An independent chair to lead an infrastructure group through refinancing

The brief

The group maintains water, rail and power networks across the UK under long-term contracts, with revenue of around £800 million and 4,500 employees. Its private equity owner had held the business for six years, and with a £1.2 billion debt refinancing due within eighteen months, the sitting chair, a partner at the fund, agreed to step aside in favour of an independent.

The brief was demanding. Lenders wanted a chair with experience of regulated infrastructure and a record of steering a business through refinancing. The sponsor wanted someone who understood private equity ownership and would not try to run the company. The chief executive, two years into the role, wanted a chair who would challenge without second-guessing.

The search

Henry mapped 94 sitting and former chairs, senior independent directors and chief executives across utilities, transport and construction. We made 31 discreet approaches, all in person or by phone, and held detailed conversations with 17. Because the sponsor’s plans for an eventual sale were not public, every candidate signed a confidentiality agreement before hearing the company’s name.

Three candidates reached the shortlist, and each met the sponsor’s investment committee, the chief executive and two of the group’s lenders. The process nearly unravelled in week seven, when a trade publication reported that the group was looking for a new chair and named a candidate who was not on our list. We called all three shortlisted candidates that morning, before they could read it elsewhere, and none withdrew. The board appointed its preferred candidate, a former chief executive of a regulated water company, in week nine.

The outcome

The new chair attended the first lender meetings within a month of joining and led the board through the refinancing, which closed four months early on improved terms. A board effectiveness review in the chair’s first year led to two further non-executive appointments, both handled by Roster. Ten months after the appointment, the sponsor has extended its hold period, and the chief executive describes the relationship with the board as the most constructive in the group’s history.