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.

Some examples of our recent spin-outs transactions include advising:
  • Brevan Howard on its acquisition of an interest in DW Partners LP following a transfer of management of certain of their credit funds to DW Partners LP
  • a UK plc in relation to the spin out of its infrastructure fund management team and sale of its fund interests
  • BNP Paribas in the spin-out of their Clean Energy Funds business
  • PwC, as administrators of Lehman Bothers Europe, on the spin-out of the Lehmans’ private equity business to form Trilantic Partners and the sale and reorganization of Lehmans’ fund interests
  • a Canadian pension fund on a seed investment in an alternative fund manager spin-out