The Project
Shareholder retirement, sale of entire issued share capital and formation of new company
This transaction involved the retirement of one of two main shareholders in the firm and the formation of a new holding company for the acquisition of the entire issued share capital of the company. It is an excellent illustration of Paul Matthew’s ability to draft highly complex, bespoke documentation and facilitate negotiation in a partnership environment, an area in which he holds significant experience and expertise.
What WHN Delivered
Paul Matthews led the transaction, supported by Harry Owen.
Paul advised on the complex structure of the transaction, forming the new holding company for the client which then acquired the entire issued share capital of the existing company on behalf of the continuing shareholders, who then received shares in the new company as consideration for their original shares. The retiring shareholders received a mixture of loan notes and the goodwill in relation to certain clients who they would retain.
Paul prepared the financial documentation in the form of a loan note instrument to create and document the loan notes and security was ultimately dealt with by a debenture over the goodwill in the original company’s client list.
The transaction was structured to ensure the interests of all parties were secured in the long term through appropriate recourse and security provisions.
About the client
Sheppards are a firm of Chartered Accountants established in 1971 and based in Altrincham. They provide partner led, expert accountancy and tax advice tailored to the needs and objectives of their clients, both individuals and businesses from start-ups through to large organisations.
