Management Buy Outs; a guide

Tony Forster

A management buy-out takes place when the managers and/or executives of a company purchase a controlling interest in a company from existing shareholders.

In most cases, the management will buy out all the outstanding shareholders and then take the company private because it feels it has the expertise to grow the business better if it controls the ownership. Quite often, management will team up with a venture capitalist to acquire the business because it’s a complicated process that requires significant capital.

The Legal Side of a Management Buy Out

There is usually more legal documentation in a management buy out than a sale on the open market, and the management buy out team should appoint legal advisers to guide them through the transaction.

WHAT ARE THE MAIN LEGAL DOCUMENTS INVOLVED IN A MANAGEMENT BUY-OUT?

The Heads of Agreement

This document set the rules of the management buy out for both the buyers and the sellers.

The Sale and Purchase Agreement of the Buy Out

This document sets out whether shares or assets are being sold by the sellers to the management buy out company.  There are important differences in these sale formats.  Both sides must consider which is best for them.

Subscription Agreement for direct investment by an Institutional Investor (if applicable)

i.e. Venture Capitalists.  This sets out the rules regarding new investment in the business.

Property Sale and Leaseback Documentation

If the business includes property, it is sometimes possible to mortgage that property to a financial institution- thus retaining the use but releasing the capital.  There may be tax implications involved with this, so professional advice should be sought.

Shareholders Agreement 

Financial Institutions will want this, e.g. Legal Charges and/or Debentures over the management buy out teams shares and possibly other assets, the assets of the buy out business, as security for the investment of the financial institution.

Articles of Association

Containing such matters as the rights attached to various classes of shares; and the general rules for meetings of Directors.

Service Agreement

Members of the management buy out team will normally be expected to enter into new Service Agreements ensuring their continued involvement with the business, possibly with different salary levels.

Employee Incentives

Such as Share Option Agreements, Employee Share Ownership plans

– This list is provided for information only.  It cannot constitute legal advice.  Each transaction is different.  Please feel free to contact Tony Forster, Commercial Partner (tforster@metcalfes.co.uk ) for detailed advice when required.

Tony Forster

Partner

0117 945 3040

Advertisements

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Google+ photo

You are commenting using your Google+ account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s