Davis Polk Advises Ocado Group plc on Its Consent Solicitation

Davis Polk advised Ocado Group plc in connection with its successful solicitation of consents from holders of its 4.00% senior secured notes due 2024 (“2024 Notes”) relating to the formation of a 50/50 joint venture between Ocado and Marks and Spencer Group plc (“M&S”) in respect of Ocado’s UK retail business.

Over the last six months, Ocado has shifted from its heritage as an iconic and much-loved domestic pure-play online grocer in the United Kingdom to its future as a technology-driven global software and robotics platform business, providing a unique and proprietary end-to-end solution for online grocery, and an innovation factory, applying their technology expertise to adjacent markets and other verticals. The JV with M&S becomes one of its now eight global partners whose online business will be enabled by Ocado's proprietary technology solution.

M&S is one of world’s leading retailers, headquartered in the United Kingdom, with presence in 57 countries. They specialize in clothing, home products and food products retail. M&S operate as a family of accountable businesses bound together not only by a common consumer brand but also by shared sites, employment values and customer data.

In connection with the creation of the joint venture, Davis Polk also advised Ocado on certain intra-group reorganizations, a partial redemption of the 2024 Notes, a separate sale of assets and certain releases of guarantees and collateral under the indenture.  

The Davis Polk corporate team included partners Reuven B. Young and Jeffrey R. O'Brien, counsel Radoslaw Michalak and associates Andrew Rowe, Paula Querol and Tanu Sinha. The corporate team advising as to English law included partner Dan Hirschovits, European counsel John Taylor and associate James Harmer. Members of the Davis Polk team are based in the London and Madrid offices.