When US cinema chain AMC Theatres wanted to purchase European cinema chain Odeon and UCI from private equity firm Terra Firma it heralded one of the biggest European transactions of the year. The only challenge? The deal coincided almost entirely with one of the most unsettled political periods in UK history: the Brexit referendum.

A truly cross-border approach to dealmaking

spanning Europe, the USA and China

A US$1.2bn transaction

Creating one of the world's largest cinema operators

A best-in-class approach to project management

Driving significant client satisfaction

The challenge

The outcome of the EU referendum sent shockwaves through the dealmaker community.

The market was already in turmoil. Pre-Brexit jitters meant the UK's M&A activity for the year was at its lowest share of global activity since 1980. Several private equity houses had already taken the decision to suspend all activity in the event of a leave vote. Amid an uncertain climate, AMC wanted a law firm it could trust to move the deal forward. It required a trusted partner to:

  • Provide strategic and operational excellence;
  • Deliver a range of legal services across a number of geographies, with multiple stakeholders.

It was no small feat. The volume of work, number of parties, shifting political picture and challenging timescales involved required a new approach.

Kevin Connor

SVP, GeneralCounsel & Secretary at AMC Entertainment Holdings Inc

Pinsent Masons worked closely with and co-ordinated a network of trusted external firms to cover the other jurisdictions, delivering an excellent service. They used their experience of large cap deals to anticipate challenges; they staffed the transactions appropriately, and communicated efficiently internally and across the network. They were technically excellent, trustworthy and a pleasure to work with.

The solution

Pinsent Masons was the lead legal adviser and facilitator of the deal, acting as the central nerve centre for coordinating all legal activity across seven jurisdiction and removing the onus on the client to oversee legal delivery.

In order to execute the transaction seamlessly Pinsent Masons pioneered new methods of project management methodology. It combined the latest technology with tried and tested precedents to achieve maximum efficiency.

A typical approach would have been to outsource the project management function to a third party corporate finance team. Instead we deployed our own project management approach which has been developed, codified and refined after significant client consultation and road-testing.

In this instance, it meant we were capable of effectively and efficiently managing large volumes of information across the UK, Germany, Spain, Portugal, Italy, Austria and Ireland. Transparency, cost control, and efficiency were all ingrained into the process.

The result

Our approach to allying legal excellence with cutting edge project management helped secure the first billion dollar sale of a UK company following the referendum, totalling £921 million ($1.2 billion).

The deal was of core strategic importance to AMC, heralding its emergence as the largest cinema operator in the world.

Perhaps the strongest barometer of success is when a transaction turns into a relationship. That Pinsent Masons has subsequently advised AMC on the US$929m acquisition of Nordic Cinema Group is a strong indication of the success of the initial transaction.

Out-Law / Your daily need to know

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