Not many can know what it is like to leave the field victorious after a battle with Robert Tchenguiz and some of the biggest private equity houses in the world. In securing Spirit - one of the biggest pub auctions ever in value terms - Punch took everyone by surprise. Tchenguiz and his team at R20 had offered Spirit's advisers £100m more than Punch, yet given the certainty of Punch's funding and its ability to deliver the deal quickly, Merrill Lynch went will the lower offer of just under £2.7bn. It is also thought that Punch gave various assurances on wide-ranging issues, such as tax and pensions liabilities. It goes to show that the highest offer is not always the best. Punch paid 10 times earnings (before interest, tax, depreciation and amortisation), which is a fairly typical multiple in the pub sector right now. The deal means that its net debt is 7.5 times its ebitda. Such a ratio moves the company into the realms of private equity and means its interest cover is down to a racey 1.7 times. However its huge cash generation, plus predicted disposals, means that this situation will be short-lived. With lucrative onward sales the £2.7bn price tag may start to look very attractive. As Peter Hansen writes in the latest edition of M&C Report, Punch had proved itself adept in taking out companies that need major surgery and profiting from the break up. This would certainly seem to be the case at Spirit. Onward sales are dependent on resolving Spirit's complex financial structure, which includes securitised bonds and sale and leasebacks structures. These are said to run across all brands and segments of the business. Assuming these issues can be overcome, there may be sizeable secondary deals. For the moment Punch is taking a relatively cautious approach, converting just 750 pubs to lease, although this is still a huge undertaking and represents a significant degree of executional risk. Shareholders will be comforted by the fact that chief executive Giles Thorley does have extensive experience in such situations, having lead a similar conversion exercise at Nomura when the Voyager estate was rolled into Unique. The remaining 1,050-odd pubs will continue to be run by the current Spirit team, although it is not clear if senior management led by Karen Jones will hang around for long. They are thought to have banked around £30m from the deal. The transaction will once again bring the managed-leased debate into sharp focus. At what point do you hand the keys of a managed house over to a lessee? The lines, in terms of weekly sales, are becoming increasingly blurred. This situation may prove a good opportunity for companies such as Massive and Honeycombe, who can offer Punch a multiple-site solution. Punch may use Spirit to grow GRS, a wholly-owned subsidiary it inherited through the Pubmaster deal, which operates managed pubs. GRS started life as a temporary management company - essential for a large-scale leased company - but recently it has been taking on larger Punch pubs and, through capital expenditure, transforming £5,000-a-week pubs into £15,000-a-week managed houses. Essentially, through GRS, Punch is building a managed estate. It is a variation on the property company-operating company model operated by Robert Tchenguiz. It may be that Punch discovers a good deal more Spirit pubs are appropriate for conversion to lease. Although it recently churned the estate with the sale of 345 pubs last December and a further 178 in the summer, there is a sense that there is a great deal of housekeeping to do at Spirit. In reality it still has a large number of pubs that do not cut it as managed houses, and certainly would not make it in to the estate of Mitchells & Butlers. Talking of M&B, its management must be delighted. The deal leaves the 2,000-strong group as the only established and specialist managed house operator of any scale in the UK. The next largest are the estates operated by Greene King and Wolverhampton & Dudley. Tim Clarke and his team will also be confident of benefiting from the anticipated disposals Punch will make. There is little doubt that the prize for M&B is the Whitbread estate, which comprises the finest collection of managed house assets in the UK. However, the odds of Tim Clarke and his team landing that collection of pubs presently are long and the top quartile of Spirit is one of the few significant acquisitions left for M&B. It would only want 400, possibly 500, Spirit pubs such as the Chef & Brewer and John Barras brands. If acquisitions don't raise M&B's weekly batting average of more than £16,000 in sales per pub, it isn't interested. This may put it at a disadvantage because other potential bidders may want more. An ambitious W&DB or Greene King, not to mention Robert Tchenguiz, would probably take as many as Punch are prepared to sell. It will be interesting to see how the situation unfolds and if Punch can engineer significant profits from onward sales. For the moment the management will have its hands full. The deal catapults Punch to the top of the league. With almost 10,000 pubs - one in six in the UK - it overtakes Enterprise Inns as Britain's biggest landlord. It remains to be seen if, as some are suggesting, this is Giles Thorley's final deal before he leaves Punch for pastures new.