Share sale arrangement

About the deal

This was a complicated share sale arrangement involving 3 companies, and a separate arrangement involving a fourth company limited by guarantee.

There were a number of issues regarding property transfers and company restructuring to be organised as part of the transaction. Careful consideration was given to secure the future payments.

Total consideration approximately £3.5m, with a significant amount to be deferred for up to 5 years.

This was also made more complicated with a 125-year lease granted to the seller (our client) as part of the deal.

How this assisted the client

Given the complexity of the deal structure, various members of the team took part in assisting the negotiation of the deal, especially due to certain time restraints. This involved a number of conference calls and face to face meetings with both our client and the buyer’s representatives to ensure our client’s objectives were met.

Using experience from previous deals, we were able to ensure that the commercial interests of our client were protected by a range of legally enforceable contracts. The buyer had decided to use a newly formed company to purchase the shares and, therefore, it was necessary to put in place a complex web of guarantees to ensure our client held adequate security to cover the deferred consideration owing to them.

The combination of assisting our client in negotiating the terms and drawing upon our experience of complicated deals meant that our client can be satisfied that their interests are protected, whilst the deferred consideration remains outstanding.