Buyout meaning

In a private equity-backed management or leveraged buyout, the principal documents fall into three main groups: Acquisition documents — these set the terms of the purchase between the seller and the buyer (ie newco) Equity documents — these set the terms of the equity investment and govern the relationship between the investor/s and management Finance documents — these cover the provision of the debt facilities and any related facilities (for example, a revolving credit facility for working capital) Acquisition documents Heads of terms (acquisition) The heads of terms, kept to a short form, provide a high-level summary of the parties’ expectations, shared understanding and agreement on the key terms of the intended acquisition. They are signed at the outset of the deal once the parties have aligned on the principal points and before the investor incurs costs on due diligence and the negotiation of the transaction documents...

View or print a full-size PDF version:...

Gateway tests On 17 July 2024, the Society of Pensions Professionals (SPP) reported that a poll of 300 event participants showed 53% in favour of applying the tests to any transaction involving the planned state-backed consolidator. Gateway tests form part of the interim rules governing commercial superfunds. They stipulate that a superfund transaction may proceed only when a pension scheme cannot presently secure a buyout and has no realistic near-term prospect of doing so, and only when the deal increases the probability of members receiving their full benefits, as set out in the interim regulations currently...

Hymans Robertson reported that, with several new insurers entering the fray, supply now surpasses demand in the risk transfer market. This marks a stark and notable turnaround from 2023, when heightened demand effectively edged smaller schemes out of contention and left them unable to complete transactions. 'The evolving composition of the UK risk transfer market signals a genuinely exciting period indeed for small schemes,' said Iain Church, head of core transactions at Hymans Robertson...

Dublin-based Dalata Hotel Group plc The company confirmed it has rejected an offer from Scandinavian property owners Eiendomsspar AS and Pandox AB, stating the approach 'materially undervalues' the business and its prospects. According to the company, Dalata’s board remains 'in constructive dialogue with several parties participating in the formal sale process and who have lodged initial, non-binding indications to purchase the entire issued, and to be issued, share capital of the group', it said. Eiendomsspar and Pandox had put forward a non-binding bid for Dalata Hotel Group plc worth approximately €1.3bn...

This Practice Note forms part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Every adviser appointed to carry out due diligence ought to flag principal findings as they emerge, particularly any significant risks or concerns, and then prepare a due diligence report to highlight material issues arising from their review work and analysis. The advisers’ engagement letters must clearly define the agreed timetable, format and scope of the due diligence report. Draft or interim reports can be produced and shared at intervals during the process, enabling material issues to be promptly addressed as they arise. Frequently, by the point the final report goes to the private equity investor, they will be aware of all material matters that could affect the transaction in question. The aim of a legal due diligence report is to: provide the investor with adequate information about the target and to summarise that material in a succinct and comprehensive ...

For both the investing private equity fund and the target’s leadership, the prime lure of a private equity-backed buyout is the chance to crystallise a meaningful gain on exit. There are several potential paths to exit from such an investment, most typically: a trade sale to another company operating within the same sector, a flotation (IPO), or a secondary buyout (SBO). The ultimate route will hinge on considerations such as public market appetite for a listing and whether credible purchasers are available. Management often influence the decision, and may favour renewed private equity support via an SBO when the business model and prevailing market backdrop align. A secondary buyout (SBO) is, in essence, a private equity-backed acquisition of a company that has already undergone a private equity-backed buyout. In an SBO, the existing private equity owner exits its stake, though the current management team can remain in post afterwards. Alternatively, fresh management might be appointed, or a blend of old and new...

This Practice Note forms part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Timing Due diligence is typically undertaken after heads of terms are signed and confidentiality arrangements are in place. It then proceeds in parallel with negotiation of the main sale documents (share purchase agreement and associated ancillary papers) and the equity documents (investment agreement, senior debt (loan facility) agreement and, if required, loan note instruments). Most diligence is carried out early in the deal to enable the parties to agree suitable warranty and/or indemnity protection in the formal papers, and to support the seller’s and target management’s disclosures against their respective warranties. Disclosure letters are drafted and negotiated alongside the share purchase agreement and the investment agreement, and executed at the same time as those instruments. A first draft disclosure letter is usually produced only once diligence is well progressed and initial drafts of the relevant documents have already been circulated. What happens during this phase? Due diligence The private...

£[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] This Instrument bears the date [ insert day and month ] 20[ insert year ]. Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (Issuer) background The Issuer has determined to establish up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, which shall be constituted in accordance with the provisions set out in this document...

Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] ( Newco ) of the whole issued share capital of [ insert name of target company ] Limited (the Target ) from [ insert seller name ] (the Seller ) (the Proposed Acquisition ). The questionnaire exists to enable Newco, Newco’s solicitors and its professional advisers involved in the Proposed Acquisition to obtain the information they require to aid the valuation of the Target and the subsidiaries of the Target (the Group and each a Group Company ). We reserve the right to raise further enquiries in relation to both your replies to this questionnaire and generally...

This instrument bears the date [ insert day and month ] 20[ insert year ] and is in respect of the loan notes referred to below. Parties [ Insert name of issuing company ] incorporated in England and Wales under number [ insert company number ] whose registered office is at [ insert address ] ( Issuer ) background: The Issuer has resolved to create, in aggregate, up to an overall nominal maximum of £[ insert number ] [ insert rate ]% [ subordinated ] redeemable loan notes, the same to be constituted in accordance with, and as set out in, this document, and constituted accordingly...