A Transactional Analysis, Fourth Edition
Featuring fully updated chapters by leading private equity practitioners, the book includes high-level analysis of private equity fund structures, equity and debt finance, acquisition documentation, due diligence, tax structuring, pensions issues and public-to-privates.
This practical fourth edition introduces the world of private equity, explains its rise and recent dynamics, and explores the key ingredients of private equity transactions and the technical issues associated with them. Featuring fully updated chapters by leading private equity practitioners, the book includes high-level analysis of private equity fund structures, equity and debt finance, acquisition documentation, due diligence, tax structuring, pensions issues and public-to-privates.
New to the fourth edition are key chapters on China and on Brexit. The book is must-have handbook for legal and other practitioners in the private equity world, corporate law academics and their students.
Table of Contents
|Table of Contents||3|
|The place of private equity in corporate finance and mergers and acquisitons||13|
|Performance of private equity||25|
|Private equity fund structures||39|
|The impact of regulatory changes on private equity-owned companies||187|
|Structuring private equity transactions: tax and management planning||207|
|Private equity restructuring||277|
|Private equity deals in the United States: separated from the United Kingdom by a common language?||437|
|About the authors||459|
|About Globe Law and Business||471|
The 4th edition of this authoritative guide to private equity offers a comprehensive legal analysis of the main aspects of the industry. Written by highly-regarded expert practitioners, this book is an excellent and very practical introduction to UK, European and international private equity funds and deals.
At a hefty 458 pages Private Equity provides a surfeit of useful information.
Private Equity: A Transactional Analysis is an invaluable overview of private equity transactions, focusing primarily on the United Kingdom and other western European jurisdictions. Its authors skilfully provide a great deal of information and analysis in producing a volume that remains easy to navigate and digestible for readers.
Blanca Barbanoj Sillés
Lawyer, Gómez-Acebo & Pombo
Blanca Barbanoj is a lawyer in the M&A and corporate department at Gómez-Acebo & Pombo. She received a double degree in law and business from Universidad de Navarra and speaks Spanish, English and French.
Knowledge counsel, Travers Smith LLP
James Bell is a knowledge counsel in the finance and restructuring group at Travers Smith LLP. He advises on developments in law and practice, delivers training and prepares the firm’s standard form manuals and precedents.
He has written a range of client publications on finance, restructuring and Brexit. He has contributed chapters to cross-border databases on acquisition finance and has written various articles for the Journal of International Banking and Financial Law and Corporate Rescue and Insolvency. In 2016 he wrote a chapter on the recast EU Insolvency Regulation and its impact on distressed debt investing. Mr Bell has a maîtrise in French law from the University of Paris I: Panthéon-Sorbonne and an LLB in English and French law from King’s College London. He trained and practised at Linklaters in London and Paris, and subsequently worked for 10 years in the London finance group of Shearman & Sterling.
Nico Blom specialises in tax aspects of structured finance, securitisation, cross-border financing, funds (investment, hedge, private equity and real estate), joint ventures and mergers and acquisitions. As Dutch tax counsel, he has been extensively involved in a wide variety of financing transactions, ranging from acquisition finance, asset finance and project finance to derivatives and tier 1 and tier 2 financings of financial institutions. Furthermore, Mr Blom regularly advises on tax issues pertaining to Netherlands domiciled funds and Dutch managed offshore funds. He has practised tax law in Amsterdam, London and Paris. He became a partner of NautaDutilh in January 2002.
Richard Burrows has a broad corporate finance practice, with a particular focus on transactions involving listed corporates. He has acted for different types of parties in numerous Takeover Code transactions, including Epiris LLP in relation to its £206 million offer for IFG Group plc, which was the first ever take-private transaction conducted by Epiris; e2v technologies plc in connection with the £620 million recommended cash offer by Teledyne Technologies Inc; and Altria, the largest shareholder in SABMiller (where it held 27%), on ABInbev’s £79 billion offer and investment into the new parent group, which remains the largest-ever transaction conducted under the Takeover Code.
Partner, Latham & Watkins
Neil Campbell is a partner in Latham & Watkins’ London office and focuses on private equity, advising on acquisitions (including public-to-privates and bolt-ons), disposals, restructurings and ongoing corporate advice. Mr Campbell has provided legal advice to private equity sponsors, infrastructure funds and other financial institutions (including sovereign wealth funds), and corporates across a wide range of industry sectors. He has contributed to the Globe Law and Business sister publication Private Equity Exits: A Transactional Analysis.
Gaike Dalenoord specialises in corporate and securities law, with a particular focus on domestic and international private equity. He has broad experience in cross-border mergers, acquisitions and capital markets transactions, acting for private equity firms, banks and corporate clients.
