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Sunday, November 22, 
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Dealwatch: Punch Taverns

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punchpubs%2C1.gifIt seems U.K. pub groups Mitchells & Butlers plc and Punch Taverns plc are entangled in a curious game of cat and mouse.



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M&B said April 14 it was considering picking up a $3.7 billion piece of Punch Taverns, the U.K.'s No. 2 pub operator by market value. It's a change of tack for M&B, which put itself up for sale in January and fielded an offer from Punch itself, only to see it withdrawn the next month.

In pursuing a deal with Punch, M&B said April 14 it was considering turning to PE investors who have in fact been gearing up for a possible investment in M&B. As recently as April 10, sources confirmed for The Deal's Jonathan Braude that Blackstone Group LP and CVC Capital Partners were working on an indicative bid for a minority share of M&B, the debt-ridden pub and restaurant operator. Permira Advisers LLP also made an offer for a stake worth up to 29.9% of M&B, and Bain Capital LLC was also thought to be in the running.

Punch in February put forth a $3 billion bid for M&B that it later pulled. It seems M&B's pension deficit, its perceived cash shortage and the slow pace of deal talks were behind the retreat, The Deal's Laura Board noted. Also contributing to profit deflation is a recently introduced smoking ban.

Back in January, Punch indicated it might get back on the M&A wagon and that it was talking with M&B, five months after it said it was considering its strategy. The company, which has the most outlets in the U.K., had been talking with No. 3 M&B that could have yielded a $22 billion company. Mitchells on Jan. 29 reported a £274 million ($541 million) loss from closing hedges related to an abandoned real estate joint venture, effectively putting itself on the block, Board noted. (CVC, TPG, Cinven, Permira and Blackstone, many of whom have dabbled in this area, as well as property tycoon Robert Tchenguiz, who has a 23% stake in M&B, were also named as possible suitors in press reports.)

A Punch Taverns-M&B deal, Board wrote, "would follow well over a decade of asset-churning among U.K. pub operators as many of them exit brewing and focus on selling more food in upscale outlets."

Punch began in 1997 after the acquisition of Mitchells' predecessor Bass plc's leased pub portfolio. The target would have added 2,000 owned and managed outlets to its own 8,400. For 2007, M&B had sales of 1.9 billion pounds, slightly above Punch's 1.7 billion pounds. Mitchells traces its inception to 2003, when Six Continents plc split in two. Six Continents' predecssor was Bass plc, which changed its name after selling Bass brewing interests.

Punch in September 2007 said it was weighing its options. The company signaled it could spin off its Spirit managed pubs business, make an acquisition or orchestrate a cash payout to shareholders as it credited poor weather and flooding for hammering its pretax profit for the year ended Aug. 18, saying it would come in 2% to 3% lower. Spirit consists of 888 pubs, most of which Punch picked up with is $5.4 billion deal for Spirit Group Holdings Ltd. in January 2006. Punch itself has another 7,561 leased pubs. In April 2007, the pub group said it would sell 869 leased and tenanted pubs to privately held Admiral Taverns Ltd. for $653 million.

PUNCH DRUNK

The September 2007 news comes a year after Punch acquired the 82 Mill House Inns Ltd. pubs from Bank of Scotland plc for £169 million ($343 million). Also in 2006, Punch handed $1.1 billion worth of pubs to Menlo Park, Calif., buyout shop GI Partners, while it was digesting Spirit Group. The company has seen a flurry of activity over the last few years.

In buying Spirit, Punch gulped down 1,808 watering holes from TPG, CVC, Blackstone and Merrill Lynch & Co. and became the largest operator in the U.K. It announced plans May 22, 2006, to divest 380 pubs with expectations of reaping an undisclosed amount, some of which may fall into the "golden brick" category, where the outlets are more valued for the land upon which they sit than their business as pubs, a company rep told The Deal. The 29 that were initially divested fell into that category.

