Ogier in Jersey advises Three Hills and Ares on acquisition financing for recommended offer for Spire Healthcare

Ogier’s Banking and Finance team in Jersey is advising THCP Advisory Limited (Three Hills) and Ares Credit Funds (Ares) in connection with the acquisition financing for Tulip UK Bidco Limited’s (Bidco) recommended cash offer for Spire Healthcare Group plc. 

Bidco is a newly formed company that will be indirectly owned by a consortium including funds managed or advised by Toscafund Asset Management LLP, Three Hills and Ares. 

Spire Healthcare Group plc (Spire) is a leading independent healthcare group in the UK, operating 38 hospitals and more than 55 clinics across England, Wales and Scotland. The group delivered care to more than 1.36 million patients and workplace health clients in 2025. 

The cash offer values Spire’s entire issued and to be issued ordinary share capital at approximately £1.03 billion on a fully diluted basis, implying an enterprise value of approximately £2.31 billion. The acquisition is expected to be implemented by way of a court-sanctioned UK scheme of arrangement and remains subject to shareholder, regulatory and court approvals and other customary conditions. 

The Ogier team was led by partner Michael Evans, with support from senior associate Penjani Mseteka and associate Sinéad Cullen. Ogier worked with lead counsel Proskauer in London on the transaction. 

Contact our team to find out more.