Carve-outs

Our experience in designing, executing and guiding clients through carve-out transactions is second to none.

We consistently act on the largest and most complex cross-border M&A transactions, including those with a strategic carve-out element. In 2019 we advised on 3 of the top 4 carve-out transactions globally by deal value.

Whether it’s strategics and financial sponsors looking to unlock more value in M&A or strategies shifting in the current economic climate, market appetite for complex carve-out transactions has never been stronger. Yet as businesses become ever more integrated and supply chains more complicated and diversified, clients are facing an increasingly complex array of legal, strategic and commercial challenges.

We can help. Our team has unrivalled experience advising clients on these high stakes transactions and as a result, is at the forefront of the latest market practice. Their expertise spans a range of sectors and geographies on both buy-side and sell-side transactions. 

Our multi-disciplinary strength ensures clients benefit from market-leading support across all aspects of a deal including technology, sourcing, intellectual property, data, antitrust and tax.

In addition to deep market expertise, the team also offers a healthy dose of pragmatism. Our advice is focussed, relevant and commercial and our fees are competitive, with a keen focus on tight cost management and the use of technological innovations to maximise efficiencies.

Unrivalled experience

Consumer

Nestlé: advising on its sale of Nestlé Skin Health for an enterprise value of CHF10.2bn.

Unilever: advising on the US$7bn carve-out sale of its global spreads business to KKR.

Montagu Private Equity: advising on their US$340m carve-out acquisition of the flexographic printing division of Kodak.

L’Oréal: advising on the sale of The Body Shop to the Brazilian group Natura

Healthcare

Novartis: advising on:

  • the US$7.1bn sale of Novartis’ vaccines business to GSK
  • the carve-out for antitrust reasons of the influenza vaccines business from the vaccines business sold to GSK and sale to CSL Limited (simultaneous closing)

Qiagen: advising on the acquisition of GE Healthcare's forensic technology business.

Takeda: advising on its disposal of its haemostasis product TachoSil to GTCR.

Industrials

ThyssenKrupp: advising on the €17bn sale of its elevator business to a consortium of bidders led by Advent, Cinven and RAG Foundation. One of the top 3 global M&A deals by deal value in H1 2020.

Brambles Industries: advising on the carve-out and sale of its IFCO business to Triton and a middle eastern sovereign wealth fund.

Whirlpool Corporation: advising on the US$1.08bn sale of its Embraco compressor business to Nidec Corporation.

Energy

BP: advising on the sale of its Acetyls and Aromatics business to INEOS.

National Grid/Cadent: advising on the sale of a 61% equity interest in its UK gas distribution business (Cadent) for an enterprise value of £13.8bn. The biggest ever energy infrastructure deal in the UK.

Macquarie Group and Wren House: advising on the divestment of part of Viesgo's portfolio to Repsol for €750m.

Mining

Rio Tinto: advising on the sale of its Alcan Engineered Products business to Apollo and FSI, with Rio Tinto maintaining a sizeable minority stake.

Anglo American: advising on the carve-out of certain non-operational properties from Lafarge Tarmac Holdings Limited.

KAZ Minerals: advising on the US$240m transfer of certain mature assets in the Central Regions of Kazakhstan to Cuprum Holding.

Tech

CK Hutchison: advising on the €10bn sale of their European towers business to Cellnex.

SIX Group: advising on the c.€2.8bn auction sale of its Payment Services division to Worldline.

I Squared Capital: advising on its US$2.15bn acquisition of GTT's transatlantic fibre network and data centre infrastructure division.

Vodafone: advising on the US$1.2bn sale of its Scandinavian towers business to Telenor.

Financial Institutions

Bank of Scotland: advising on its acquisition of Tesco Personal Finance plc’s (Tesco Bank) prime £3.7bn UK residential mortgage portfolio.

NatWest Group: advising on the sale of its Investor Products and Equity Derivatives business to BNP Paribas and the proposed carve out of Williams & Glyn.

Lloyds Banking Group: advising on its branch disposal sale process creating the TSB Banking Group.

Julius Baer: advising on the acquisition of the non-US Global Wealth and Investment Management business of Bank of America Merrill Lynch.

Star magenta

Band 1 Corporate/M&A:
High-end Capability

Chambers Europe and Chambers Global 2020

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Ranked no. 1 for M&A in
the UK and Europe (by deal value)

Refinitiv, 2020 year to date

Star magenta

Advised on 4 of the top 10
global M&A deals (by deal value)

Refinitiv, 2020 year to date

Complete coverage of your transaction

Competition/Antitrust

  • Global merger control and foreign investment filings analysis, analysing and coordinating clearances
  • Structuring solutions and remedy proposals
  • Engagement with regulators
  • Buyer risk assessment
  • Transitional Services Agreements (TSAs) and other bridging arrangements
  • Information exchange and clean team arrangements

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Employment and Incentives

  • Works council and union engagement
  • Contractual documentation (including protection of proprietary interests)
  • Business transfer issues (including TUPE)
  • TSAs
  • Share plans – analysis of carve out impact
  • Transaction-related incentives
  • NED and senior management appointments
  • Directors indemnification
  • Remuneration framework design and implementation
  • Board committee terms of reference
  • Employee/director share dealing issues

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Tech, sourcing, data and intellectual property

  • IT, IP, data and supply chain due diligence
  • Transitional Services Agreements (TSAs)
  • Post-closing supply chain arrangements
  • Distribution Services Agreements (TDSAs)
  • Transitional IP arrangements
  • Data separation

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Tax

Our pre-eminent Tax practice is known for its market-leading work and is consistently recognised as being at the forefront of its field.

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Pensions

  • Pension scheme due diligence
  • Liability and debt-trigger implications
  • Funding obligations and contingent assets
  • Pensions restructuring
  • Regulator risk and negotiations
  • Negotiation with trustees
  • Pension benefit transfers under TUPE

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Demergers and carveouts pdf

Delivering a successful carve-out:

A guide to the issues your lawyers need to be on top of when undertaking a carve-out transaction.

DOWNLOAD >

In this webinar our M&A, Sourcing, Employment, Antitrust and Tax experts draw on their extensive carve-out and demerger experience to highlight key factors and challenges, including: mapping the perimeter, dealing with separation issues and preparing the spin-out group to stand on its own two feet.

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