Highlights and challenges
Having recently overseen a number of developments, including the successful launch of a US subsidiary, the business had undergone a significant period of growth. The directors were considering the next stages of development, and appropriate partners for that development. They spoke to Scrutton Bland to understand likely shape, structure and indeed value of what a deal might look like. The directors had been approached by interested parties in the past, and were attracting interest again, but needed to understand what kind of offer was realistic and best for them.
We stepped in to assist with the negotiation process and also provided specialist advice and support on the structure of the transaction and with the buyer’s due diligence. The deal required some careful consideration on related property matters and our financial planning colleagues were able to advise the directors of John Catt on a cost-effective and tax efficient mechanism to deal with this.
We have supported John Catt Educational Limited for a number of years, which has included acting for the clients when they completed their management buy-out of the business in 2014 and supporting the business during its subsequently significant growth. There were a number of complexities involved in this transaction, not least in respect of bespoke property arrangements and the involvement of a US subsidiary. Despite the complexities and, at times, quite intensive activity involved in this transaction, we worked effectively across the various teams, and alongside Scrutton Bland, to ensure a collaborative and effective advisory approach.
How we were able to help
- Providing financial intelligence and support throughout the transaction to final completion
- Helping throughout the sale negotiation process to secure the best deal for the client
- Supporting the client with the buyer’s due diligence process
- Input in to the drafting of legal documentation for the deal
- Helping to structure the transaction from a tax perspective
- Delivering targeted reporting to the buyers of the business
- Assisting the directors by making our team available and accessible at all times to advise and support
The project was a good example of the way that the various departments within Scrutton Bland were able to take a joined-up approach to work together for the mutual benefit of the client, saving them time and money, and reducing stress during a period of intense activity and change.
- Drafting, negotiating and advising on various key documentation such as a share purchase agreement including separate and complex property sale provisions.
- Assisting the clients throughout the legal due diligence and disclosure processes.
- Providing input and solutions regarding structuring the transaction.
- Liaising with US lawyers who provided advice and assistance to the sellers in relation to dealing with the US subsidiary.
- Providing support to the directors through colleagues across different departments whilst ensuring that the lead adviser (Dan Billson) was kept apprised and remained available to support/ update the clients on all such elements.
This transaction demonstrates Prettys’ ability to work effectively to provide a cross-departmental offering on international transactions. It also demonstrates our ability to support clients through their business journey; in this case, from management buy-out through to trade sale. We also worked closely with Scrutton Bland to take a collaborative advisory approach on the various elements of the transaction. This joined-up approach resulted in the clients receiving a cost and time effective service and ensured that the transaction progressed smoothly despite periods of intensive activity.