Mr Dalenoord graduated from Groningen University in 1995, joined NautaDutilh that same year and became a partner in January 2003. He served as managing partner of NautaDutilh for several years. He completed post-doctorate programmes in corporate law and securities law (cum laude), and spent nearly three years at the firm’s former offices in Singapore and Jakarta. He also served as managing partner of NautaDutilh’s London office for about five years.
Fernando de las Cuevas
Partner, Gómez-Acebo & Pombo
Fernando de las Cuevas is a partner in the corporate department and head of mergers and acquisitions at Gómez-Acebo & Pombo, Madrid. He holds an LLM, a bachelor of business science and a diploma in European studies, all from the University of Deusto (1981); a diploma in higher European studies from the College of Europe, Bruges (1982); a research scholarship from the European Free Trade Association, Geneva (1982–83) and a PIL from Harvard Law School (1990).
He specialises in banking law, securities market law, collective investment institutions, M&A, and family and private equity businesses.
He has led Gómez-Acebo & Pombo teams on a number of corporate transactions, involving both private and public companies.
Partner, Travers Smith LLP
Paul Dolman is head of Travers Smith’s private equity and financial sponsors group. He specialises in UK and international buyout work, and acts for institutional investors and management teams on investments and divestments, as well as private equity-backed companies on M&A and other corporate matters. He is widely regarded as one of the leading private equity lawyers in the United Kingdom and is recommended by Chambers UK and the Legal 500 as a leading individual in this sector. He is also ranked first by Mergermarket for volume of deals advised on over the last 10 years. Mr Dolman is the relationship partner and ‘go to’ lawyer for some of the firm’s key clients and largest private equity funds in Europe, including Bridgepoint Capital and TA Associates. Clients describe him as “very proactive” and “truly commercial”, with “market knowledge that is second to none”.
Barry E Griffiths
Partner, Landmark Partners
Barry Griffiths is a partner and head of quantitative research at Landmark Partners. He is responsible for quantitative analysis for Landmark’s private equity and real estate areas, including customer-oriented research, performance analysis and risk management activities. Prior to joining Landmark in 2009, Mr Griffiths was head of quantitative research at Goldman Sachs Private Equity Group. Earlier, he was an aerospace research engineer, specialising in guidance, navigation and control.
Mr Griffiths is a CFA® charterholder, and received a PhD from Case Western Reserve University and an MS and BS from Michigan State University.
Senior consultant, Travers Smith LLP
Chris Hale is chair emeritus of Travers Smith and the founding partner of its private equity transactional practice. For the last 25 years he has specialised in UK and international buyout work, acting for both institutional investors and management teams on investments and divestments, as well as private equity-backed companies on M&A and other corporate matters. He is rated in the various legal directories, such as Chambers Global and the Legal 500, as among the world’s leading lawyers in private equity.
Partner, Bredin Prat
Florence Haas, partner at Bredin Prat, is a member of the corporate team. She specialises in mergers and acquisitions and private equity, assisting French and international corporate clients in connection with market consolidation transactions, public takeovers and leveraged buyouts (LBOs).
She was admitted to the Paris Bar in 2005 and is a graduate of the University of Paris II Panthéon-Assas (Magistère de juriste d’affaires/ DESS/DJCE in business law, 2003).
Kirstie Hutchinson acts for private equity sponsors, corporate borrowers and issuers, credit fund and bank lenders, special situations investors and specialty finance providers on a range of financing transactions. She advises in particular on leveraged and acquisition financings, refinancings and dividend recapitalisations, corporate lending, borrowing base facilities and restructurings.
Ms Hutchinson has extensive experience of domestic, European and global cross-border financing, and her international experience includes secondments with a leading German law firm in Frankfurt. She is a member of the British-German Jurists’ Association.
Elke Janssens focuses on corporate law, public and private M&A, corporate governance issues and equity capital markets. She heads NautaDutilh’s private equity sector team in Brussels. She advises both global listed and unlisted companies on venture capital/private equity and M&A transactions, and is regularly involved in restructuring transactions. Furthermore, she regularly advises start-ups and scale-ups on how to maximise value and position themselves as advantageously as possible in order to meet their current needs and achieve long-term goals.
Thanks to her legal and academic background, Ms Janssens is skilled at analysing complex matters and coming up with creative solutions to clients’ problems at short notice, which is highly appreciated in M&A transactions.
