Greenwich Solicitors Advises on Complex Multi-Site Corporate Restructuring
Greenwich Solicitors recently completed a substantial multi-site corporate restructuring involving a portfolio of trading businesses operating from multiple locations across England. The transaction involved the reorganisation of a number of existing operating businesses into a newly established corporate group comprising a holding company (HoldCo) and multiple special purpose vehicle companies (SPVs), with the individual businesses and their associated assets transferred to the relevant SPVs. The matter required the simultaneous coordination of corporate, commercial, commercial property, employment and secured lending workstreams, together with the negotiation and implementation of a substantial suite of interdependent transaction documents. Structuring the new corporate group A central feature of the transaction was the creation of a new corporate structure under which HoldCo became the parent company of a number of newly incorporated SPVs. Each relevant trading business was transferred from its existing operating company to the appropriate SPV by way of a Business and Asset Purchase Agreement (BPA). The restructuring therefore required careful consideration not only of the individual business transfers but also of how the SPVs would operate within the wider group following completion. Greenwich Solicitors advised on the implementation of the new group structure and prepared and coordinated the necessary HoldCo and SPV corporate documentation required to implement the transaction. The corporate approvals also had to correspond precisely with the underlying BPAs, property arrangements, shareholder transactions and financing documentation. Business and asset transfers Multiple BPAs were required to deal with the transfer of the respective businesses and their associated assets into the new SPV structure. The business and asset transfers required consideration and coordination of matters including: • allocation of consideration between goodwill, equipment and other transferring assets; • completion accounts and payment mechanics; • treatment of existing liabilities and creditor balances; • transfer of operational assets; • employee transfers under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE); • completion deliverables and corporate authorities; and • coordination of the individual transfers so that the relevant SPVs could assume operation of the businesses from completion. Because numerous businesses were being transferred as part of the same overall corporate reorganisation, consistency between the individual BPAs and the wider transaction structure was particularly important. The completion mechanics also needed to ensure that the corporate, property, shareholder and financing workstreams took effect in the correct sequence. Minority shareholder restructuring The existing corporate structure included minority shareholders in a number of the Seller companies. As part of the wider restructuring, separate minority shareholder Share Purchase Agreements (SPAs) and Stock Transfer Forms (STFs) were required to reorganise those shareholdings. This involved coordinating the shareholder transfers with the relevant business disposals, corporate approvals and completion mechanics while ensuring that the legal distinction between the obligations of the Seller companies and those undertaken personally by the individual shareholders was properly maintained. The shareholder workstream therefore formed an important part of the overall corporate reorganisation rather than operating as a standalone share transfer exercise. Commercial property workstream A substantial commercial property workstream ran alongside the corporate transaction. Different business premises required different legal solutions, including: • surrenders of existing underleases; • new underleases; • licences to underlet; • landlord and […]
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