Ashurst advised William Hill on its rights issue, announced on 1 March, which is being launched to fund the acquisition by William Hill of the remaining 29% of its online joint venture, William Hill Online, currently held by Playtech. At the time the joint venture was established, on which Ashurst advised in 2008, William Hill was granted a call option exercisable in either 2013 or 2015. Following three consecutive years of 20%+ net revenue growth, the fair value mechanism as set out in the shareholders agreement was recently invoked, and valued Playtech's stake at approximately £424 million. Having notified Playtech of its intention to exercise the call option, William Hill will now proceed to complete the acquisition by 30 April 2013. The consideration payable will be satisfied in part by the proceeds of the rights issue, and as to £50 million by drawing down funds from a bridge credit facility negotiated by Ashurst in late 2012.
The 2 for 9 rights issue is fully underwritten by Citi, Investec and Barclays. This latest instruction for Ashurst follows closely behind its role on the acquisition by William Hill of the Australian and Spanish online businesses of Sportingbet plc, for which Sportingbet shareholder consent was obtained on 21 February.
The Ashurst team was led by Anthony Clare with corporate partner Jonathan Parry. The UK team included senior associate Karin Kirschner, associates Rajvir Jheeta and Yoana Yoshovska, solicitors Jessica Higginson and Ed Thomson-Glover. Partner Mark Lubbock advised on the intellectual property and IT aspects. US securities partner Jennifer Schneck assisted by associate Jessie Heners also advised.
Skadden, Arps, Slate, Meagher & Flom acted for the underwriters.
Commenting, Anthony Clare said:
"Having acted on the original setting up of William Hill Online back in 2008, it is gratifying to see how transformational that deal has been for William Hill in creating an online industry leader, and this strategic step reinforces the board's confidence in its future."
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