Partner, Travers Smith LLP
Sam Kay is the head of the private funds group at Travers Smith and specialises in fund formation work for private funds clients. His clients raise funds for private equity strategies (including venture, growth, buyout and private equity real estate), private debt and credit strategies and in the infrastructure asset class. He also advises large asset management platforms on a range of funds-related matters.
As well as fund formation work, Mr Kay advises on secondary transactions, carried interest arrangements and co-investment schemes; works with institutional investors on their participation in funds; and has experience of internal restructurings, succession planning and management spinouts. He regularly advises on cross-border fund structuring issues. Mr Kay is recognised in The Legal 500 and Chambers UK and clients describe him as having “excellent technical knowledge” and being “highly commercial”.
J David Kim
Associate, Latham & Watkins
J David Kim is an associate in the New York office of Latham & Watkins. His practice focuses on US and cross-border mergers and acquisitions, including leveraged buyouts, joint ventures, minority investments and other general corporate matters on behalf of sovereign wealth funds, private equity sponsors and their portfolio companies in the US as well as for strategic clients in Canada and South Korea. Mr Kim has experience across a range of sectors, including technology, healthcare, infrastructure, retail and energy and has experience in advising private equity clients on consortium transactions and secondary transactions. He has previously spent time on secondment to the Bank of Montreal in Canada and is dual-qualified to practise in New York and Ontario, Canada.
Partner, Bredin Prat
Nicolas Laurent, partner at Bredin Prat, coleads the restructuring and insolvency team.
He is active in both pre-insolvency matters (eg, financial restructurings, carve-outs) and bankruptcy proceedings. Prior to joining Bredin Prat, he was with US law firm Coudert Brothers LLP in Paris and Beijing. He was admitted to the Paris Bar in 1998 and is a graduate of the University of Paris I Panthéon-Sorbonne (DEA in business law and economic law). He gives lectures in insolvency law at Paris I each year and is a member of the French Association for Business Turnaround.
Christopher Lawrence is head of Macfarlanes’ finance group and has over 20 years’ experience advising on a broad range of banking transactions. He advises private equity sponsors and their portfolio companies, investment funds, corporates and special situations lenders on domestic and crossborder acquisition finance, investment grade, corporate and subordinated loans, fund finance, debt restructuring and security, intercreditor and insolvency issues. Mr Lawrence also advises debtor and creditor stakeholders on restructuring and insolvency transactions, and hedge funds and managed account platforms on their derivative, trading and prime brokerage needs.
Partner, Travers Smith LLP
Donald Lowe is a partner in the finance team at Travers Smith LLP, specialising in acquisition finance. He is a highly experienced practitioner specialising in transaction financing work, with a particular focus on advising the firm’s key private equity houses and other financial sponsors (including their portfolio companies) on both cross-border and domestic leveraged finance acquisitions and refinancings. Mr Lowe also advises major listed and non-listed corporate borrowers on new debt facilities to support acquisitions, refinancing of existing debt facilities and other corporate facilities.
Partner, Simpson Thacher & Bartlett LLP
Amy Mahon is a partner in Simpson Thacher & Bartlett LLP’s London office. She advises a range of clients, including private equity firms, on complex domestic and cross-border private equity transactions, including M&A, leveraged buyouts, private equity, infrastructure and consortium transactions. She has represented financial sponsors through all stages of the investment cycle across a range of sectors, including highly regulated transactions. Ms Mahon is chair of the Legal and Accounting Committee of the British Private Equity and Venture Capital Association (BVCA). She is recognised as a leading practitioner by Chambers UK for both private equity and infrastructure, where clients describe her as “a very effective operator”.
Partner, Bredin Prat
Jean-Florent Mandelbaum, partner at Bredin Prat, is a member of the tax team. He advises companies on the tax aspects of transactions and reorganisations (mergers and acquisitions, private equity and restructuring), and also advises companies in the context of tax audits and tax litigation. He also advises private clients on their personal tax situations. He has published numerous articles on various tax matters, including management incentive instruments, tax consolidation and international tax law, and teaches at HEC Business School.
Admitted to the Paris Bar (2009), Mr Mandelbaum is a graduate of HEC Business School (2007), the University of Paris I Panthéon-Sorbonne (Maîtrise in business law, 2007), and the University Paris II Panthéon-Assas (master’s degree in international taxation, 2007; master’s degree in general private law, 2008).
Robert Ogilvy Watson
Robert Ogilvy Watson has nearly 20 years’ experience at partner level advising listed UK companies, investment banks and private equity funds on complex M&A. He has worked in London and Hong Kong and is qualified in both jurisdictions. He has particular experience in public takeovers, especially take-private transactions by private equity. He spent two years as secretary to the UK Takeover Panel Executive and has represented clients at Takeover Panel appeals in the United Kingdom and Hong Kong, and has also acted for the UK Panel as external counsel.
