The Deal:

Sale, on retirement of Managing Director, of the share capital of a professional services company in the Black Country to a trade buyer.

The Problems:

  1. Constructing the deal to the best tax and financial advantage of the Sellers.
  2. Limited available funds of the Buyer.
  3. The Buyer’s bank’s requirements.
  4. Protection of the deferred payment.

The Solutions:

Tim was instructed by the clients at an early stage and took the lead on agreeing the Heads of Terms. The specific problems were addressed as follows:-

  1. The price reflected the underlying agreed value of assets (including goodwill). The Sellers then withdrew maximum permissible pension payments and dividends up to exempt limit. To ensure Sellers received full value, completion accounts were provided for.
  2. Buyer agreed that the freehold property be sold to the Sellers on completion and leased back on an investment grade Lease.
  3. Tim’s tenacity in continuing to pressurise the Buyer and the bank to complete the matter.
  4. Avoiding any Deed of Priorities with the bank and insisting on payments of the deferred sum by monthly installments.

The result was a transaction where cooperation between the lawyers ensured that there was a satisfactory result.

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