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Linklaters

Regulatory Transactions

Our global team has extensive expertise of transactions involving regulated financial institutions, from the due diligence phase to getting regulatory approvals
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Our team of regulatory lawyers have outstanding experience and expertise advising on transactions for the purchase and sale of regulated firms or assets. We particularly work closely with our Corporate, Investment Funds and Structured Finance colleagues, drawing on our wealth of knowledge from our market-leading regulatory practice.

We aim to provide technically excellent legal advice that is pragmatic and commercially appropriate, taking into account the bigger picture of the transaction as whole.

Our capabilities include:

  • regulatory due diligence
  • advising on the potential risks associated with purchasing regulated entities or assets
  • drafting/negotiating of regulatory warranties, indemnities and conditions
  • guiding clients through regulatory change in control approvals. 

We understand the potential risks associated with purchasing regulated entities, particularly from a systems and controls and conduct perspective. We are experienced at identifying risks through due diligence and working with clients to put in place appropriate protections in transaction documentation.

When the deal is signed, we have excellent knowledge of how best to navigate the PRA and FCA change in control processes successfully and as swiftly as possible.

Where approvals are needed in other jurisdictions, we work closely with our specialist regulatory colleagues to secure these. Drawing on the depth of our international expertise, we are able to advise across 70 jurisdictions through our offices and relationship firms.

Where our clients are purchasing regulated assets, such as regulated mortgage or consumer credit loans, we have a deep understanding of the relevant legislation and how to identify, assess and manage regulatory risks relating to these products.

Our experience

We advised

  • Apollo in relation to numerous insurance investments, including Aegon Ireland and the $910m acquisition of Altamira Asset Management
  • Affiliates of funds managed by The Carlyle Group in connection with their acquisition of a majority stake in Sedgwick
  • Centerbridge in connection with its joint venture with Alpha Bank
  • Cerberus on the £2bn acquisition of Capital Home Loans and the acquisition of French debt servicer MCS
  • CVC on its acquisition of April Group
  • Hg on the acquisitions of Financial Express (Holdings) Limited (FE) and of A-Plan Insurance
  • Montagu Private Equity on the acquisitions of Universal-Investment and CEFS wealth management
  • Pollen Street Capital and BC Partners on their £868m cash offer for Shawbrook Group plc
  • TDR Capital the consortium acquisition of the US$3.2bn acquisition of LeasePlan
  • Warburg Pincus, General Atlantic, Santander and Intessa on the €1.9bn Allfunds sale to Hellman and Friedman

We advised

  • CDPQ on its acquisition of a significant minority stake of approximately 25% in the Hyperion Insurance Group
  • Deutsche Börse AG on the aborted £21bn all-share merger of equals with London Stock Exchange Group plc
  • Lloyds Banking Group on:

- its branch disposal sale process creating TSB. TSB includes all the Lloyds TSB branches in Scotland, over 250 other Lloyds TSB branches across England and Wales and the Cheltenham & Gloucester business

- the £1.7bn all-cash offer by Banco de Sabadell S.A. for TSB Banking Group plc

- the €300m sale of Heidelberger Leben to a consortium of Cinven and Hannover Rück

  • Rothesay Life, a subsidiary of Goldman Sachs, in connection with the sale by Goldman Sachs of a majority stake in Rothesay Life to Blackstone, GIC and Massachusetts Mutual
  • Sumitomo on its US$2.5bn acquisition of GE’s European sponsor finance business
  • Swiss Re on its acquisition of Guardian Financial Services for £1.6bn from Cinven Group and management
  • Unicredit on the proposed £5.35bn joint venture of Pioneer with the asset management business of Santander Warburg Pincus and General Atlantic and its later sale to Amandi

We advised

  • Finablr plc on its initial public offering and admission to the premium segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange. In order to prepare for the IPO, a complex reorganisation of the Finablr group took place requiring a significant number of approvals from regulators.
  • Jardines on the formation of a new virtual bank joint venture with BOC Hong Kong (Holdings) and JD Digits (formerly JD Finance).
  • Visa Europe on the €21.2bn sale of 100% of its share capital to Visa Inc

We advised

  • Cerberus on its acquisition of the £13bn UK residential mortgage loan and consumer credit book of Northern Rock, the largest financial asset sale by a European government
  • Centerbridge in connection with its acquisition and financing of a portfolio of approximately £540m UK credit card accounts and receivables from Bank of Ireland (UK) Plc
  • Citi on the purchase of two separate portfolios of residential owner-occupied mortgages and unsecured loans from UK Asset Resolution Limited (UKAR) for a total of £4.9bn
  • Lloyds Banking Group on the £3.8bn purchase of Tesco Bank’s mortgage book
  • a consortium of the six largest UK financial institutions (Barclays Bank, HSBC Bank, Lloyds Bank, Nationwide Building Society, The Royal Bank of Scotland and Santander) in providing a staple financing package in connection with the sale in March 2017 by UKAR of some £11.8bn of mortgage loans
Sponsors
Financial Institutions
Payment service providers/operators
Regulated Assets

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