Mayer Brown acts on late Liverpool bid as £300m takeover goes through

Mayer Brown has advised investment company Mill Financial on its failed eleventh-hour bid for Liverpool FC, as US sports group New England Sport Ventures (NESV) completes its £300m takeover of the Premier League club.

US investor Mill, which was advised by Mayer Brown’s UK corporate head Peter Dickinson and corporate partner Kate Ball-Dodd, today (15 October) held negotiations with co-owner Tom Hicks over the acquisition of his stake in the club.

The Royal Bank of Scotland (RBS), Liverpool’s main creditor, is owed around £280m by US co-owners Hicks and George Gillett and had set a deadline of today for repayment.

The Liverpool board, which supported the NESV bid, yesterday succeeded in its effort to push forward with the takeover after the High Court dismissed a temporary restraining order granted to Hicks and Gillett by a Texan court (click here to view the anti-suit injunction).

After the Texan court reconvened today to decide how to respond to the High Court’s ruling, Hicks and Gillet withdrew their restraining order, clearing the way for a completion of the NESV takeover.

US sports group NESV, which is headed up by John Henry (pictured) – who has been holding discussions with the Liverpool board at Slaughter and May’s City headquarters – is the parent company of Major League Baseball team Boston Red Sox.

In a statement, NESV said that the deal would eliminate “all of the acquisition debt placed on Liverpool by its previous owners, reducing the club’s debt servicing obligations from £25m-£30m a year to £2m-£3m”.

In a statement on behalf of Hicks and Gillett, Steve Stodghill of US law firm Fish & Richardson said: “This outcome not only devalues the club, but it also will result in long-term uncertainty for the fans, players and everyone who loves this sport because all legal recourses will be pursued.

“Mr Hicks and Mr Gillett pledged to pay the debt to RBS so that the club could avoid administration that was threatened by RBS. That offer was rejected. It is a tragic development that others will claim as a victory.”

Dallas trial lawyer George Bramblett of US firm Haynes & Boone acted for NESV on today’s negotiations, while Baker & McKenzie provided US law advice to the Liverpool board.

A raft of law firms have taken roles on the protracted takeover saga, including Slaughters, Macfarlanes, Weil Gotshal & Manges, Shearman & Sterling and Freshfields Bruckhaus Deringer.

Freshfields banking partner Alex Mitchell commented: “We started advising RBS on Liverpool’s debt facilities in 2008 and have worked closely with them ever since to put in place the framework for achieving today’s successful refinancing.”

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