Latham & Watkins Advises Apollo on Concord’s Proposed US$1.4 Billion Acquisition of Hipgnosis

Latham & Watkins has advised Apollo on various arrangements in relation to its debt and equity funding of the recommended cash offer by Concord Chorus Limited (Concord) for Hipgnosis Songs Fund Limited (Hipgnosis), pursuant to which Concord will acquire the entire issued and to be issued share capital of Hipgnosis (the Acquisition). It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Guernsey law. The cash consideration payable to Hipgnosis shareholders under the Acquisition values the entire issued and to be issued ordinary share capital of Hipgnosis at approximately US$1.4 billion. Apollo has committed to provide financing for the Acquisition in the form of debt capital, as well as a minority, indirect equity interest in the Concord-controlled Bidco. The Acquisition remains subject to regulatory and shareholder approval and is expected to close in Q3 2024.

Latham’s cross-border corporate team was led by London partner Doug Abernethy, New York counsel Julian Azran, and New York partners Michael Anastasio, Rick Press, and Paul Kukish, with associates Chris Ramsey, Isabelle Knapton, and Abigail Keyes. Advice on UK antitrust matters was provided by London partner David Little and counsel Ludmilla Le Grand, with associate James Mathieson; on US antitrust matters by Century City partner Makan Delrahim, New York partner Katherine Rocco, and Washington, D.C. partner Patrick English, with associate Charlie Beller; and on tax matters by London partner Helen Lethaby and Silicon Valley partner Katharine Moir, with associates Sam Duncan and Jake Meninga.