private equity & fund formations

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  buy-outs & buy-ins  

White & Black is recognised as one of the UK’s leading legal practices in the field of private equity.  We are ranked in Chambers guide to the legal profession as being equal third in the UK under the category “private equity: venture capital investment”.

 

We are members of the British Private Equity & Venture Capital Association, sponsors and members of the Oxford Innovation Society and specialist business law subject advisers to Oxilp.

 

As a firm, we advise on deals across the whole spectrum from early stage technology financings through mid market MBOs to full institutional buy-outs.  In short, private equity is what we do.

 

We advise both investors and investees and our client base includes VCTs, private equity houses and early stage technology funds including one of the UKs foremost evergreen funds providing finance to highly innovative start-ups.  We also act for government financed funds, Universities and companies receiving private equity from fields as diverse as semi-conductor manufacture, branded goods retail and defence.
 

Private equity law requires a particular range of legal skills: an intimate knowledge of English company law, expertise in banking law and practice and negotiation skills grounded in an ability to appreciate and empathise with the issues facing the investor, founders, management team and investee company.

 

White & Black advises on all aspects of private equity transactions, including:

  • heads of terms (click here to read an article on their use)
  • MOUs and term sheets;
  • investment agreements, investor rights agreements and subscription agreements;
  • syndication agreements;
  • articles of association and customary provisions such as co-sale rights, drag-along rights; anti-dilution provisions etc
  • inter-creditor agreements;
  • registration rights agreements;
  • facilities agreements, security documents and other banking arrangements; and
  • public to private deals.
To view Phil Riman's thoughts on planning a buy-out, click here (view as pdf in separate window).
 
  leveraged Buy-outs  
     
     
     
     
     
     
     
     
     
     
       

 

buy-outs & buy-ins

MBOs and MBIs have enjoyed a long and successful tradition in the UK since they first came to prominence in the 1980s.  Lawyers at White & Black have advised on many of the leading MBOs and MBIs during this time such as the buy-outs of Vectair Systems Group (backed by Matrix private equity) Terinex, Autosigns and Turners of Soham.

 

The White & Black team brings a formidable level of expertise and experience in MBOs and MBIs with over 50 years' combined experience in these types of transactions.  We have both the specialist knowledge to negotiate the minutiae of these deals and also, when required, the empathy and understanding to take a helicopter view of the commercial dynamics of a deal.  We appreciate the complex nature of the inter-relations between departing owners (who often roll-over part of their sale proceeds) incoming management and financiers including equity, mezzanine and senior debt providers.

 

We advise on both the corporate and banking elements of deals and can handle the most complex of transactions, including cross-border deals.  We have strong relationships with other specialist lawyers across the globe and frequently advise in tandem with these firms.

We act for management teams, finance providers, trade investors, selling shareholders and target companies alike, thereby ensuring that our advice is always informed by an appreciation of the other parties’ perspective.

 

White & Black advises on all aspects of MBOs and MBIs, including:

  • heads of terms, confidentiality agreements and exclusivity arrangements;
  • sale and purchase agreements, tax indemnities and ancillary documentation;
  • legal due diligence, warranty and disclosure exercises;
  • corporate governance issues;
  • investment agreements, investor rights agreements and subscription agreements;
  • inter-creditor agreements, ranking and priority deeds, facility agreements, security documents and other banking arrangements;
  • public to private deals
To view Phil Riman's thoughts on planning a buy-out, click here (view as pdf in separate window).

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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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