Case Studies

ASSIGNMENT

ROLE

Fairness opinion and valuation of various subsidiaries of listed company

Kingswood appointed by the Board of a listed property company to provide fairness opinion and value a number of different subsidiaries. We advised the Board on how to structure and finance terms for settling a dispute which was the subject of the fairness opinion. We provided separate advice to the independent directors. Also coordinated legal and tax advice to the Board during the transaction and generally supported throughout the process.

Management buy out / financing / structuring

Advised management team on preparing and structuring a MBO offer for the business. Negotiated heads of agreement with the vendors.

Advised MBO team on financing, structuring and sourcing equity and debt finance . Advised on structure of debt terms. Advised on negotiation of sale and purchase agreement and evaluated due diligence.

Negotiation of acquisitions and restructuring working capital facilities

Transport, coal mining and land fill. Advised large private group (now a listed company) on three parallel acquisitions including: structuring transactions; preparing and negotiating heads of agreement; raising new/additional working capital facilities; advising on drafting of sale and purchase agreement including warranties and associated due diligence issues.

Also arranged and negotiated new senior debt and working capital facilities with major international bank.

Coordinated legal and tax advice to the Board (including a share re-organisation and conversion into a new plc holding company) during the transaction.

Advising on debt refinancing

Requested to advise directors and shareholders of a telecommunications distribution group on a refinancing and restructuring of their existing balance sheet (and off balance sheet) debt facilities.

Advised directors on formulation and preparation of a strategic plan including financial projections and sensitivity analyses.

Advised company on several lenders to be approached and conducted discussions and negotiations on their behalf.

Advised directors on best source of funding and implemented execution and draw down of new facilities.

Lead advisor on private placing

Unlisted plc company in defence industry engaged us to sponsor a private placing to raise equity from both additional and prospective shareholders. Acted in advisory role and drafted a placing memorandum (prospectus) under the old style POS regulations. Worked in conjunction with a firm of stockbrokers to target and identify private clients; successfully completing the transaction without the requirement for any form of equity underwriting.

Management buy-out and financial advisory role

The company was a stationery distribution business where client was a minority shareholder. Successfully negotiated acquisition of majority holding; negotiation on a deferred basis of existing shareholder and director loans; identified and structured the requirements for equity and debt finance; successfully completed the transaction; assisted ongoing management team in putting together a financial strategy and business plan to take the business forward; advised on aspects of the sale and purchase agreement and the format and extent of required due diligence.

Also coordinated legal advice to the purchaser during the transaction.

Fairness opinion / valuation / negotiation of earn-out settlement

Requested to review a completed sale of business with a view to advising the vendors on the mechanics for negotiating, valuing and securing their entitlement to earn-out.

Negotiated with purchaser and advisers (Swedish listed company) regarding the settlement and payment of earnout consideration in a mixture of cash and shares (the shares required to be valued at a particular date and time as well).

Advise on acquisition and arranging secured debt finance

The client is a large financial services entity and the opportunity was provided as the disposal of a non-core activity by a major UK high street bank.

We identified a potential acquisition opportunity;approached the vendor; secured a lock out and exclusivity arrangement; and advised the purchaser on the form and structure of their offer, contents of the sale and purchase agreement; appropriate due diligence and other warranty discussions; and also advised the purchaser on the form and type of debt facilities required to complete the transaction.

Also coordinated legal advice to the Board during the transaction and generally supported throughout the process

Public to private transaction

Brought in to advise bank on underwriting entire debt funding required for a public to private transaction / management buy out.

Our role focused on evaluating the transaction for the lender (no in-house corporate finance capability); reviewing financial projections and cash flows; advising on the negotiation of an exclusivity agreement; discussing internal credit issues and conditions/covenants attaching to an offer of debt facilities; providing general financial advice.

The transaction and discussions are ongoing. A public announcement of the transaction has been made but to date no completion has been achieved due to ongoing negotiations with the independent directors.