Allen & Overy

"I worked some long hours, but I learnt a lot from the deal."

Endemol NV is a media company that produces and owns interactive shows, such as "Big Brother" and "Deal or No Deal". A consortium made up of two funds (one Spanish) along with a private equity group set up a company, Edam Acquisition BV to purchase Endemol.

To purchase the shares, Edam raised money by entering into a syndicated loan. We acted for the loan arrangers.  Before the money could be lent and the shares bought, a number of conditions had to be satisfied. I was in charge of ensuring all the conditions were satisfied. One minute, I was on the phone to a director of a management consultancy, asking for his report, the next I was asking Edam's lawyers to send over board minutes, the next I was asking Endemol's lawyers to send their notary letter so I could check it. Once I had all the documents, I drafted a condition precedent satisfaction letter, which was sent to the banks so they could transfer the money.

As the borrower's consortium had Dutch and Spanish organisations, A&O's Amsterdam and Madrid offices were heavily involved. As we were running the deal in London, we were in constant contact with our international offices. Our clients, the bank group, were also situated in different international locations, for example one was based in Amsterdam. I was in constant contact with the arrangers, answering their questions, chasing documents for them and having them sign the various agreements. Once the deal closed, I had to register the English security that was granted by Endemol (a Dutch company) in favour of the banks (international group of arrangers).

Working on the transaction was very interesting. The fact the share purchase occured at the same time as the loan, meant I got to see the corporate aspect of the deal alongside the banking aspect. The structure of the deal was complex, special purpose vehicles were set up to facilitate the purchase and grant security. As a fan of Big Brother, I was excited by the fact that I was helping fund the purchase of the company that owns the programme.

I worked some long hours, but I learnt a lot from the deal. The most gratifying moment came when I received a thank you note from the partner.