TOGETHER WITH

Table of Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• IN OTHER NEWS 🗞

• AROUND THE WEB 🌐

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

Every law firm has deal announcements on their websites — but they barely scratch the surface of what the firm actually did.

Well, today we’re changing that.

This week, we’ve been working with Fried Frank to break down one of their biggest recent deals.

And I genuinely think it’s the most in-depth article we’ve ever written.

That’s because we sat down with the lawyers who worked on the deal and asked them every question I wish I could have asked when I was applying to law firms.

So, I want to know: Does this kind of in-depth article help you?

Once you’ve read it, I’d let me know your thoughts by completing this poll.

If the feedback’s good, we’ll do more of these.

Anyway, let’s get into it.

- Idin

P.S. Fried Frank’s training contract applications are open — apply here.

(Oh, and if you’re applying — it’s pronounced “Freed Frank,” not “Fried Frank”)

FEATURED REPORT 📰

🍕 How Fried Frank helped rescue Pizza Hut

What’s going on here?

Over the last two years, Fried Frank’s London office advised Heart with Smart (HwS), which operates Pizza Hut’s UK dine-in restaurant franchise, on the restructuring and pre-pack administration sale of the Pizza Hut business.

The business was sold to Directional Capital, a private equity firm that also operates Pizza Hut in Denmark and Sweden.

What’s the background?

Like many businesses in the hospitality sector, Pizza Hut’s dine-in business struggled with the impact of the COVID-19 pandemic, especially amid broader economic difficulties.

To protect 3,000+ jobs and keep many restaurants running, HwS got help from the law firm Fried Frank to find a solution.

After exploring different options, the best path forward was chosen to be a pre-pack administration sale (we’ll cover what that means in the next section).

What options does a struggling company have?

When a company can’t pay its debts it has a few options, including:

1. Company Voluntary Arrangement: The company negotiates an agreement with some of its creditors in relation to its debts. At the same time, the business continues to trade.

2. Liquidation: The company is closed and its assets are sold to pay off debts.

3. Administration: A licensed insolvency practitioner (usually an accountant or financial advisor) takes control of the company from its directors to try to rescue it. The administration takes steps to achieve a better result than being put in liquidation, or selling assets in a way that returns money to certain of its creditors.

What is pre-pack administration?

Administration is usually a good choice if a company can still be saved (it can mean the company avoids being closed in a liquidation).

In an administration, you have two options.

Option 1. Traditional administration: The administrator takes over the company, keeps it running, and looks for the best way forward. They might restructure or rescue the business, sell assets, or close it down, depending on what the administrators believe works best for the company's creditors.

If the administrators decide to sell off the company’s business or assets, the marketing and sales process takes place while the company’s in administration.

Option 2. Pre-pack administration: The company agrees on a plan for the business — usually a sale of the company’s business or assets — before entering administration. This means the marketing and sales process will happen before the company goes into administration. Then, the sale takes place immediately after the company goes into administration.

This approach helps business operations run smoothly. In this case, HwS arranged to sell Pizza Hut’s UK business through this route.

What are the benefits of pre-pack administration?

📰 Limiting media exposure: Administration is a public process, and when well-known brands go into administration, the media usually report on it. So, the pre-pack route helps keep things quiet until after the sale has taken effect — which can maintain the value in the business and preserve brand image.

🔄 Keeping the business running: In a pre-pack scenario, the company’s directors stay in charge while the sale terms are being negotiated (with the administrators taking over just before the sale takes place). Since they know the business best, the directors keep things running smoothly, which helps the handover to the buyer, preserves value in the business and protects its reputation with customers.

⚡ Faster and cheaper: Because the sale is arranged before administration, it avoids a long, costly insolvency process — in a pre-pack, the sale happens immediately after the company enters administration.

What was Fried Frank’s role in this deal?

🔀 Advising on the different options: Fried Frank helped HwS and its board of directors (together with its financial advisors, Interpath Advisory) explore different solutions (like pre-pack or standard administration).

They guided HwS in choosing the best approach based on its goals, which included keeping the business going and protecting the 3,000 jobs where possible. That led to the decision to use the pre-pack administration procedure.

💰 Running the sale process: Fried Frank helped with structuring and managing an accelerated M&A process (called a pre-pack administration sale), considering the offers received and negotiating terms with the ultimate buyer, Directional Capital.

They then drafted the sale and purchase agreement (SPA) and other key documents needed to transfer the business smoothly.

👥 Handling the employee transfers: There’s a UK law called Transfer of Undertakings (Protection of Employment) Regulations 2006 (or TUPE) – this ensures that when a business is sold, its employees’ contracts automatically transfer to the new owner, which protects jobs.

In this case, 3,000+ Pizza Hut UK employees transferred to Directional Capital. Fried Frank (along with specialist employment counsel) advised on this process.

Why restructuring is an interesting area to work in

Restructuring is fast-paced, varied, and full of problem-solving. 

At Fried Frank, the team collaborates with a range of stakeholders, including struggling companies, lenders, investors, and insolvency practitioners.

One day, you might be guiding directors through insolvency for the first time. On another, you could be helping investors buy or sell a distressed business in a tight timeframe — each deal requires a different approach to the same challenge.

As Amy Faraday, a senior associate at Fried Frank, puts it: "No two deals are ever the same. You’re constantly switching between industries, from retail to energy to hospitality. 

The trick is to be adaptable, focused, and practical — especially when the business is under huge pressure.  Clients expect clear guidance to help steer them through the transaction to a successful conclusion."

And sometimes (like in this deal) it’s not just about the law — you could be saving businesses, protecting jobs, and finding real solutions in tough situations.

Interested in a training contract at Fried Frank?

IN OTHER NEWS 🗞

• 🇧🇪 Travers Smith is setting up a new office in Brussels. The main reason for the move? Competition law. Brussels is where the European Commission for Competition is based (the EU’s main competition regulator). So, having a physical presence there makes sense. Other big firms like Slaughter and May, Paul Weiss, and Goodwin have already opened offices in the Belgian capital.

• 💰 Latham & Watkins just hit $7 billion in annual revenue, up 23% in a year! They managed this without hiring much — only growing their headcount by 4% (to less than 4,000 lawyers). They’re now the second law firm ever to cross the $7 billion mark, behind Kirkland & Ellis at $8.8 billion.

• ⚖️ Asda just lost a key battle in a £1.2 billion equal pay case. The UK Employment Tribunal refused to revisit its earlier decision that Asda may have breached equal pay laws by paying retail workers (mostly women) less than warehouse staff. This follows a similar case against Next — which we wrote about. Leigh Day, the law firm representing the retail workers, also led the case against Next. Now, Asda must prove the pay gap isn’t based on sex — if they can’t, they’re likely to lose.

• 😔 Seven trainees have been left scrambling for jobs after RBG Holdings collapsed. The firm, which owned the two law firms Rosenblatt and Memery Crystal, shut down earlier this year. While most of Rosenblatt was bought out, Memery Crystal is closing, leaving trainees stranded — seven are still searching for a job. Some believe that partners did their best to place them, but others see it as unfair that staff were left behind.

AROUND THE WEB 🌐

• 🍿 Watchlist: Thousands of hidden gems tagged by streaming service

• 💻️ Useful: A free online tool that summarises YouTube videos

• 🧠 Game: This puzzle challenges you to guess the hidden words in brackets — it’s one of the hardest but most addictive games I’ve played

STUFF THAT MIGHT HELP YOU 👌

• 📹️ Free application help: If you're applying to commercial law firms, check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.