Baker Tilly M&A and Private Equity - Texto...

Baker Tilly

M&A and Private Equity

Baker Tilly

• £200m national business

• Member of Baker Tilly International

• Core services:

• Audit

• Corporate finance

• Restructuring and recovery

• Tax

Glasgow Edinburgh

Newcastle

LeedsHullStoke-on-Trent

Bury St EdmundsChelmsford

Watford

Tunbridge WellsLondon

Bromley

Gatwick - CrawleyBrightonGuildford

Basingstoke

BristolMilton Keynes

Hereford

Birmingham

ChesterWarrington

Liverpool

Manchester

Baker Tilly Corporate Finance LLP

Alistair Hynd

• Financial modelling

• Model review

• PFI advisory

• Debt advisory

• Capital structuring

Project Finance

• Fairness opinions

• Exit planning

• Acquisition support

• Shareholder disputes

Jim Clifford

Valuations

• Sell side- corporate- owner managed- private equity

• Private equity- MBO/MBI- development capital- refinancing

• Acquisitions


Robert Donaldson

Capital Markets

Chilton Taylor

• Main market IPO

• AIM IPO

• City code

Due Diligence

Paul Johnson

• Financial

• Tax

• IT

• Operations

• Pensions

Baker Tilly Corporate Finance – our sector experience over the last 5 years

Sector Number of transactions

Business services 173

Consumer 60

Financial services 58

Food 17

Healthcare & education 35

Manufacturing & distribution 120

Media & entertainment 63

Property & construction 65

Software & technology 67

Travel & leisure 51

Content• Our transactions

• Case studies

• Private equity testimonials

• Team

M&A and Private Equity – some of our current transactions

PE Req’t

10 - 50Size (£)

SaleDescription

Online ancillary travel businessSector

Apollo is one of the UK's leading online providers of travel insurance, airport parking and ancillary travel products such as flights and hotels. In addition to this the business also provides white labelling services for a number of high profile travel brands.

Since featuring in the 2008 Real Deals Hot 100 list Apollo has been approached by both private equity and trade buyers. We have been mandated to help the shareholders explore a sale. The sale is currently on hold whilst the shareholders carry out some internal restructuring and although they are not actively looking for a buyer they remain open to an approach.

ApolloProject

PE Req’t

10 - 50Size (£)

SaleDescription

Urban design and planningSectorBlueprint is a leading town planning consultancy based in the South East and the Midlands. It provides a full range of planning services. This includes strategic and development plan promotion, master planning and urban design, development control and environmental impact assessments.

This is a trade deal, with PE being low down on the list of preferred options. We are currently in the final stages of discussions with four trade players.

BlueprintProject

PE Req’t

10 - 50Size (£)

MBODescription

ATMsSector An independent operator of ATMs in Europe. The ATMs are owned by the business but the majority of the servicing is outsourced. Forecast to deliver £6m EBITDA from turnover of £20m in 2009.

We have been engaged by the former management team to buy the business with private equity backing.

CougarProject


PE Req’t

<10Size (£)

Partial sale to managementDescription

Specialist supplier of optoelectonics, laser and display solutionsSector

Project Hubble is the partial sale to management of a specialist supplier of optoelectronics, laser and display solutions. Products and their applications include: lift door sensors; infrared LEDs used for night vision security cameras; and fibre optic sensors/detectors used for communications.

We are acting for the vendor, who wants to retain significant equity. Offers were received from asset based lenders before the deal was put on hold due to the vendor’s uncertainty regarding the debt market. The business is performing well. We are looking for PE to take a minority stake.

HubbleProject

PE Req’t

10 - 50Size (£)

SaleDescription

Analytics softwareSectorInformation analytics software business for the pharmaceutical industry. The software allows data from multiple sources to be cleaned and amalgamated to produce useful reports for the end user (the pharmaceutical company).

We have been engaged to sell the business.

FlemingProject

PE Req’t

10 - 50Size (£)

MBODescription

Specialist recruitmentSector Baker Tilly is acting for the founder and 100% shareholder of Iris on a partial MBO of the business. Iris operates two distinct business units within the group. The first recruits senior executives within the corporate communications and public relations sectors. The second provides senior interim managers to the public and HR sectors. As part of the MBO further acquisitions to the group have been planned. Iris will be marketed exclusively to financial backers - private equity and banks. The process is currently on hold subject to market conditions.

Iris IIProject


PE Req’t

50 - 100Size (£)

SBODescription

Serviced officesSector

Monarch is a leading owner and operator of UK and international serviced offices. The business operates a different model to most serviced office operators with non branded buildings and centralised voice and data systems. Monarch currently operates 22 serviced office sites, 19 of which are ‘mature’ serviced office units in the UK. The run rate of the ‘mature’ business is c£7.1m EBITDA. Building on the core profitable UK business, management plan to roll out the service model internationally. Monarch currently has units either operational or close to operational in both India and Dubai and are looking at a US acquisition opportunity.

