A&O has advised Virgin Active and its Management on Brait’s proposed acquisition of an interest of approximately 80% in the business. This puts an enterprise value on the business of approximately GBP 1.3 billion.

CVC, who invested in Virgin Active in 2011, will be selling all of its shareholding and Virgin Group will be selling part of its shareholding. The transaction is expected to complete over the summer, following which Brait will own c. 80% of Virgin Active and Virgin Group will retain c. 20% (excluding management). The existing management team will be retained, and will be reinvesting alongside Brait. The equity consideration payable by Brait is approximately GBP 682 million. The acquisition is at an enterprise value of GBP 1.3bn and an equity value of GBP 870m for the equity issued share capital as at 31 December 2014. Implementation of the transaction is subject to South African and Namibian competition approvals.

Andrew Ballheimer, Global Head of Corporate, commented: “This is a great deal for all parties and demonstrates the leadership position that Virgin Active has managed to build and maintain over the past decade. Virgin Active’s proven track record of providing consistent profitable growth had made it a very attractive target.”

Virgin Active is the leading international global health club operator with over 1.3m adult members and 267 clubs spanning nine countries and four continents. Virgin Active is the clear market leader in the fast growing and under-penetrated South African market. Across the rest of its markets Virgin Active is the leading large format, full service health club chain focused on key metropolitan centres. It is the number one health club operator by revenue in the UK and Italy, and it has strong positions in both Iberia and Australia. It has also started building a business in the fast growing Asian markets, having opened clubs in Singapore and Bangkok over the last two years.

In the ten years between 2004 and 2014 (which included the acquisitions of Esporta clubs in the UK and Spain and Holmes Place clubs in the UK), Virgin Active grew its revenue at a CAGR of 22% and its underlying EBITDA at a CAGR of 20% on a constant currency basis.

The transaction was led by partners, Andrew Ballheimer and Simon Toms, and associate, Claire Coppel. Allen & Overy’s relationship with Virgin Active and Virgin Group is led by Andrew Ballheimer.