Partner, Travers Smith LLP
Adam Orr is a partner in the private equity and financial sponsors group at Travers Smith.
He advises on UK and international private equity transactions and M&A, acting for institutional investors, management teams, founders and corporate clients. He has a particular focus on advising both financial sponsor clients and management teams of equity incentive arrangements, including cofounding a specialist management incentive plan advisory practice in 2014.
Mr Orr is recognised by the Legal 500 as a next-generation lawyer, is “highly regarded” by the IFLR 1000, and is a regular speaker at BVCA private equity training courses for institutional executives and at BPP Law School in connection with M&A practice in the City.
Partner, Bredin Prat
Samuel Pariente, partner at Bredin Prat, is a member of the financing team. He specialises in banking, acquisition financing (including LBO financing), debt capital markets, private placements and debt restructuring. Prior to joining Bredin Prat in 2007, he was with Debevoise & Plimpton LLP in its New York, London and Paris offices.
He was admitted to the Paris Bar (2007) and the New York Bar (1999), and is a graduate of King’s College London (LLB, 1998), the University of Paris I Panthéon-Sorbonne (Maîtrise in business law, 1998) and Harvard Law School (LLM, 1999).
Partner, Gianni, Origoni, Grippo, Cappelli & Partners
Raimondo Premonte is a senior M&A and corporate finance partner of Gianni, Origoni, Grippo, Cappelli & Partners, with over 25 years’ experience advising multinational corporations, investment banks and private equity funds on cross-border M&A transactions, public tender offers and other stock exchange transactions in different sectors, including transport, technology, media and telecommunications, infrastructure, water, private equity, information technology, fashion, pharmaceuticals, cosmetics and consumer products.
Mr Premonte served as general counsel to a corporation listed on the Milan Stock Exchange and as senior associate with the New York offices of Linklaters. He was also a sessional lecturer in corporate law at New York University Faculty of Law. Since 2011 he has been responsible for the firm’s London office, coordinating international M&A activities.
He is a member of the Italian Bar Association, the American Bar Association, the American Foreign Law Association and the International Bar Association, and a solicitor of England and Wales.
Counsel, Bredin Prat
Thomas Priolet, counsel at Bredin Prat, is a member of the corporate team. He advises companies in relation to mergers and acquisitions, private equity transactions and management packages.
Admitted to the Paris Bar in 2010, he is a graduate of the University of Paris II Panthéon- Assas (Master 2 in European business law, 2008; Master 1 in Business law, 2007), the London South Bank University (LLB in English, European and international law, 2005) and the University of Cergy-Pontoise (double degree in French and Anglo-American law, 2005).
Managing associate, Gianni, Origoni, Grippo, Cappelli & Partners
Donato Romano specialises in M&A, corporate and commercial law, and provides legal assistance primarily in connection with acquisition transactions, including transfers of stock and businesses, drafting and negotiating of joint ventures agreements, shareholders’ agreements and commercial agreements. He graduated in law (maxima cum laude) from the University of Rome La Sapienza in 2004. He obtained his doctor of laws degree from the same university (maxima cum laude) in 2006. He obtained an LLM in international business law from the University College of London in 2008 and a PhD in company law from the University of Rome Tor Vergata in 2016. In 2014 he was an academic visitor at the University of Oxford. He is the author of several legal publications on corporate law and bankruptcy law. He is a qualified lawyer, a member of the Rome Bar Association and a solicitor in England and Wales. He speaks Italian, English and French.
Georg Christoph Schneider
Partner, Noerr LLP
Georg Schneider is a partner at continental European law firm Noerr LLP. He co-heads the firm’s private equity group. Dr Schneider focuses on advising German and foreign clients in connection with private equity investments, the legal and tax structuring of private equity funds, management compensation systems and M&A transactions.
He also has particular experience in handling shareholder disputes in and out of court, and looks after considerable private assets. He joined Noerr in 1996 and became a partner in 2002, having spent 2000 in London working on leveraged buyout transactions and fund formation.
Dr Schneider is ranked for private equity in publications such as Best Lawyers and Chambers Europe, and as a Leading Lawyer in Legal 500 and JUVE. Clients hail him as “very creative and innovative... not just a lawyer but a deal advisor”, and as “very understanding and calm in difficult situations”.
Partner, Travers Smith LLP
Simon Skinner specialises in corporate and individual taxation, advising listed companies, institutional investors, founders and management teams. While most actively involved in the private equity sector, he also handles public and private M&A, restructurings and reorganisations, domestic and international tax advisory projects, disputes, public-to-privates, demergers, initial public offerings and joint ventures.
