Serial Acquirers
All mergers and acquisitions need legal advisers with specialist expertise in M&A work from due diligence and disclosure, deal negotiation, a good understanding of pricing mechanisms, to risk hedging with warranty and indemnity insurance, pre-sale group reorganisations and stream lined processes to tie all these aspects together. Understanding the sensitivities around buyers’ and sellers’ interests in any deal and dealing commercially with issues which come up as part of the process is key to success, together with managing time lines carefully. All deals have their own oddities and sticking points, but recognising those early on and managing them commercially with solutions from many years of experience, is what sets our deal team apart.
Buy and build process
Growth strategies, particularly for private equity-backed investments, are often based on corporate acquisitions.
A successful buy and build process means:
- A commercial targeted, efficient and meaningful due diligence process, the outcomes of which add real value to the buyer, sensitive to what the buyer prioritises and its own commercial appetite. We also have an eye to information required by any integration teams who are often brought in post- completion to integrate any acquired company into the wider group.
- A due diligence report which highlights relative, real risks and makes practical recommendations for resolving or hedging against them. Are warranties and indemnities the best way of dealing with it, or is there a more practical resolution or insurance solution to cover them? Different mechanisms suit different problems.
- Robust project management and timelines with effective communication and team work with other professionals advising on the transaction to produce a joined up approach.
- Regular project team catch ups and updates.
- Streamlined deal documents, bespoke to individual buyers.
We have a multi-disciplinary team which is very experienced in delivering all of this with one key point of contact for our acquiring clients who manages the team and the flow of information for the entire due diligence process. The outcome of that process then dovetails smoothly with the production of key deal documents and dealing with identified issues. We have worked on transactions with:
- warranty and indemnity insurers providing cover for a general warranty suite and tax covenants as well as synthetic tax warranties and specific cover for a known and identified indemnity issue;
- retentions and holdbacks against known risks; and
- conduct of management of risks, post completion.
Our Experience
Churches Fire Security Limited
Churches Fire Security Limited provides a national fire safety and security service to end users and facility management companies. We have acted for Churches Fire Security Limited for many years on its acquisitions strategy, both pre and post investment from its current investor, Horizon Capital Limited.
Deal work has increased over the years rising to approximately 10 acquisitions per annum, with the deal team at Paris Smith working on about 6 projects at any one time, all at different stages of the deal process.
We have acquired subsidiaries in Scotland, Northern Ireland and the Republic of Ireland, which has gone some way to achieve the geographic reach of Churches Fire and its sustained growth over a decade or more.
“Amanda is hands down the best corporate lawyer I have ever worked with. She is responsive, commercial, helps guide us in our business development with solid advice and knows exactly what we want from purchasing a business. We hardly need to give any instruction other than “crack on” and she and her team deliver – every time. We are a PE backed, acquisitive, business so we are demanding and demonstrative. She never flinches, takes everything in her stride and is the epitome of professionalism.”
Lorna Hayes, MD – Churches Fire
Totalmobile Limited
Based in Belfast, Totalmobile provides remote workforce management software to a number of sectors – logistics and express delivery, emergency services, those working in remote and potentially hazardous environments, construction and infrastructure. It has acquired a number of tech companies in the UK and beyond to expand its product stack and geographic reach. Originally backed by Horizon and now by Bowmark, the technology bias means we focus heavily on IP and commercial contracts in due diligence and making sure that these are robust and right for acquisition.
We have acquired 8 target companies for Totalmobile and work with their in house counsel, acquisitions directors and FD.
“These were key acquisitions for us and enhance the portfolio of services we can now offer to a wide range of sectors. Amanda and the team at Paris Smith became an integral part of our deal team and provided great commercial, practical and legal advice within tight timeframes. We would recommend the team whole heartedly.”
Jim Darragh, Chief Executive – Totalmobile
Winners of ‘Law firm of the Year 2023’ – Business Magazine, Solent Deals Awards
“We are thrilled to win Law Firm of the Year. Thank you to all of those who supported our nomination. The recognition is very well deserved. We have a fantastic team at all levels who were incredibly busy in 2022, completing over 60 transactions, many of them involving local businesses, financiers and advisers. Our success is based on building strong relations with our clients, professional advisers and the wider community in our region. We will continue to build on our success by developing our relationships with key stakeholders in 2023 and beyond.”
In-House Counsel
Our team of experienced lawyers is well-equipped to support you in various ways. Whether you require advice on a specific issue, additional resources due to capacity constraints, or a second opinion, we are here to help. Explore our legal counsel page for more information and details on our schedule of seminars, specifically designed for in-house counsel.
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