MBOs/MBIs/Earn-Outs

The Teacher Stern corporate team has vast experience in representing clients involved in management buy-out (MBO) and management buy-in (MBI) transactions. In addition, many of the M&A deals we do involve complex earn-out provisions.

We know that pursuing an MBO or MBI opportunity can be one of the more complicated ways of acquiring an equity stake in a business. This is especially so when private equity or venture capitalists are investing side by side with the management team. However, a well put together MBO/MBI can be extremely rewarding for all involved.

The complexities involved in putting an earn-out, MBO or MBI together can be significant, particularly when there’s the added dimension of maintaining the ongoing relationship between the parties involved. In times like this, experienced advisors capable of guiding you through the process can be an invaluable resource.

Our knowledge and expertise of these types of transactions, coupled with experience across all sectors of industry, allows us to quickly get to grips with the issues involved in your particular deal. In doing so, we will manage the entire transaction process for you and facilitate even the most delicate of negotiations, so you can keep your focus on where it’s needed most.

Representative MBOs/MBIs/Earn-Outs Work

Examples of our team’s MBOs/MBIs/earn-out work include:

  • Advised the shareholders of Galliard Healthcare Communications on the £13m sale of the company to FTSE listed UDG Group plc and the negotiation of complex earn-out provisions.

Key contacts:

Photo of David Salisbury

David Salisbury

Partner Corporate and Commercial
Work 37-41 Bedford Row London WC1R 4JH United Kingdom Tel: +44 (0) 20 7611 2394

Biography

As head of the firm’s corporate and commercial practice, David’s broad transactional experience includes acquisitions, disposals, take-overs and mergers, asset sales/purchases, joint ventures and company restructuring. He also advises clients on a range of corporate and commercial matters, including company/partnership formation, partnership/shareholders agreements and employment issues.

David has particular experience in the field of sport, acting amongst others for prospective purchasers of Premiership and Football League clubs in takeovers. He is also at the forefront of the development in England of the investment in and transfer of the economic rights of sportsmen and women.

For property investor clients, he has particular expertise in the disposal and acquisition of corporate and similar structures which assist in mitigating stamp duty land tax.

Representative Experience

David has experience:

  • Acting for investors in the economic rights of football players playing in the Premier League and the top divisions in other European Countries as well as in South America. Over the years, David has been involved in providing advice connected with the transfers, economic rights participation and/or playing rights of various Premier League and foreign based players including Carlos Tevez, Javier Mascherano, Jo, Gonzalo Higuain, Luis Fabiano and Heurelho Gomes to name but a few. More recently David has provided advice in relation to the following players: Paulhino (Tottenham) Willian (Chelsea), Oscar (Chelsea) and Carlos Tevez (Juventus).
  • Advising on a £430 million acquisition of a mixture of offshore and onshore companies owning 180 petrol stations and advising on the sale thereof three years later.
  • Acting on a series joint ventures for a leading UK celebrity magazine and newspaper publisher with a combined value in excess of £280m.
  • Acting for the prospective purchasers in their takeover of a Premier League Football Club.
  • Advising on the £166 million sale of a group of companies with an industrial portfolio.
  • Acting on the acquisition and financing of 545 public houses, worth £163 million.
  • Advising on the £25 million sale to a UK plc of a leading UK independent internet service provider.
  • Advising the founders and owners of a high end chain of London coffee shops on the sale, earn out and rollover of the owners’ differing interests in the business to a well known industry leading private equity firm.
  • Advising the owners of a mining public relations agency on the sale of the worldwide operations to a UK quoted company.

Career History

Partner, Teacher Stern

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37-41 Bedford Row London WC1R 4JH United Kingdom