Company and commercial case studies
Facilities Management Agreement for Major High Street Retailer
Combining the expertise of our Construction and Engineering and Company and Commercial departments, Anna Rabin and Charles Gerada acted for T2, the company appointed to manage the tender and appointment process for the provision of facilities management services to and on behalf of a major high street retailer.
This involved the preparation of an Invitation to Tender Document and a Facilities Management Consultant's Appointment, in respect of which the successful tenderer would be asked to carry out certain services. These included the management of preventative and reactive ongoing maintenance of all high street and superstore retail outlets, the provision of a telephone help desk, regional surveyors, an annual survey of each store, the management of capital projects funded through a maintenance budget and financial reporting.
Ownership structures on substantial real estate transactions in the UK and overseas
We have acted for clients on a wide variety of fiscally efficient onshore and offshore ownership structures including co-ownership, joint ventures (through JV companies and LLPs) and unit trusts.
On numerous occasions we have advised in relation to lending and security on property transactions, sometimes for the borrower and sometimes for the lender.
Sale of UK Software Developer
We assisted in the sale to a US buyer of a UK software developer. Much of the value of the deal lay in the post-sale performance of the target company which meant that substantial negotiation and careful drafting were required to ring-fence the business of the target company post-sale whilst still harnessing the synergies that provided the logic for the acquisition in the first place.
Resolution of shareholder dispute
We advised the majority shareholders in a client company concerning a dispute with a minority shareholder. We assisted in negotiating the terms of the minority shareholder’s departure and prepared the documentation for a buy-back of shares by the client company.
Drawing on significant franchising experience, the Group advised a well-established UK-wide master franchisee of a major US-based international franchise network on the overhaul of its franchise agreements - upstream and downstream - and on the acquisition of an additional franchise property.
Multinational investment in new London club and restaurant
Illustrating our familiarity with London’s leisure industry, the Group acted for the founders and managers of a significant new club and restaurant on the acquisition of two adjoining licensed leasehold sites. Investors in the project included a number of high net worth individuals alongside a major UK clearing bank. Jeffrey Green Russell assisted the client in meeting the investors’ security and other requirements in addition to those of the landlords and the planning and licensing authorities. In undertaking all aspects of the transaction, we demonstrated our ability to bring a practical, multi-disciplinary approach to bear, involving substantial co-operation between colleagues in the Company and Commercial, Property, Licensing and Planning Groups.
Restaurant joint venture
Co-operating extensively with Jeffrey Green Russell’s Planning and Licensing teams, we acted for a well-known London restaurateur in a joint venture with a London hotel for the restaurateur to establish a major restaurant within the hotel. In relation to this transaction, we also undertook the trade mark registration and other intellectual property work associated with the restaurant’s branding.
The Group acted for the management of a company in its dealings with banks, a private equity house and vendors on the buy-out of a large property portfolio and related business for a listed UK property company, as part of a public offer and the company’s delisting.
Cross-border M & A
Acting for the Dutch purchaser of the French subsidiary of an English engineering company, the Company and Commercial Group was instructed to handle a complex and innovative multi-million Euro cross-border acquisition. In this the purchaser acted jointly with the management of the French target. Despite multiple layers of complexity, the deal was completed within three weeks of the initial instruction.
Acting for the Hungarian owners of a Hungarian group of companies (in the marketing consultancy field) on its sale to an AIM-listed UK company.
Acting for sellers on the sale of a major sports-related rights holder located both inside and outside the EU with advertising and sponsorship properties and hospitality rights at events around the world.