Reasons to choose Wilson Browne
The Corporate and Commercial team at Wilson Browne Solicitors has recently advised in a complex Management Buyout (MBO) of a private limited company for an undisclosed sum. The private company concerned specialises in industrial engineering.
The MBO process is a complex form of acquisition whereby the existing management team (often termed “The MBO team”) acquires all or part of the company that they manage. This is often done through a process of company restructuring to provide the appropriate corporate structure and available funds that allow the MBO team to acquire the company.
In this case, the advice involved two key members of the management team acquiring the majority of the existing share capital of the target company from the existing owner. This matter was a complex deal and was completed in 6 key stages to achieve the most tax-efficient exit for the departing owner and to ensure that the appropriate corporate structure was in place to achieve the MBO successfully. This deal also involved the creation of three separate holding companies to give effect to the various share and asset movements required in this transaction.
Also required was the extraction of certain properties, with appropriate leasebacks from the departing owner, to the trading company forming part of the eventual group.
This deal also involved deferred consideration for the exiting owner, such consideration taking the form of loan notes secured against the business and assets of the eventual group of companies.
The team at Wilson Browne also worked closely with the accountants and tax advisors to the clients concerned to ensure that the transaction was completed smoothly, on time and in the most tax-efficient manner.
The project was led by Duncan Crowther, Partner and Head of the Corporate and Commercial Team at Wilson Browne with the assistance of Catherine Healy also of the Corporate and Commercial Team, and Travis Wood of the Commercial Property Team at Wilson Browne.
Duncan Crowther commented:
We were delighted to have been selected to advise in this transaction and to have achieved all of the required outcomes for the client concerned. It was particularly satisfying to see the seamless interaction between the various different teams within the firm, and the client’s accountants and tax advisers, which is a real testament to the strength and depth of the commercial legal services offering of Wilson Browne. This deal is a key example of the type of complex MBO transaction that Wilson Browne routinely assists its clients with.
The Corporate and Commercial team at Wilson Browne is nationally recognised in the Legal500 and regularly advises clients on a wide range of corporate transactions, including business and company sales and acquisitions, company restructuring, intellectual property protection and commercial contracts.