AUS
NZ
UK
CA
USA
FRA
GER
ESP
ITA
NLD
PRT
SWE
GRC
IND
POL
BRA
ZAF
RUS
CHN
UAE
On August 9, 2024, Hargreaves Lansdown plc (LSE:HL) announced a significant development in its corporate structure with the endorsement of a recommended cash acquisition by Harp Bidco Limited (Bidco). This acquisition aims to secure the entire issued and to be issued ordinary share capital of HL and will be executed through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The details of the acquisition are outlined in a Scheme document, which was circulated to HL shareholders and relevant stakeholders on September 6, 2024.
The terms of the acquisition stipulate that the transaction will be conducted as per the agreed-upon conditions, providing a clear framework for both HL and Bidco to ensure a smooth transition. The Scheme document serves as a comprehensive guide for shareholders, detailing their rights and the implications of the acquisition.
To facilitate this acquisition, various financial entities have committed to providing the necessary funding. On August 2, 2024, HPS Investment Partners, KKR Credit Advisors, Apollo Global Management, and Blackstone Credit, collectively referred to as the "Original Term Lenders," signed a commitment letter to provide Bidco with an interim senior term loan amounting to £1.75 billion. This financing is essential for the successful completion of the acquisition, and additional agreements, such as the Original Closing Payments Letter and the Interim Facilities Agreement, were established to outline the funding process.
As the process unfolded, on September 19, 2024, additional funds and entities joined the financing framework. Oaktree Capital Management, PineStreet Asset Management, AlbaCore Capital, LGT Capital Partners, StepStones Group, Novo Holdings, HSBC Bank plc, Mizuho Bank, and MUFG Bank, Ltd. became participants under the Interim Facilities Agreement through a transfer certificate. This integration led to the amendment of the Original Commitment Letter and other related documents to accommodate the new lenders.
The most recent development occurred on September 26, 2024, when further financial backing was secured. New lenders, including Korea Investment and Securities Co., Ltd, KDB Asia Limited, Sona Asset Management, and The Public Sector Pension Board (PSP Investments), agreed to join the funding effort through another transfer certificate. This participation prompted additional amendments to the financing documents to reflect the contributions of these new interim lenders.
As the acquisition progresses, Bidco and HL remain committed to ensuring that all regulatory and shareholder conditions are met to complete the transaction successfully. The involvement of a diverse range of financial institutions highlights the strong backing for the acquisition and the confidence in the future direction of Hargreaves Lansdown as it transitions under Bidco’s ownership.
