By Geoff Yates
This evaluate of a posh and sometimes misunderstood topic takes the reader in the course of the concerns which are confronted in the course of the existence cycle of a personal fairness funding, from the identity of a chance, in the course of the quite a few levels of the transaction and the life of the funding, to the eventual go out by means of the investor. The research of key documentation and felony concerns covers corporation legislations, employment legislations, pensions, taxation, debt investment and festival legislations, considering fresh felony advancements resembling the corporations Act 2006, the hot emergence of personal fairness within the united kingdom and the demanding situations confronted by way of the because of the monetary predicament.
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Extra info for A Practical Guide to Private Equity Transactions (Law Practitioner Series)
26 Preliminary matters An important consideration for private equity investors when engaging advisers is the question of costs. In completed deals, adviser costs are generally met by the buyer (or possibly another company in the buyer group, where there is a more complex group structure4), and accordingly the amount of such aggregated costs are taken into account in determining the funding required for the deal and a suitable provision will be included in the relevant section of the financial model.
Draft legal documentation and detailed termsheets setting out the proposed 24 The deal process: an overview terms for management’s equity package will also be issued by the seller before a single preferred bidder is selected, encouraging buyers to put their best foot forward in submitting their final offers. 1, the private equity firm is selected and granted exclusivity far later in the transaction process (resulting in an increased costs exposure for bidders), with the seller encouraging the buyer to complete the transaction in a short timescale once that exclusivity has been granted based on the significant work and negotiations that have already taken place – whilst the example above suggests a three-week timetable to completion, in the bullish buyout market experienced up to the summer of 2007 the periods were often far shorter.
The steps will include: • preparation/completion of an information memorandum concerning Target’s business by the seller’s advisers (save, perhaps, where a deal is originated by the private equity bidder and progresses on an exclusive basis1 with no need for marketing); • preparation/completion of the Business Plan; • management presentations to interested investors and banks (where there is a competitive process); • appointment of advisers; • selection of a preferred bidder (where relevant) and agreement of heads of terms/granting of exclusivity (discussed later in this chapter); • due diligence, which will invariably include financial, legal, taxation and commercial due diligence, and (depending on the house style of the relevant investors, and the particular requirements of the deal and sector) may also include insurance, property, environmental, pensions, operational, IT and, increasingly, management due diligence; • approaches to, and selection of, bank funders, and necessary work for the setting of appropriate bank covenants; • legal documentation, including acquisition, equity and debt documents;2 and • legal completion (the completion meeting).