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Clifford Chance advises LV = on £530m acquisition by Bain Capital

16 December 2020

Clifford Chance advises LV = on £530m acquisition by Bain Capital

International law firm Clifford Chance advised Liverpool Victoria Financial Services Limited (“LV=”), the savings, retirement and protection group, on its £530m demutualisation and sale to Bain Capital Credit LP (“Bain Capital”), a leading global private investment firm. The transaction will be effected in stages and will be completed through a Part VII portfolio transfer. Under the proposal LV=’s With-profits business will be ring-fenced in a separate fund and closed to new business. The capital available for distribution is expected to increase by up to 40% as a result of the transaction and will be used to increase payments to With-profits members as their policies mature. Their long-term interests will continue to be protected by an experienced With-profits Committee. The acquisition is subject to regulatory approval and approval from LV= members. It is expected to complete by the end of 2021, subject to the conclusion of the legal process.

On this mandate, Clifford Chance advised throughout LV's strategic review, a full auction process with multiple interested parties and extensive negotiations with Bain as preferred bidder. The firm's role included a significant amount of board level and with profits committee advice.

LV= is a long standing client of Clifford Chance. Previous significant projects for LV= have included a regulatory capital raise, sale of its general insurance business to Allianz and its recent conversion from a friendly society to a company limited by guarantee.

The Clifford Chance team was led by corporate insurance partner Katherine Coates, assisted by director of insurance Riya Sen Gupta, and associates Nancy Li, Disha Gulati, Richard Jones, Tayyibah Mahmood, and Trishya Gandhi and supported by tax (Nick Mace, Simon Corzberg and Lina Le Roux), employment (Chinwe Odimba-Chapman, Francesca Baker and Rebecca Rubin), incentives (Sonia Gilbert, Lauren Evans and Rishiv Rathore), pensions (Sarah McAleer and Matthew Preston), real estate (Mark Payne and Lena McCrae), derivatives (Will Winterton, Tessa Crook and Mariana Cruz), finance (Monica Sah, Sarah Butler and Lisa Fogarty), intellectual property (Leigh Smith) and trainee Imogen Rohrs.