banking & fundraising

company liquidations & dissolutions

At the end of a company’s life, it’s important to ensure that its affairs are properly wound up with the minimum of fuss and cost. Liquidating a company is actually a far more complicated process than forming a company and, from the perspective of the directors and shareholders, it’s vital that the correct procedure is followed.

White & Black can advise you on the correct approach to take when winding up a company’s affairs and distributing its assets. We can advise you on the following:

• can you take advantage of the “dissolution” procedure under the Companies Act, or will you need to go through a more formal liquidation process?
• what do you need to do in order to ensure that shareholders will not face a claim at a later date for the recovery of the company’s assets?
• is there any advantage to the company reducing its share capital prior to dissolution?

Recent guidelines published by the Treasury Solicitor have highlighted the risk of a company’s assets passing to the Crown when the company is dissolved, meaning that shareholders can find themselves being asked to repay money they have received on a dissolution if the correct procedure has not been followed. At White & Black, we are intimately familiar with the legislation here and we can help you to reach a conclusion which protects directors’ and shareholders’ positions and gives certainty to all concerned.

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corporate debt & security
We act on both UK and cross border institutional financings, re-financings, asset based lending arrangements and leveraged deals ranging from early stage technology financings through to mid-market acquisitions and MBOs. We can assist with all banking arrangements and funding requirements in relation to senior, subordinated and mezzanine debt.  Our lawyers are equally comfortable advising borrowers and lenders and will negotiate a lending arrangement from term sheet stage, through due diligence, to execution of the facilities agreement and security documents.  We also advise on variations to existing debt obligations and their restructuring.

When advising borrowers, we will work with you to ensure you correctly understand the nature and effect of the lending documentation and will explain the available options in terms of interest periods, interest rate fixes, "rollovers" (ie rolling over an advance which remains outstanding so that advances can be re-drawn during the term of the credit facility / availability period), parallel interest periods, financial and other covenants, commitment fees, default provisions and so forth.  Whether you have negotiated "committed" or "uncommitted" facilities (a committed facility is one where the lender is under an obligation to advance on demand) or a single or multi-option arrangement we can ensure the terms are properly reflected in the lending documents and are fully understood.

We work closely with borrower clients to ensure they assess banking covenants in the light of clearly stated business objectives (eg expansion plans) in keeping with their business plans.   We will discuss both non-financial and financial covenants with our clients and their accountants to ensure their accounting policies and principles operate effectively in the light of these covenants and to ensure that, at a practical level, the covenants can be monitored to avoid inadvertent breaches.

Our transactional banking practice is broad-based and, amongst other things, we are able to advise on:

• LMA primary loan market documents;
• bilateral and syndicated loans;
• term loan and revolving credit facilities;
• negative pledges;
• asset finance;
• warrants and equity kickers; and
• standby facilities.

White & Black also regularly advises lenders and borrowers on the implementation and enforcement of security rights.  Naturally our lending clients require that their security is protected so far as is possible and that their lending is repaid ahead of other creditors, if the borrower defaults or becomes insolvent, to the maximum extent.  We therefore deal with the perfection and priority of security rights and are able to negotiate the most complex of ranking, priority and inter-creditor arrangements, ranging from standstill agreements through to dividend-stops and claw-back provisions.

As specialists in technology law, we also advise on the registration of security granted over intellectual property rights.  In summary we advise on:

• fixed and floating charges;
• pledges over shares;
• legal charges and mortgages over property;
• pledges over receivables;
• registration formalities;
• security over IPR;
• assignments of receivables; and
• personal and corporate guarantees and indemnities.
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leveraged buy-outs

Leveraged buy-outs involve the purchase of a company (or its trade), usually by a newly formed company which is financed to a large extent by debt finance which is usually secured on the assets of the target company.

These types of transaction call on a range of corporate legal skills, all of which we possess at White & Black.  Our team can advise on the underlying acquisition, the banking aspects of the debt finance and on the law of private equity in relation to any equity finance.  We are able to negotiate complex inter-creditor arrangements, facility agreements, security documents and acquisition documents.  We can advise both private and public limited companies (where, in the case of the latter, the financial assistance restrictions continue to apply) and their funders as well as management teams, buyers and sellers in relation to the underlying buy-out.

At White & Black we can assist with all aspects of leveraged buy-outs including:

• data-rooms;
• auctions ;
• FSA issues;
• financial assistance regulation (public companies);
• term sheets;
• due diligence;
• equity terms and structure;
• debt finance terms and inter-creditor arrangements;
• security arrangements; and
• corporate governance issues.
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