Private Equity Slaughters are outstanding – they have a strength in depth that is almost unmatched. Chambers UK, 2015 Contents 3 What are you looking for? 4 How can we deliver? 5 The acquisition – ensuring success 6 Debt fi nance – leveraging the deal 7 Equity – upside/downside 8 Management – keeping them focused 9 Exits – covering all angles 11 A genuinely global service 12 Appendix 1 Deals we have done 14 Appendix 2 European law fi rms’ deals 2 Private Equity / What are you looking for? Private equity firms have a high level of transactional experience and know what they want from their lawyers. So what is it that you are looking for? A top quality • Exit strategy – This involves two phases: planning level of service which is both professional and and preparing for the various exits; and delivering client focused. We believe the key credentials are: the chosen exit route. You need versatile lawyers that have experience of dealing with all exits. • M&A capability – The acquisition is at the very heart of the deal. The success or failure of the • From beginning to end – The same individual acquisition will have a direct impact on your lawyers handling your investment from start to return. To protect your investment you need the finish means that you get advice from people with best M&A lawyers to handle your transaction. a thorough understanding of the investment and the company. This improves the efficiency and • Financing expertise – Debt is an integral part of value of advice. any acquisition. Debt ranges from senior bank debt to high-yield bonds and securitisation. Your • People you can deal with – Commercial financing lawyers need the experience to deal judgement, sensitivity to the issues, creative with all of this and to work as a seamless team problem solving and a commitment to deliver. with the acquisition lawyers. This is our view of what matters. It is your view • Equity – Relationships can be complex. You that counts. need lawyers who understand the dynamics and who can provide creative solutions to Now, let us tell you something about us. difficult problems. • Incentivising management – Keeping management on track is critical to the health of the investment. Your lawyers need to understand what is important to management and be able to devise equity structures which satisfy both you and management. They gave us excellent advice and service levels. Chambers UK, 2014 / Private Equity 3 How can we deliver? Slaughter and May is a leading international law We have the global capability to provide an firm with a worldwide corporate, commercial and international service through our extensive and finance practice. We have extensive experience meaningful relationships with the world’s market and expertise in advising on all aspects of private leading law firms. Our Private Equity Group works equity work and are recognised as one of the closely with these firms in key jurisdictions. We are leading players in the private equity market. not constrained by formal alliances. We are happy to introduce clients to our contacts or work with We advise on the full range of transactions from their established preferred adviser. This flexibility venture capital investments to large cross-border gives our clients the highest quality advice possible. deals and from the initial investment all the way through to exit. Our expertise covers acting for Our Private Equity Group was formed to focus private equity houses, lenders at all levels of the our expertise in this area. It comprises corporate capital structure, companies raising equity and and financing partners as well as partners management teams. from specialist departments such as tax and employment. For details of deals that we have We offer technical excellence in the law, a capacity done see Appendix 1. for innovative thought and a positive approach. All our lawyers handle a wide range of work so that We have the ideal blend of skills and experience to they provide not only a depth of legal expertise but meet your needs. Turn the pages and let us show also a breadth of experience and sound judgement. you how we can deliver a top quality service on We place special emphasis on continuity of service your private equity transactions. so that our lawyers can develop a thorough understanding of your business. We operate so that you have the same team of senior lawyers acting for you throughout the life of each investment. Represents sponsors and private and public companies on buyout transactions, including those at the top end of the market. Highly respected M&A and finance teams provide clients with broad structuring expertise on bespoke deals. Chambers UK, 2014 4 Private Equity / The acquisition – ensuring success We have the strongest corporate practice in the • Corporate tax – Our Corporate Tax Group is country and are one of the top M&A law firms. regarded as the top London practice. It advises Our extensive M&A capability enables us to cover on both structuring and documenting M&A a broad range of transactions including public to transactions and has extensive experience in private deals and large cross-border transactions. structuring cross-border transactions to maximise tax efficiencies. The department is also involved The breadth and depth of our experience in M&A in fund establishment. So it appreciates the means that our lawyers are particularly efficient at complex tax requirements of some private identifying and dealing with important legal issues equity investors. that could impact on your transaction. Prompt and clear legal advice will help you make an informed • Acquisition – You can leverage off our extensive assessment of the commercial risks involved. In experience in negotiating and structuring the auction situations our ability to respond in such a acquisition. We have particular experience on clear and prompt manner will ensure that you get public to private transactions. the advantage. • Competition – Private equity transactions often Private equity M&A transactions raise their own raise competition issues. Our Competition Group particular issues and the areas where we believe is one of the leading EC and UK merger we can add significant value include: control practices. • Due diligence – Focusing the due diligence on the key sensitivities and delivering the results in a meaningful way. With Slaughter and May you get their excellent standards and the all-encompassing gold-plated client service. Chambers UK, 2015 / Private Equity 5 Debt finance – leveraging the deal We have a leading and extensive finance practice. Key aspects to financing private equity We frequently advise on the financing of all types of transactions include: private equity transactions in the UK and overseas. Our work in this area covers the full life of private • Structuring the intercreditor arrangements to equity deals from the financing of the original reflect the rights and ranking of the different acquisition to refinancings, whether by way of issue debt providers and other investors. of high yield bonds, securitisation or on exit. • Arrangements for the upstreaming of funds Financings of private equity transactions are often to service mezzanine and subordinated debt. highly structured and complex. Our experience in advising on the most complex cross-border • Covenant packages that allow borrowers the financings makes us ideally suited for this type flexibility they need to run their businesses of work. We can provide significant value-added effectively, and avoid hair trigger default provisions. advice, in particular in terms of structuring the deal and devising innovative solutions to the legal • Upstream and cross-stream guarantee and and technical issues which arise. security arrangements in the UK and overseas. Professional, extremely hard-working and flexible. Chambers Europe, 2014 (UK-wide) 6 Private Equity / Equity – upside / downside Equity is the key; this is where you make your We all know that equity investments do not return. Equity rights protect the value of your remain static. investment and provide downside protections. Where the business meets its targets, ratchets may The equity structure often needs to cater for a be triggered. The drafting and operation of ratchets variety of investors with different interests. We is an area where our technical expertise can really are familiar with dealing with all types of investors make a difference. including vendors rolling over or trade investors, and can advise you on the implications. We also Where the business underperforms some form understand the need to regulate effectively your of restructuring may be required. Our corporate relationship with management, and for you to practice has considerable experience in all types of monitor and manage your investment. We can restructuring both on the debt and equity side and provide you with the legal armoury to tackle can advise on all related issues, including changes these issues. in the management team. Venture capital investments will give rise Whatever the situation, we have the skills and to different issues such as the vesting of experience to protect your investment. management’s equity, liquidation preferences and the desire for anti-dilution rights to protect existing investors on down-rounds. We have extensive experience negotiating these transactions and can advise you on all these issues. Clients do not hesitate to praise the high-end, full-service firm as being ‘a cut above everyone else’ and the best in town’. Chambers UK, 2013 / Private Equity 7 Management – keeping them focused Getting the right management team in the first Tax consequences will always be important. place is hard enough. The concern then will be to Executives will want to minimise the amount keep them focused and motivated. A key issue will charged to income tax and maximise the capital be to ensure that the equity arrangements work gains tax taper relief. That may well lead to a properly for the management team.