Legal Agreements in Private Equity

Transcription

1 Legal Agreements in Private Equity Presented by leading industry practitioners, this course will create a solid understanding of the documentary processes relating to private equity transactions, identifying commercial issues and producing clear instructions to lawyers. Contact Us British Private Equity and Venture Capital Association 5th Floor East Chancery House Chancery Lane London WC2A 1QS Venue [email protected]

2 Course Details Why you should attend The course is designed to assist private equity practitioners in: identifying the commercial issues required to be covered by documentation; understanding the documentary processes relating to private equity transactions; producing clear instructions to lawyers It is emphasised that the course is intended to concentrate on the underlying commercial issues which private equity practitioners need to address rather than the examination of legal fine print. Target Audience Individuals who have come into the private equity industry within the last two years. Experience from previous courses has indicated that those who have already worked on some deals have secured the most benefit from the course. Dress Code Dress is smart/casual for the duration of the course. Equipment All material will be provided, along with pens and note paper. You will not need a computer for any course sessions however bringing a calculator is recommended.

3 Programme Day One 9.00 Welcome & Introduction Clive John, BVCA Course Director 9.15 Legal Structure of Transactions Jonathan Angell (Dechert) Warranties & Indemnities David Innes (Debevoise & Plimpton) Break Deal Structuring Sam Coleman (King & Wood Mallesons) Break Lunch Pricing Structure Andy Stylianou (Wragge Lawrence Graham & Co) Heads of Terms, Term Sheets and Offer Letters Aaron Archer (Cooley LLP) Break Banking Agreements Alex Patience (CMS Cameron McKenna) Close / Summary Clive John, BVCA Course Director Drinks Reception

4 Day Two Recap day one Clive John, BVCA Course Director 9.05 Case Study Alex Edmondson & Kirstie Hutchinson (Macfarlanes) Break Documenting the Equity Deal Shareholder Agreements Articles of Association Service Agreements Emmie Jones & Lisa Watson (Macfarlanes) Break - Lunch Exit Issues Case Study Pre-sale Preparation [identify & rectify problems] The Sale & Purchase Agreement [Key issues for a seller] Richard Kyle & Louise Finnie (Eversheds LLP) Break Case Study Adam Orr & James Renahan (Travers Smith) How to get the best out of your lawyer And what to do if it all goes wrong? Clive John, BVCA Course Director Close / Summary

5 Course Director Clive John Clive s venture capital career has spanned 30 years, the vast majority of which being with Lloyds Development Capital (LDC), one of the major players in the UK mid-market. During his time with LDC Clive opened a new regional office as well as heading the London team. Before entering the VC industry Clive qualified as a chartered accountant and completed an MBA at London Business School. Since leaving LDC Clive has been a director of Finance Wales plc, the finance subsidiary of the Welsh Assembly Government, and is also currently Chairman of the teleradiology business, Radiology Reporting Online LLP. He has been an advisor to a major UK Hedge Fund and was, for 4 years, Chairman of Lodestone Patient Care Ltd, a thriving digital diagnostics business. His other activities include management coaching and acting as a Course Director for the BVCA. Clive s passion is sport, particularly rugby. He played at a senior level for Bridgend and Bristol and says he is still paying for the knocks taken!

