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2014
c. £500 M
NHP
Debt restructuring and sale of major UK nursing home operating business
Creditor Restructuring & Sell-Side Advisory

Brookland Role

Financial advisor to the Special Servicer of the £1.2bn loan secured on the NHP care home portfolio, the 2nd largest care home business at the time managed by HC-One. Originally appointed to assist in restructuring the transaction, the role eventually evolved to also selling the business.

Transaction Background

The loan had failed to repay in 2009 and following previous attempts to restructure the debt by the Special Servicer (using a global restructuring firm), Deutsche Bank were appointed to sell the business in 2013. By 2014 the sales process collapsed due to various disputes, and a deadlock emerged between different stakeholders including noteholders and the swap counterparty. Brookland were originally instructed to resolve the stakeholder disputes but were eventually asked to take over and run the sales process.

Result Achieved

  • We led negotiations with all the key stakeholders including the swap counterparty (Credit Suisse), NHP/HC-One, the bidders, the controlling creditor, various noteholders and other transaction counterparties. Also formed a committee of Class A Noteholders to approve the sales process (given they could direct the Special Servicer to take certain action).
  • Successfully unlocked the various disputes that prevented the sale completing, including negotiating an appropriate settlement with the swap counterparty and obtaining approvals from Class A Noteholders and the controlling party.
  • Maintained competitive tension with bidders throughout the sales process and ultimately negotiated and executed the sale to the winning bidder, Formation Capital.
  • Jeremy Jensen, CRO at NHP, said: “This was one of the most difficult turnarounds that Aaronite has led in this sector……. Brookland has done an absolutely outstanding job and was pivotal in the successful outcome of creditor and bidder negotiations which led to the consummation of this deal and I look forward to working with them again.”