estate, property litigation, construction, employment, planning and environmental lawyers across the Clarke Willmott offices co-ordinated by lead partner Andrew Beedham (Corporate and Private Equity) with banking partner Kelvin Balmont handling the bank funding and real estate partner William Juckes leading the property team.

Important aspects of our work were:

• Carrying out extensive due diligence on the sites and the companies that owned them to satisfy our client and their funders in relation to these complex retail assets. That included running an electronic data room and setting up a dedicated client extranet so our client had on-line access to the substantial volume of documents.
• Negotiating complex acquisition documents including provisions for additional payments dependent on the timing/cost of opening the development site and underlying trading performance at certain other sites
• Setting up ownership structures that were commercially effective for our client and its equity backers
• Negotiating complex loan facility agreements with the syndicate of bank funders and satisfying the detailed list of conditions precedent required to be satisfied before the banks would release the acquisition funds.

Benefit

• We delivered both acquisitions on time, on budget and with the funders comfortable with the individual portfolios. We had a very happy client that continues to instruct us on ongoing matters including future acquisitions.