Baker Tilly has been mandated to support management, who are seeking private equity funding to support their expansion plan and possibly buy out the existing institutional investor. Total funding requirement for replacement and development capital is c£30m -£40m.

MonarchProject

PE Req’t

10 - 50 Size (£)

SaleDescription

Data collaboration softwareSector

Link II is a leading supplier of collaboration and publishing software solutions across the UK. Their solutions are used by a significant number of government bodies, who are required to produce large, complicated documents for stakeholders. The software can be used in real time by multiple users in multiple locations. It therefore enables collaboration between departments and provides a central portal for the creation of these documents.

The vendor, our client, is selling the business to trade. We currently have a number of interested parties that have made offers. PE involvement has been considered and will be revisited if trade doesn’t come through.

Link IIProject

PE Req’t

10 - 50 Size (£)

Early stage fundraisingDescription

Landmark property/leisureSector The team behind the London Eye are building another leisure attraction in Brighton called the i360, which is designed to provide a similar observation experience to the Eye. The Brighton i360 is planned to be the first of a number of i360s to be built throughout the world. When fully operational, it is forecast to deliver EBITDA of £11m from revenues of £18m. The funding requirement is c. £35m.

We have been engaged to raise the funds to complete the project. We have £15m of equity committed and are working on the debt requirement.

PierProject


PE Req’t

10 - 50Size (£)

SaleDescription

ConsultancySector

Virtue is a leading provider of Business Performance Management (BPM) life cycle services, including process transformation, system implementation and application management. The business works with a number of prestigious international clients and in addition to its London headquarters now has two overseas offices. Virtue is forecast to make c£4.0m EBIT in the y/e 2010.

Virtue was approached by a consultancy business with an appetite to acquire and integrate the business into its own offering. We have been engaged by the shareholders to help realise their investment on the best terms. Negotiations are currently taking place.

VirtueProject


• Case studies


• Team

Plantech – Sale

Transaction summary

Overview

Project Shoot was the sale of Plantech Ltd, one of the UK’s leading suppliers of planning software solutions and consultancy to local authorities.

Plantech was sold to IDOX plc, the AIM listed specialist information and knowledge management company.

Our role

ConfidentialValue

February 2008Date

Private vendorsClient

Software & TechnologySector

SaleTransaction type

Key deal features

Price 10 X Profit Before Tax

Vendors retired with cash on day one

Consideration maintained despite material restatement of accounts

Tax efficient structure with surplus cash bought by purchaser

“We were particularly concerned to find a happy home for a company which we had built up over 25 years and Baker Tilly understood our concerns as well as our ambitions."

Rob AndersonCo-founder and Managing Director

Rob Anderson, the co founder and majority shareholder approached us to sell his business after we were recommended by lawyers Memery Crystal.

Maintaining the culture and values were key in identifying the right buyer. Baker Tilly conducted extensive purchaser research to identify 30 potential buyers from 7 countries.

During the sale process we were able to maintain the original level of consideration despite government spending cutbacks and the discovery of an accounting error reducing profits by 33%.

All of the founding shareholders exited the business with cash in full at completion. Plantech’s Technical Director and minority shareholder, Simon Brunnen, was promoted to Managing Director.

Wilson Taylor Asia Pacific – Sale

Transaction summary

Overview

Project Sling was the sale of Wilson Taylor Asia Pacific Pte Ltd (WTAP), a leading provider of corrosion control solutions based in the Far East. The business was acquired by APS Dubai, a Middle Eastern supplier of pipeline services and industrial coatings backed by HSBC Private Equity.

Our role

Not disclosedValue

February 2008Date


Oil & gasSector


Key deal features

Baker Tilly met Christopher Westcott in early 2006 and won the sale mandate after a competitive tender process.

We used our global resources to conduct extensive purchaser research identifying a suitable buyer with a strategic interest in the business.

Our negotiations enabled the shareholders to receive 80% cash out at completion as well as retaining a 20% stake in the business going forward.

Baker Tilly ran the bidding process and advised on the offers received. A competitive auction process and assertive negotiation drove value and maximised proceeds for the vendors.

Baker Tilly introduced the vendors to legal advisers in Singapore, coordinated site visits and managed the process to completion across three time zones.

Baker Tilly negotiated a 33% increase in price from first round offer to completion

Global transaction – UK based shareholder, Singapore based management team, Middle Eastern buyer

Double buy out – HSBC Private Equity backed the buy out of APS simultaneously with the acquisition of WTAP.

