HomeCase studiesEnsuring a solvent business restructure for the next generation

Why the client needed our help

Our client was providing commercial finance to a recruitment agency. The shareholder and director of the agency was planning his retirement. As a first step, he wanted to divide the existing business in two, selling one part to his son and retaining the other part in a second entity.

Both new businesses wished to use our client’s receivables finance facilities. At the same time our client wanted to transfer the legacy facility to its own new entity, which would also provide funding to the new businesses.

We were asked to assist in structuring the transaction to ensure there was a smooth transition of business for both the two new companies and our client.

How we helped

After reviewing the terms of the share sale agreement, and the business and assets sale agreements for the recruitment agencies, we advised on and prepared the documentation that would effectively transfer the book debts of each part of the business to the new companies, also ensuring that these debts could be used by the new companies for receivables financing with our client.

We reviewed and approved all the corporate approvals and formalities for each of the companies for both the share and business transfers and the multiple secured finance facilities. We worked closely with the companies’ solicitors, co-ordinating and supervising the simultaneous completion of all agreements. We also assisted our client by preparing a complex security structure, involving cross-corporate guarantees supported by all asset debentures from all the recruitment companies, in favour of our client and novating the original facility to the new funding entity.

The outcome

Our carefully constructed financing structure and oversight of the restructuring meant that the business separation and sale to new trading entities could be completed without any interruption to the recruitment agency business. It also meant that new secured receivables financing facilities could be implemented immediately on terms acceptable to our client.


Key contacts

Chris Willison

Chris Willison

Partner

Sally Bradshaw

Sally Bradshaw

Senior Associate

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