Simpson Thacher is representing Bridgepoint Group plc (LSE: BPT) in its definitive agreements to add Energy Capital Partners and affiliated entities (“ECP”) to its group. The transaction, which is expected to close within six months, will see ECP’s senior management and many of its employees becoming significant shareholders in Bridgepoint. The transaction consideration is based on an upfront enterprise value of ECP of £835 million, comprising 235 million newly issued Bridgepoint shares, £233 million of cash, and £179 million of ECP’s existing debt, with an additional 30 million shares being reserved for future issuance to ECP hires / promotions and up to 55 million newly issued Bridgepoint shares being subsequently made available subject to the terms of an earn-out.
The transaction will be implemented by way of an umbrella partnership-C-corporation (an “Up-C Structure”), in connection with which Bridgepoint has set up an English limited partnership to serve as the pooling vehicle for the Bridgepoint group and the ECP group.
ECP, founded in 2005, is a leading equity and credit investor across energy transition, electrification and decarbonization infrastructure assets, including power generation, renewables and storage solutions, environmental infrastructure and efficiency & reliability assets facilitating the energy transition.
Bridgepoint is one of the world's leading quoted private asset growth investors, specializing in private equity and private debt. With more than $38 billion of assets under management and a strong local presence in Europe, North America, and China, Bridgepoint combines global scale with local market insight and sector expertise, consistently delivering strong returns through cycles.
The Simpson Thacher team includes Lucy Gillett, Adam Signy, Deborah Harris, Laura Harris, Tegan Creedy and Fran Towers (M&A - UK); Matt Gabbard, Elizabeth Cooper, Ryan Williams, John Dougherty and Christopher Scavone (M&A – US); William Smolinski, Benjamin Rippeon, Sarah Lindley, Yash Rupal, Caleb McConnell, Phoebe Adams, Darius Meehan, Daisy Dai and Andrew Mandelbaum (Tax); Daniel Lloyd, Wilson Szet, Barnaby Geddes-O’Dolan, Michael Strachan, Dzeneta Masteiko and Seji Choi (Funds); Jamin Koslowe and Jeffrey Penn (Executive Compensation and Employee Benefits); Kate Sinclair, Harry Briffitt and Luca Misseroni (Credit); William Golden and Uma Sud (U.S. Capital Markets); Toby Chun and Deepa Sarkar (Environmental); Etienne Renaudeau, Richard Jamgochian, Josh Buckland, Allison Davido, Susanna Breslin and Luke Cowdell (Antitrust); Steve DeLott (Insurance); Brian Robbins and George Gerstein (ERISA); and Lori Lesser, Kate Mirino and Mark Natividad (Intellectual Property). Irina Nica and Kuai Yu provided invaluable assistance.