Corporate restructuring, reorganisations & demergers

Specialist legal advice and effective restructuring solutions

There are many reasons why a company may wish to restructure its share capital or ownership structure, whether that be as part of a future sale strategy or to facilitate additional funding coming into the business. Clarke Willmott’s corporate team has extensive experience of all aspects of restructuring and demergers, from advising on solutions to meet your business goals to drafting the necessary agreements.

In general, restructuring or demerging exercises are managed in-house. However, it’s important that the actions taken are robust and compliant, particularly transfers of assets. Inadequate or inaccurate documentation risks compromising future business transactions such as a sale or insolvency proceedings.

That’s why waiting until the last minute to involve a corporate solicitor often proves to be a false economy. By involving Clarke Willmott early in the process, our corporate solicitors can work in conjunction with your tax and accounting advisers, using their practical and commercial expertise to ensure that your business aims are met in a cost effective, efficient and watertight manner.

How our corporate solicitors can help

Our corporate team regularly advise on:

• Demergers
• Solvent schemes of arrangement
• Share capital buy back
• Intra-group reorganisations
• Refinancing

Some of our recent transactions

Demerger of Sitec Holdings Limited

Our client, a family-owned engineering firm, instructed us to carry out a complex reorganisation, encompassing a full reorganisation of the entire group and a shareholder exit. This was complicated by the fact that, owing to the impending end of the tax year and a change in certain tax rules, completion was required within a fortnight of receipt of first instructions.

The group conducted two distinct businesses. The aim of the project was to separate these two businesses into two separate groups, albeit owned by common shareholders. The challenge was that these businesses had been operated through various subsidiaries, and assets were not easily separated. Hence, a precise and intricate reorganisation was required in the first instance, before carrying out a statutory demerger, using indirect dividends involving the shareholders and newly-incorporated vehicles.

Our first priority was to develop a comprehensive steps plan and documents list. This was achieved through a series of phone calls with the client and their financial and taxation advisers. Upon finalisation, it was clear that the seven intricate steps required well over 100 documents to conclude the project. Using personnel at all levels in the corporate team, and working across three offices, the documents were drafted and finalised with a day to spare. We then attended the client to talk them through each step and assist with signing the documents off, concluding the project with a comprehensive record folder of all documentation.

Refinancing of Extra MSA Group

The motorway service area group Extra successfully refinanced its £180m debt facility by issuing £220m secured ten year bonds, allowing them to return funds to the equity holders and support the future growth of the business.

The Clarke Willmott Corporate team led the transaction through co-ordinating and negotiating the terms of the bond documents with the Investor’s legal counsel. The team have been instructed by the Extra MSA Group in relation to several multi-million pound investments over the last few years with the largest being the acquisition of the 18 motorway service areas in the UK with a total transaction value in excess of £600m.

Extra has a portfolio of nine motorway service areas around the UK delivers in excess of £23m annually. The company owns 18 motorway service areas in total which provide a mix of retail and leisure facilities and employ over 300 staff to serve more than 800,000 vehicles per week.

Contact a corporate solicitor about a restructure or demerger today

Our corporate team’s restructuring specialists based in Birmingham, Bristol, Cardiff, London, Manchester, Southampton and Taunton, are ready to advise you on the best course of action for your business.  We can provide corporate legal advice to businesses located within the UK and internationally.

Call for a free initial consultation today on 0800 652 8205 or get in touch online.