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Buy-outs and Transactions

Overview

Our team advises on all types of investment and exit, including start up and early stage investments, development capital, all forms of buy-out (including secondary buy-outs), public to privates, exits by way of sale to trade or financial buyers or by means of an IPO, recapitalisations and debt restructurings.

We advise on, design and manage all aspects of an acquisition, disposal, investment or divestment, including:-

  • advising on the form of the transaction and designing and implementing an efficient transaction structure from both legal and tax perspectives;
  • undertaking legal and tax due diligence;
  • drafting and negotiating consortium agreements among the private equity consortium and the arrangements between shareholders, including shareholder agreements;
  • structuring, drafting and negotiating management arrangements, including ratchet schemes and other incentivisation arrangements;
  • advising on and structuring the Black Economic Empowerment aspects of a transaction;
  • liaising with regulatory bodies and obtaining regulatory approvals, including competition approval and exchange control approval;
  • drafting and negotiating all relevant documentation including sale and purchase, subscription and investment agreements; and
  • drafting and commenting on prospectuses, circulars and other offering memoranda to potential investors and/or shareholders.

We have acted on many of the highest profile transactions in the market. Recent examples of our work include:

  • Acting for Actis and Old Mutual in the secondary buy-out of Alstom (SA) for ZAR5,16 billion;
  • Acting for Bain Capital in their acquisition of Edgars Consolidated Stores (valued at ZAR25 billion). This deal is the largest public to private transaction to date in the African market;
  • Acting for JP Morgan in its capacity as debt arranger to a private equity consortium led by Actis in regard to the acquisition of Alexander Forbes (valued at approximately ZAR7.7 billion);
  • Acting for Ethos Private Equity Fund V in relation to the buy-out and delisting of Tiger Automotive for approximately ZAR1 billion;
  • Acting for Ethos Private Equity Fund V in relation to the buy-out and delisting of Brandcorp Holdings for approximately ZAR1,4 billion;
  • Acting for Ethos in relation to the buy-out and delisting of the House of Busby for approximately ZAR1,4 billion;
  • Acting for Ethos in relation to disposals of First Lifestyle, IST and Tsebo Outsourcing Group;
  • Acting for Actis Africa in relation to their acquisition of The Fuel Logistics Group;
  • Acting for Pan-African Investment Partners in relation to their acquisition of a stake in Micro Provident Botswana;
  • Acting for Ethos Private Equity Fund V in regard to its acquisition of a stake in The Oceanic Bank of Nigeria; and
  • Acting for a consortium of lenders in relation to the R1 billion equity recapitalisation and debt restructuring of Super Group.

We are consistently rated as one of the leading law firms in the private equity market and many of our deals are recognised as such. The Bain Capital/Edcon transaction was voted Private Equity Deal of the Year in 2007 and the Actis/Alstom SA transaction was voted Private Equity Deal of the Year 2008 as well as African Venture Capital Deal of the Year in 2008.