Virgin Active’s Part 26A Restructuring Plan

In UK Allen & Overy, Slaughter and May, Travers Smith, advised on the matter.

Allen & Overy advised Virgin Active with a team including Jonathan Bevan (Restructuring & Insolvency), Susanna Charlwood (Restructuring & Insolvency), Claire Coppel (Corporate M&A), Jim Ford (Corporate M&A), Earl Griffith (Restructuring & Insolvency), Hannah Valintine (Restructuring & Insolvency).

Slaughter and May advised Virgin Active with a team including Dominic Robertson (Tax Corporate), Tom Vickers (Picture – Restructuring & Insolvency), Mark Zerdin (Corporate M&A).

Travers Smith advised Virgin Active with a team including Edward Smith (Restructuring & Insolvency).

Virgin Active is implementing a holistic restructuring of the financial and operational liabilities of its Europe and APAC group, involving the injection of additional debt and equity funding by its shareholders (Virgin Group and Brait), the extension of its debt facilities, the restructuring of its UK leasehold estate and concessions from Virgin Group as licensor of the Virgin brand.

The transaction is being implemented by way of restructuring plans under Part 26A of the Companies Act 2006. The restructuring plans were sanctioned – despite active opposition from an ad hoc group of landlords at both the convening and sanction hearings – by Snowden J on 12 May 2021. The judgment in this case is likely to prove an important landmark in the development of the restructuring plan and, in particular, its usefulness as a tool to address operational liabilities.

The Slaughter and May team has worked closely throughout with members of Virgin Group’s in-house legal team. Slaughter and May’s team included Tom Vickers (Picture), Partner, Tim Newey, Associate, Will Boys-Stones, Trainee, Kevin Howes, Associate, Zahra Haji, Associate, Matthew Ward, Trainee, Mark Zerdin, Partner, Hemita Sumanasuriya, Associate, Richard McDonnell, Associate, Ioanna Antcheva, Associate, Dominic Robertson, Partner, Amy Motherwell, Associate.

Restructuring & Insolvency Partner Edward Smith led the Travers Smith team, providing the Plan Companies with advice in the lead up to the preparation of the Restructuring Plan, and developing the property-based compromises contained in the Restructuring Plan. He was assisted by Restructuring and Insolvency Senior Associates Kirsty Emery and Natalie Scoones, with support from the firm’s Real Estate team led by Senior Counsel Sarah Walker, assisted by Senior Associate Emma Sykes.

The core Allen & Overy restructuring team comprised Earl Griffith, Hannah Valintine, Jasmine Norris, Philip Wells and Mark Pugh. The restructuring team worked closely with Allen & Overy’s litigation team led by Susanna Charlwood together with Oli Rule, Edward Levy, Nick Barnhard and Nick Wright (PeerPoint), banking team led by Jon Bevan together with Graham Knight, Danielle Hyde and Megan Chen-Schlote, and corporate team led by Claire Coppel and Jim Ford, together with Arthur Jebb, Zara Sproul, Poppy Kevelighan and George Luther.

Involved fees earner: Jonathan Bevan – Allen & Overy; Susanna Charlwood – Allen & Overy; Megan Chen-Schlote – Allen & Overy; Claire Coppel – Allen & Overy; Jim Ford – Allen & Overy; Earl Griffith – Allen & Overy; Danielle Hyde – Allen & Overy; Arthur Jebb – Allen & Overy; Poppy Kevelighan – Allen & Overy; Graham Knight – Allen & Overy; Edward Levy – Allen & Overy; George Luther – Allen & Overy; Jasmine Norris – Allen & Overy; Mark Pugh – Allen & Overy; Oliver Rule – Allen & Overy; Zara Sproul – Allen & Overy; Hannah Valintine – Allen & Overy; Philip Wells – Allen & Overy; Ioanna Antcheva – Slaughter and May; Zahra Haji – Slaughter and May; Kevin Howes – Slaughter and May; Richard McDonnell – Slaughter and May; Amy Motherwell – Slaughter and May; Tim Newey – Slaughter and May; Dominic Robertson – Slaughter and May; Hemita Sumanasuriya – Slaughter and May; Tom Vickers – Slaughter and May; Mark Zerdin – Slaughter and May; Kirsty Emery – Travers Smith; Natalie Scoones – Travers Smith; Edward Smith – Travers Smith; Emma Sykes – Travers Smith; Sarah Walker – Travers Smith;

Law Firms: Allen & Overy; Slaughter and May; Travers Smith;

Clients: Virgin Active;