It is always satisfying to be instrumental in getting a successful management buy-out off the ground. John Spratt acted for a senior manager of a public company who had the opportunity to take the part of the business that he managed into his own ownership by a management buy-out. John was instructed on behalf of him and his team. His opportunity to complete this MBO existed only in a relatively short window of time, and the challenge was that at the very end of the process it became apparent that one of the members of his MBO team was unlikely if not unable to make the financial contribution to the team which he had promised.
John recalled that one of his clients for whom he had recently acted on the sale of a substantial manufacturing company had mentioned that if John saw any opportunities for him to invest in, then John should mention them to him. John got on the phone to this individual and set up a meeting between him and his present client. They hit it off straight away and not only was the finance provided in short order, but the person John introduced also brought valuable skills to the team.
John is delighted to say that the resulting company went from strength to strength and not too long afterwards John was instructed to act on the sale of the company back into the public sector.
“It is always satisfying to be part of a success at the beginning and at the end of a project,” John said.
The firm was engaged by an English subsidiary of a large listed American company to acquire a Welsh company. The transaction was challenging in that the target company had subsidiaries in America and Australia and a branch office in Dubai.
We headed the transaction and co-ordinated with the client’s overseas lawyers to ensure that the transaction was completed on time and in a cost effective manner. Apart from dealing with the different laws and customs involved, we had to work in three different time zones. The Australian lawyers would be leaving the office when we were just about to wake up and the American lawyers fast asleep. For example 16:08 UK time is 10:07 in Milwaukee and 23:06 in Perth!
The transaction was headed by Hitendra Patel (Corporate Partner) and was assisted by John Spratt (Commercial Partner), Carol Shaw (Employment Partner), Neil Belcher (Commercial Property Associate), Catherine O’Riordan (Company Commercial Assistant), Christine Ward (Tax Consultant) Anna Maloney (Intellectual Property Consultant) and Ian Dorward (Trainee Solicitor).
John acted for the seller of a building materials company into the public sector. John’s client’s corporate finance advisers, Bristol York Limited, had negotiated favourable terms for the sale of the client’s company, and the only problem which appeared to exist was that for tax reasons the transaction had to be completed within quite a short timescale. The transaction proceeded comfortably, with John’s assistant Billy Ashley taking responsibility for dealing with the due diligence enquiries of the purchaser, and John’s Partner Hitendra Patel also assisting in the production of the deal documents.
A few days before we were scheduled to complete the transaction, John and his team learned that there was a problem with a contract which was key to the business of the company being sold. This necessitated John’s working all over one weekend with the very able assistance of John’s Commercial Property Partner Andrew Woods analysing the company’s position regarding this contract, meeting the clients and finally successfully satisfying the purchaser so that on the one hand John’s client was fully protected from any claim arising in respect of this contract after completion, and on the other hand satisfying the purchaser sufficiently to enable the transaction to complete.
The whole team, comprising the Spratt Endicott team, the Bristol York team and the client team were all delighted to conclude the transaction on time and on satisfactory and safe terms. John was also very touched and appreciated the gift of a case of good wine from the clients to mark this completion.
We were engaged on the sale of a successful care home.
Our clients were confident that there would be a number of parties interested in purchasing the home but did not want to commence negotiating with all of them before deciding which one to proceed with. The Selling Agents were instructed to prepare and circulate a sales memorandum and a share sale contract to selected interested parties, who were invited to make an offer on the basis of those documents.
The share sale contract was drafted by us in advance in an even handed manner but on the commercial terms on which the client was going to sell. This saved the clients a considerable amount of time and money as it avoided unnecessary professional time in negotiating the terms of the transaction.
Parties interested in purchasing the home were invited to submit a price and payment terms they were prepared to offer, and a return copy of the draft share sale contract with their proposed changes.
The successful bidder had made very few changes to the final share sale contract and only a single all party meeting was required, which was the final completion meeting. Usually transactions of this nature would involve numerous meetings prior to the final completion meeting.
The transaction was headed by Hitendra Patel (Corporate Partner) who was assisted by John Spratt (Commercial Partner), Carol Shaw (Employment Partner), Andrew Woods (Commercial Property Partner), Catherine O’Riordan (Commercial Assistant) and a Trainee Solicitor.
We were engaged at very short notice to assist a leading sports racing car engineer in relation to his involvement in a new racing team set up to participate in Formula 1 Grand Prix from the 2010 season.
The transaction was dealt with by Hitendra Patel at very short notice. Instructions were received by Hitendra, when on holiday, on a Friday before a Bank Holiday Monday, the documentation was received over the weekend and an all party meeting was held in London on the Tuesday. The major documentation had been finalised by that Tuesday evening.