Freshfields, Proskauer and Dickson Minto land roles on £1bn Spire PE takeover

Dickson Minto and Proskauer are advising a private equity-backed consortium on its £1 billion takeover of Spire Healthcare, in the latest deal to take a major UK-listed company private.

Spire’s board has agreed an offer from a consortium comprising London private equity firms Toscafund and Three Hills, and US investment giant Ares.

The deal follows months of negotiations over Spire. Toscafund was already the healthcare group’s second-largest shareholder when it made its initial approach, while earlier talks with private equity firms Bridgepoint and Triton ended after both walked away in March.

Spire is the UK’s largest private hospital group, operating 38 hospitals and more than 55 clinics across England, Wales and Scotland.

The FTSE 250 company is no stranger to private equity. Cinven previously owned the business before listing it in London in 2014, with Freshfields advising on the IPO.

Scottish firm Dickson Minto is advising the acquisition vehicle and Toscafund, while Proskauer is acting for Three Hills and Ares. Freshfields is advising Spire.

City firms line up

Proskauer has several London teams working on the transaction, with private equity partners Liam Arthur and Andrew Wingfield leading its advice to Three Hills and Ares on the takeover and their consortium arrangements.

Separate teams led by partners Peter Mason and Alexander Griffith are advising Three Hills and Ares respectively on the financing, while the firm is also providing real estate and tax advice.

Freshfields’ team for Spire is led on the corporate side by London corporate partners Claire Wills, Tamara Young and Meredith Bayley, alongside lawyers across competition, employment, regulation, real estate and tax.

The mandate is a notable one for Dickson Minto. The Edinburgh-headquartered firm relaunched its City office in 2023 after a seven-partner private equity team left for Milbank the previous year.

Another UK company goes private

The takeover adds to a wave of private equity-backed deals for UK-listed companies this year.

Just last week, another roughly £3 billion of take-private deals were announced, with firms including Gibson Dunn, HSF Kramer and Bird & Bird landing roles as buyout groups continue to target companies on the London market.