Spin-outs

Spin-outs of private equity businesses are a unique type of transaction with their own mixture of commercial and structural issues. They combine a challenging M&A transaction with creating the structure and governance for a new management business. We have worked on several of these transactions, often advising the management team, for whom the issues are normally most complex.

Our world-leading tax team has considerable expertise in advising on the tax issues which are often critical to these transactions – in particular, we have a real focus on personal as well as corporate tax, which can be key. We also have considerable experience in guiding our clients through the often critical regulatory issues and approvals and governance structures, required.

These transactions often create career-defining moments for the individual team members, whether senior or junior. Circumstances can also vary significantly from transaction to transaction. We have considerable expertise on the best strategies to guide management teams through these processes, supported by leading employment experts.

Experience Highlights:

• Emso: advising on its spin out from Citibank and ongoing house advice.
• GNRI: advising the Barclays resources team on the spin-out from Barclays and the formation of GNRI, a new global natural resources manager.
• Guy Hands: advising on the spin-out of the Principal Finance Group of Nomura International into a new private equity house, Terra Firma Capital Partners.
• InfraRed Capital: advising the CEO and management team of HSBC Specialist Investments on the spin out of InfraRed Capital.
• MidOcean Partners: advising on its spin-out from Deutsche Bank including, at the time, the world’s largest secondaries transaction.
• Squarepoint Capital: advising the management team of Squarepoint Capital on its spin out from Barclays Bank plc.