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01 Sep 2022

Stephenson Harwood advises on Abellio UK and Nederlandse Spoorwegen management buyout

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Law firm Stephenson Harwood LLP has advised longstanding client Abellio on the management buyout (MBO) of Abellio UK from the Dutch state-owned rail company, Nederlandse Spoorwegen.

The MBO, which was led by Abellio UK managing director Dominic Booth, will establish a new UK-based company, Transport UK Group Limited, that will take over all of Abellio UK’s interests in existing transport services by the end of 2022. These include more than 50 London bus routes and four of the UK's rail passenger services - East Midlands, West Midlands (known as London and North Western Railway), Greater Anglia and Merseyrail in a 50/50 partnership with Serco.

"This is an exciting strategic development for our client, as Dominic and the team seek to play a fundamental part in the future of the UK's transport network," said Ben Mercer, corporate finance partner, Stephenson Harwood. "Transportation & trade is a key sector focus for the firm, and this matter demonstrates our ability to advise our clients on their most challenging and complex deals. It required in-depth expertise from Stephenson Harwood's corporate finance, rail/bus, tax, asset finance, employment, pensions, incentives and competition teams."

Abellio has been operating in the UK since 2003, and Dominic Booth was appointed managing director of Abellio UK in 2007. It currently operates – either on its own or in joint venture with others – four train companies, and approximately 10% of the London bus market in partnership with Transport for London.

"This is a significant deal for the UK transport sector, as key interests in bus and rail services transition back to UK ownership," said Tammy Samuel, Abellio client relationship partner and co-head of rail/bus, Stephenson Harwood. "We were pleased to advise the Abellio management on this complicated MBO, and provide our in-depth understanding of, and experience in, the rail and bus industries across a number of legal disciplines, having previously advised Abellio on a number of their key projects including the mobilisation of its East Midlands franchise for the Department for Transport back in 2019, Emergency Measures arrangements put in place due to COVID, on National Rail Contracts for its rail businesses and bids for future bus interests."

The deal is subject to formal approval from Abellio's partners, including the Department for Transport, Transport for London and Merseytravel, as well as regulatory consent from the Office for Rail and Road.

The Stephenson Harwood team comprised a cross department team of corporate finance partners Ben Mercer and Duncan Stiles, managing associates Tom Finden and Alexa Whitehead, and associates Matt Kinghorn and Charmaine Yuen; tax partners John Meehan and Kate Worthington; rail/bus partners Tammy Samuel and Darren Fodey, managing associate Caroline Hooton and associates Philip Powell and Sophie Hutchinson; asset finance partner Lisa Marks and associate Alexander Troop; employment partner Anne Pritam, managing associates Serena Foulkes and Laura Anderson, and associate Matilda Whittingham; incentives partner Nicholas Stretch; pensions of counsel Naeem Noor and associate Ela Olejnik; competition partner Marta Garcia; legal analyst Andres Bayona Garcia; and paralegals Clare Coverdale, Dharshini Raviendran and Natasha Jauncey Mckim.

The award-winning Stephenson Harwood rail team acts for public bodies, private sector operators and owning groups, financiers, lessors, industry bodies, infrastructure owners, and manufacturers.

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