20 February 2007
20 February 2007 - Mayer, Brown, Rowe & Maw LLP's London corporate group advised Marwyn Investment Management LLP ("Marwyn") through its subsidiary, Earl Street Capital Ltd, on the innovative acquisition of Entertainment One, a major distributor and producer of home entertainment products in North America.
The deal is interesting as it is structured as a private equity buy-out, but using an AIM vehicle. Entertainment One is delisting from Toronto following the Canadian government's move to amend its regulations on income trusts to prevent them being used as a shelter to avoid tax. On completion the business becomes listed in London.
The total consideration is approximately CAD188 million (£83 million), including an estimated net debt of CAD68 million. Mayer, Brown, Rowe & Maw also advised Earl Street Capital in relation to a proposed placing through Collins Stewart Europe Limited on AIM, to raise approximately CAD186 million (£80 million) to fund the cash consideration for the acquisition.
Marwyn's fund is backed by hedge funds, including GLG, Orn, BlueCrest and Och-Ziff, as well as mainstream managers such as Fidelity. Mayer, Brown, Rowe & Maw corporate partner Robert Hamill commented
: "This is the first time a Canadian income fund (a UK plc equivalent) has been taken over by a virtual company which then lists in London. The transaction involves similar elements to the "accelerated IPO" structure, which was necessitated by the target being a listed entity in Canada."
The Mayer, Brown, Rowe & Maw team advising Marwyn was led by London corporate finance partner Robert Hamill, with support from corporate partner Lauri-Lynn Pursall and dual US and UK-qualified partner Mark Uhrynuk and US qualified partner Paul de Bernier, as well as corporate assistants Patrick Hennessy and Colette Kerrigan. Advice was also provided from the firm's New York office. For further Information: Robert Hamill
Partner, Corporate Group
+44 (0)20 7782 8558Charlotte Ward
PR Manager, London
+44 20 7782 8547