  • In recent years, the industry has been consolidating, with companies such as Punch acquiring holdings from smaller owners, cleaning up the divey ones and boosting profits by adding pub grub alongside other bar amenities.
    • Punch first wooed Spirit Group in December 2005 with its blockbuster offer, edging out former No. 1 pub group Enterprise Inns plc.
    • In September 2004, Punch paid Alchemy Partners LLP $646 million for InnSpired Group Ltd.
    • That December, Punch unloaded 545 pubs for $312.5 million, more than half the 1,016 it took in its InnSpired buy. The 545 had lower annual profits that the 417 Punch planned to hang on to.
    • In November 2003, Punch nearly doubled its existing portfolio taking Pubmaster Ltd., 3,110-pubs-strong, for $2 billion from shareholders including Rotch Property Group Ltd. and WestLB AG.

PUB CRAWL

Other buyers have long thirsted after British pub groups.

  • U.K.-based Whitbred plc said July 21, 2006, it would unload 239 pub/restaurants to M&B for $918 million, just two months after a bidding group that included Goldman, Sachs & Co. and real estate tycoon Robert Tchenguiz abandoned plans to acquire M&B, a deal that could have drawn $6.08 billion.
  • Before Punch swooped in, Spirit Group drew a healthy auction, with interest from former WestLB banker Robin Saunders and Tchenguiz, as well.
  • Also in 2005, Fuller, Smith & Turner plc took family-owned George Gale and Co. Ltd. for $160.2 million.
  • In July 2004, Green King plc picked up Laurel Pub Co.'s neighborhood joints for $1.21 billion as the seller moved to focus on smaller, urban chains.

IN CASE YOU WERE CURIOUS

A few inquiries from Punch's "Ask Giles" section of its Web site, where the company's chief executive will sort of answer reader questions:

  • "How do you maintain morale amongst your retailers when they are paying so much for beer and soft drinks?"
  • "What makes Punch different or better than its listed competitors in the same business?"

MEASURED RESPONSE

  • Punch floated in London in May 2002 at a reduced price just two weeks after postponing its public debut, first announced that April. The pub operator was once a portfolio company of TPG until the Fort Worth- and San Francisco-based buyout firm unloaded its remaining 21.8% holding in December 2003, which sent its stock plunging. TPG also wasn't the first, or the last, firm to cash out of British pubs. --Carolyn Murphy
Dealwatch executive summary
The Date
The Action
4.15.08
4.10.08
3.28.08
2.04.08
M&B is thirsty for Punch.
PE firms turn toward M&B.
Punch pulls M&B offer.
Punch talks mergers with Mitchells & Butlers.
9.06.07 Punch considers its next move.
4.2007 Punch agrees to sell pubs for $653 million.
9.14.06 Punch grabs Mill House Inns' 82 pubs for £169 million.
7.21.06 Whitbred sells $918 million worth of pubs to Mitchells & Butlers.
6.08.06 GI Partners guzzles 290 Punch pubs.
5.23.06 Punch unveils plans to unhand 380 pubs.
5.08.06 A bidding vehicle of Goldman Sachs and Robert Tchenguiz abandon what could have been a $6 billion-plus takeover of Mitchells & Butlers.
4.11.06 Scottish & Newcastle pick up Foster's brand name for $539 million.
12.01.05 Punch woos Spirit with a $4.6 billion offer. (See related Deal memo.)
11.28.05 Tchenguiz hopes for exclusive talks with Spirit Group.
11.09.05 Fuller, Smith & Turner takes George Gale for $160.2 million. (See related Deal memo.)
10.2005 Robin Saunders is reportedly interested in a go for Spirit.
6.27.05 Buyout shops reap gains on pub group exits.
12.2004 Punch gains $312 million when it unhands 545 of InnSpired's less-profitable assets.
9.2004 Punch pays Alchemy Partners LLP $646 million for InnSpired Group Ltd. (See related Deal memo.)
7.2004 Green King picks up Laurel Pub's neighborhood bars for $1.21 million. (See related Deal memo.)
12.2003 Texas Pacific Group announces unhanding its remaining 21.8% stake in Punch to institutional investors, which sends the pub group's stock plunging on the LSE.
11.06.03 Punch takes Pubmaster for $2 billion, nearly doubling its portfolio.
5.20.02 Punch tests public waters at a reduced price, two weeks after postponing it.
5.16.02

The pub operator postpones its $365 million public debut.

4.30.02 Punch Taverns says it will go public and float on the London Stock Exchange.

Source: The Deal




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