Apollo easyJet takeover fees near £334mn in major City windfall

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Apollo easyJet takeover fees

Highlights

Apollo will pay £280mn in adviser fees including £190mn for acquisition financing, while easyJet pays £54mn, totaling £334mn for the takeover.
Apollo's latest £280mn approach topped rival Castlelake and will delist easyJet after over 20 years, with promises to upgrade its market position and finances.
Ownership structure adjustments require easyJet to remain majority EU-controlled, reducing Apollo's board influence and increasing founder Sir Stelios Haji-Ioannou's stake and board presence.

Fee breakdown and deal structure

As reported by the Financial Times, Apollo is set to pay £280mn to advisers including bankers, lawyers and public relations firms, with £190mn of that total allocated to arranging financing for the acquisition. EasyJet is due to pay about £54mn under the latest scheme document released on Thursday.

Barclays, PJT and Citigroup are advising Apollo financially, alongside communications adviser FGS and lawyers at Paul Weiss. EasyJet is working with Evercore advisers Sir Simon Robey and Simon Warshaw, as well as bankers at BNP, Panmure Liberum and Peel Hunt, communications adviser Teneo and lawyers at Clifford Chance.

Apollo’s move on the airline this summer beats rival approaches from private credit group Castlelake, which had been in talks with easyJet for weeks before Apollo topped its latest proposal. The deal takes easyJet off the stock market after more than two decades as a listed company, with Apollo promising to move the airline further upmarket and improve its financial performance.

Ownership rules and wider market impact

Regulatory requirements remain central to the takeover because easyJet must keep majority ownership and control within the EU. That constraint has pushed Apollo, which is based in the U.S., to design a structure intended to satisfy regulators while limiting its direct influence over corporate decisions.

The scheme document sets out a revised board structure that reduces Apollo’s sway compared with the original plan. Instead of a nine-member board with an Apollo-appointed chair holding a casting vote, the new proposal provides for 10 directors, including four Apollo representatives and two shareholder representatives.

The changes also increase the influence of founder and largest shareholder Sir Stelios Haji-Ioannou, who is expected to join the board as part of the transaction. He is expected to roll over his family’s 15% stake into the private company and hold between 45.1% and 49.9%, giving him the right to appoint two board members.

The easyJet fee pool adds to a broader rise in takeover-related revenues across financial markets. Its £334mn total comes in just below the more than £370mn generated by EQT’s takeover of UK-listed Intertek, while investment banks globally have collected an estimated $115.6bn in fees through the end of the third quarter, according to London Stock Exchange Group data, up 11% year on year and 1% below the 2021 record.

Our earlier report on EQT’s acquisition of Stockbridge outlined how the private capital manager is expanding its real estate platform with a $375 million deal that adds about $37 billion in assets under management, shortly after its purchase of Coller Capital. We also noted that tougher fundraising conditions and slower exits are accelerating consolidation across the sector, pushing large firms to pursue bigger acquisitions and broaden their strategies.

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