6 Speakers Alex Patience, CMS Cameron McKenna Alex is a partner in the banking department of CMS Cameron McKenna LLP, specialising in corporate grade and leveraged acquisition finance and restructuring. He regularly acts for banks and financial institutions in relation to all forms of finance and restructurings and a number of leading UK private equity firms, in particular to the finance of leveraged buy-outs and restructurings. Aaron Archer, Cooley LLP Aaron Archer is a senior associate at Cooley LLP. Aaron has advised on a broad range of corporate transactions, in particular public and private company M&A, venture capital, joint ventures, corporate finance and corporate reorganisations. He has acted for institutional investors, international corporations and individual sellers on deals across different industry sectors, with a particular focus on technology and media. Jonathan Angell, Dechert Jonathan specialises in corporate law and mergers and acquisitions, particularly private equity. He has considerable experience of, and advises a number of leading UK, continental European and US private equity firms in relation to all forms of private equity transactions (including leveraged buy-outs and venture/development capital). He has particular expertise in relation to cross-border mergers and acquisitions. David Innes, Debevoise & Plimpton David joined Debevoise & Plimpton at the beginning of 2011, prior to this he had been a partner at Travers Smith since He undertakes a broad range of corporate work with a particular focus on private equity. Transactions on which he has advised include Pret a Manger, Jupiter Asset Management, Fat Face, Agent Provocateur, the merger of AA and Saga, Pets at Home and Vue Cinemas. David is a contributor to Tolleys Company Law and a regular speaker at conferences.

7 Louise Finnie, Eversheds Louise Finnie is a Principal Associate in Eversheds Corporate Group specialising in private equity. Louise has over 9 years experience of advising both institutional investors and portfolio companies/management. Louise s recent transaction highlights include advising LDC on its recent 307m buy out of the NEC Group from Birmingham City Council, advising the owner-managers of the E-lites electronic cigarette brand on its sale to Japanese Tobacco together with an ongoing joint venture in China, advising Electra Partners on the acquisition of the data services business from FTSE company, UBM, across 29 jurisdictions, acting on the disposal of Inspired Thinking Group by ISIS Equity Partners and its owner-managers and advising the management team on their rollover investment in the buyer (backed by Bridgepoint), acting for the management team on the buy-out of on-line cycle retailer, Wiggle (backed by Bridgepoint), advising Dutch based, H2 Private Equity, on its equity investments in Eurocell and NRS and acting for US Private Equity House, Marlin Private Equity on its investment in UK based software company Hospedia. Richard Kyle, Eversheds Jonathan Blake is head of the International Private Funds practice and until May 2012 served for two consecutive three year terms as the firm s Senior Partner. Jonathan joined King & Wood Mallesons in 1982 and has been a partner since He founded the firm's private equity and private funds practices and was later head of the firm's corporate department. He is a corporate lawyer with a background in tax and with wide ranging experience of M&A, buyouts and capital markets transactions and has advised on numerous private funds. Jonathan was responsible for negotiating with the Inland Revenue and Department of Trade and Industry the agreed statement and guidelines on the use of limited partnerships as venture capital investment funds. He has served on the Council of the British Venture Capital Association and chaired the EVCA Tax and Legal Committee for 15 years. In April 2004, Jonathan was admitted to the BVCA Private Equity Hall of Fame in recognition of his contribution to the private equity industry over the past two decades. There were only three previous members. This was voted on by 500 of the most prominent people in the UK private equity industry. In April 2005, Jonathan was named Global Lawyer of the Year for Private Funds by The International Who s Who of Business Lawyers. In December 2007, Jonathan was included in The Lawyer s Hall of Fame. Jonathan is also included in Who s Who, the leading reference book, which contains biographies of noteworthy and influential individuals. In November 2011, Jonathan was named as one of the 100 most influential people in private equity over the last decade by Private Equity International. Sam Coleman, King & Wood Mallesons Sam is an associate at King & Wood Mallesons SJ Berwin and advises on a broad range of UK and cross-border tax matters, including: Corporate mergers, acquisitions and reorganisations Equity incentive arrangements Employment taxation Tax aspects of property transactions Sam is member of the Chartered Institute of Taxation and the Share Plan Lawyers group. She also specialises in advising private equity houses and management teams on the tax aspects of deal structuring. Alex Edmondson, Macfarlanes Alex is a partner in the M&A group at Macfarlanes and advises on a broad range of corporate advisory matters and domestic and cross-border M&A transactions, including leveraged buyouts, private acquisitions and disposals, venture capital investments, joint ventures and group reorganisations, with a particular focus on restructurings, private equity and fund secondary transactions.

