How it started

A leading creative services provider operating across multiple sites in Central London was seeking to sell the business to an international group specialising in content production. With significant interest from the market, the shareholders and management team required experienced legal advisers to manage a competitive sale process, navigate complex legal and commercial issues, and deliver a smooth transaction.

What we did

Moorcrofts acted for the sellers, providing full legal support throughout the deal. Our role included:

• Managing multiple offers and negotiating exclusivity and heads of terms with the preferred buyer.

• Advising on a complex deferred consideration structure, including a robust security package across multiple UK and overseas companies within the purchaser’s group.

• Conducting legal due diligence, preparing a detailed disclosure letter, and negotiating the share purchase agreement and a full suite of ancillary documents.

• Handling late-stage changes to the deal structure, involving a hybrid ‘locked box’ and completion accounts mechanism with carefully negotiated provisions for leakage and permitted leakage.

• Addressing property issues across five locations, including lease arrangements, rent reviews involving a significant public landlord, and a live acquisition of an additional site.

• Managing employment-related disclosures, including ongoing internal matters, and advising on communications and risk management.

• Collaborating with the client’s accountants to advise on employee incentive arrangements, ensuring staff retention in light of a previously planned share scheme that was mid-implementation.

How it helped our client

Moorcrofts’ commercial and legal insight helped the shareholders to:

• Achieve favourable terms by carefully managing buyer interest and driving negotiations.

• Mitigate future risk with a strong legal structure to protect deferred payments.

• Maintain momentum despite live operational matters, including property and HR complexities.

• Ensure business continuity and key staff retention by swiftly addressing incentive arrangements with the incoming owners.

• Successfully complete a sophisticated cross-border transaction with confidence and clarity.

Contact us

Whether you’re selling your business, considering employee incentive schemes, or facing a complex corporate restructure, our team can help you get it right, please contact a member of our team.