He is a member of the Law Society’s Tax Law Committee and chairs the Corporation Tax Sub-committee.
Mr Skinner is ranked by Chambers UK (2019 edition: “a very good, talented lawyer” who is “highly knowledgeable”), the Legal 500 (2020 edition: “Truly an outstanding adviser”) and the International Who’s Who of Corporate Tax Advisors.
Partner, Travers Smith LLP
Edward Smith is a partner and head of restructuring and insolvency at Travers Smith LLP. He specialises in advising on high-profile, complex debt restructurings and insolvencies representing the full spectrum of clients. His practice focuses on complex restructurings, refinancings and insolvencies. He advises stakeholders throughout the capital structure, in particular private equity sponsors, debt investors, corporates and their boards, pension schemes and insolvency practitioners. Mr Smith has significant expertise in the retail and leisure sectors, having acted on the restructurings of a range of well-known retail brands. This expertise allowed the team to react immediately to the recent high-profile retail casualties on the British high street and to secure mandates on a number of company voluntary agreements. Mr Smith is recognised in the Legal 500, where clients describe him as “clearly a subject matter expert, very proactive, extremely focused and calm, and a pleasure to work with”.
Partner, Latham & Watkins
Howard Sobel is a partner in the New York office of Latham & Watkins. He advises both US and international private equity firms on leveraged acquisitions of privately held and public companies. A nationally renowned private equity practitioner, Mr Sobel handles a diverse range of matters, including auctions, going-private transactions, co-investment opportunities, and acquisitions and reorganisations in bankruptcy proceedings. He has represented many of the world’s leading private equity firms, such as Leonard Green & Partners, Odyssey Investment Partners, Cinven Partners, CVC Capital Partners, Centerbridge Partners, Irving Place Capital and Vestar Capital Partners. Mr Sobel offers particular experience in transactions involving the healthcare, business services and retail and consumer sectors. He previously served as global co-chair of Latham & Watkins’ private equity practice.
Prior to entering private practice, Mr Sobel was a law clerk to Judge Edwin D Steel, Jr of the US District Court of Delaware from 1978–79.
Rüdiger R Stucke
Senior vice president, head of quantitative research, Warburg Pincus
Rüdiger R Stucke is a senior vice president at Warburg Pincus in New York. Dr Stucke heads the firm’s quantitative research activities, conducting both firm-internal and industryspecific research. Before joining Warburg Pincus in 2014, Dr Stucke was a quantitative researcher on private equity for almost 10 years, the past seven of which were at Oxford University’s Saïd Business School.
Dr Stucke holds a PhD in finance (summa cum laude) from Paderborn University, where he previously received an MSc and a BSc (summa cum laude) in economics, business administration and computer science.
Partner, Latham & Watkins
Huw Thomas is a partner in the London office of Latham & Watkins. He has more than a decade of experience advising private equity sponsors and their portfolio companies on UK and international M&A, joint ventures, corporate restructurings and general corporate matters. He has previously spent time on secondment to BP and Deutsche Bank; has contributed chapters to Global Investment Funds: A Practical Guide to Structuring, Raising and Managing Funds and Carve-out M&A Transactions; and has authored numerous articles on key M&A trends and developments. Mr Thomas was named to Legal Week’s 40 Under 40: The Rising Stars in Private Equity 2019.
David J Walker
Partner, Latham & Watkins
David J Walker is a partner in the London office of Latham & Watkins, and global vicechair of the corporate practice. He has more than 25 years’ experience acting on all forms of private equity transactions, from venture and development capital to large UK and international leveraged buyouts, infrastructure investments, equity raisings and divestments. He is the editor of Private Equity Exits: A Practical Analysis (Globe Law and Business).
Margaretha (Greet) Wilkenhuysen is a partner with the firm and head of NautaDutilh’s corporate and private equity practice in Luxembourg. She specialises in cross-border corporate transactions, with a particular focus on mergers and acquisitions, joint ventures and international corporate restructuring. Ms Wilkenhuysen also has extensive experience in private equity work, corporate finance and the provision of corporate governance advice to listed companies. She represents both domestic and international clients in a wide range of high-end transactions.
Ms Wilkenhuysen has been nominated as a Leading Lawyer by the IFLR1000 directory for nine years in a row (2011-2019). She has also received the Women in Business Law Award from Expert Guides (2018 and 2019) and was distinguished as Notable Practitioner by Chambers Europe 2019.
Ms Wilkenhuysen is a member of the European Private Equity and Venture Capital Association.