8 Alex recently spent nine months on secondment at Candlewick Asset Management, a joint venture set-up between TPG and Goldman Sachs to manage a large portfolio of distressed equity and debt assets. Kirstie Hutchinson, Macfarlanes Kirstie Hutchinson is a senior counsel in the banking and finance team at Macfarlanes. She advises private equity sponsors, corporate borrowers and issuers, senior and mezzanine lenders, lead arrangers, investment funds and distressed debt investors on a range of financing transactions, with an emphasis on all aspects of leveraged and acquisition financing (including bank-bond, super senior, high yield and bridge financing structures and related intercreditor issues). Kirstie has extensive experience of European and global cross-border financings and her international experience includes secondments with a leading German law firm in Frankfurt, where she had a key role on a number of market-leading deals. Emmie Jones, Macfarlanes Emmie joined Macfarlanes in 2003 and became a partner in She advises on a broad range of public and private M&A transactions, focusing particularly on private equity matters. Adam Orr, Travers Smith Adam is a Partner in the corporate department of Travers Smith specialising in domestic and international private equity transactions, M&A and general corporate advisory work. Adam has a particular focus on advising management teams on all aspects of M&A transactions and, in particular, their equity incentivisation terms. Recent work includes advising the following management teams: Center Parcs on the acquisition by Brookfield; BCA on the sale to Haversham Holdings; RAC on the investment by GIC alongside Carlyle, Big Bus on the acquisition by Exponent; A Plan on the acquisition by Hg Capital; Gorkana on the acquisition by Cision. Adam has also acted for institutional clients as Bridgepoint, Silverfleet Capital and Leeds Equity Partners. James Renahan, Travers Smith James became a partner in 2011, having joined the firm as a trainee in James specialises in domestic and international private equity transactions (acting for both institutional clients and management teams), M&A and general corporate advisory work. He spent a year on secondment at Barclays Private Equity and is a regular speaker at BVCA and BPP training courses. Recent experience includes advising; Management team of Brit Insurance on the successful take private by CVC and Apollo; Exponent Private Equity on the management buy-out of Ambassador Theatre Group, the acquisition of Pattonair and the disposal of Lowell Financial; Barclays Private Equity on the acquisitions of Bounty and Hydrasun; Darwin Private Equity on their investment in Attenda; Barclays Private Equity on the purchase of Kurt Geiger and all selling shareholders on the subsequent sale to Graphite; Phoenix Equity Partners on the acquisitions of Gall Thomson, LK Bennett, Porthaven Care Homes, ERA Technology and Karmarama; Management on the sale of Wagamama to Duke Street Capital and their subsequent re-investment; Civica on numerous bolt-on acquisitions; Management of Quorn on the successful MBO from Premier Foods; Silverfleet Capital on their investment in Office Andy Stylianou, Wragge Lawrence Graham & Co Andy Stylianou is a corporate partner in Wragge Lawrence Graham & Co s nine partner Private Equity team of experts. Based in London, he focuses on Private Equity transactions in London and nationally. Andy specialises in private equity and venture capital transactions, private company and business disposals, as well as general mergers and acquisitions to the extent investment funds have an interest in such disposals, mergers and acquisitions. He advises on deals, including private equity specific restructuring and quasi-insolvency matters, which range from 10 million to 300 million and combines legal excellence with a commercial and pragmatic approach.

9 Recent transactions include advising CBPE Capital on the sale of Rosemont Pharmaceuticals to US listed pharmaceuticals business Perrigo for 183 million, the sale of Away Resorts to LDC and advising management and Livingbridge on the secondary buy-out of Isle of Man and Jersey headquartered investee company Equiom Group by LDC and management and its subsequent acquisitions, including its acquisitions of West Corporation in the Isle of man, AFP Group in Hong Kong, Ardel Trust Company in Guernsey and Lloyds Trust Company (Channel Islands) in Jersey and Guernsey.