““Baker Tilly acted in a highly professional manner throughout the process and handled the various cultural and legislative differences very well. They gained a fast understanding of our very niche business to approach companies from all over the world. I was particularly impressed that they were involved all the way through the transaction.”

Christopher Westcott,Chairman, Wilson Taylor Asia Pacific Pte Ltd

WA Turner – Sale

Transaction summary

Overview

Project Simon was the sale of WA Turner, one of the UK’s largest independent manufacturers of high end own label sausages and pastry products. WA Turner supplies most of the major multiples including Tesco, Sainsbury’s, Morrison’s and Somerfield.

WA Turner was acquired by IFP, Europe's largest beef producer.

Our role

£10 - £50mValue

December 2007Date

WA TurnerClient

Food manufacturingSector


Key deal features

“Baker Tilly got us a terrific result. Their advice throughout the transaction on strategy and tactics was spot on. They secured a great deal for us at a time when booming raw material prices were making the food manufacturing industry a painful place to be. They dealt deftly with a number of interested parties and kept the pressure on. Without their tenacity and excellent negotiating skills, I'm not sure we would have got a deal done. “

Mark Roberts, Managing Director, W A Turner Full cash exit for the vendors

Achieved 16x EBIT sale price

Trans-national

WA Turner’s MD, Mark Roberts, led an MBO of the business from Premier Foods in 2003. Baker Tilly built up a relationship with the team in 2005 and started looking at exit strategies with them during 2006.

Prior to the sale, Baker Tilly’s tax team advised the business on its restructuring into 5 separate companies.

After an aborted sale to a major competitor, Baker Tilly managed a highly intensive sale process to IFP in a deal which was completed in under 6 weeks.

Baker Tilly also provided tax advice during the transaction.

BDA – Partial sale and private equity fundraising

Transaction summary

Overview

Project Wrap saw BDA, the UK’s leading broadcast design and promotions agency, complete a private equity backed deal with Octopus Investments, in a deal valuing the business at £15m.

The BDA shareholders required development capital to support the next stage of BDA’s growth plans and also wanted to take money off the table.

BDA has offices globally and has led successful branding and on-air promotions for countless TV channels. These include Sky Italia, ITV, Playboy, Setanta Sports, NBC Universal, Discovery, National Geographic, Hallmark Channel and Fremantle. Most recently BDA won the mandate to produce the official opening title sequence for the 2008 Beijing Olympics.

Our role

£10 - £50mValue

December 2007Date

Bruce Dunlop & AssociatesClient

Media ServicesSector

Partial sale and private equity fundraisingTransaction type

Key deal features

Baker Tilly advised the BDA shareholders, conducting a controlled auction process to both trade and private equity and negotiating final terms with Octopus Investments.

Baker Tilly negotiated a partial cash out deal which provided Octopus with a minority stake and the existing shareholders with a significant cash sum. In addition Baker Tilly secured a non dilutive acquisition facility to allow BDA to realise its international expansion plans and strategic investments in its digital and fast growing non broadcast business.

Significant cash out secured for the BDA shareholders

Non dilutive acquisition facility negotiated to support ongoing expansion

Dual auction process to trade and private equity

"Rob and his team at Baker Tilly have taken ‘hand-holding’ to new heights. We at BDA were a team with no experience of seeking investment and no knowledge of the process. However they have guided us to an exceptional outcome. The triumvirate of Rob, Ali and Dan each bought their own skills to the table supported by the weight of the larger Baker Tilly group. We look forward to working with The Fabulous Baker Tilly boys on the next disposal.“

Honor Barratt, Managing Director, BDA

Benugo – Sale

Transaction summary

OverviewProject Boston was the sale of Benugo Ltd, the high-end contemporary deli / coffee shop chain and restaurant operator. Benugo was sold to independent contract caterer BaxterStorey whosimultaneously acquired Holroyd Howe, an independent specialist food service operator. The acquisitions were backed by equity funding from Mezzanine Management and debt funding from RBS, Barclays and AIB.

Our role

£10-50mValue

December 2007Date


Food and DrinkSector


Key deal features

Deal multiple of 25x trailing PER

3 club bank deal and private equity minority stake

Three-way acquisition

“When we decided on this merger, we needed some advice and they did a very good job for us. It was a quick deal that came in on track; they got the full price that was asked for. They were very personable but at the same time incredibly professional. They were able to steer the negotiations to the absolute best possible outcome. We would have no hesitation in recommending them to others or using them again.“

Ben WarnerCo-founder, Benugo

Baker Tilly were involved with Benugo from its early days. When the time came to exit our intimate knowledge of the business and management meant that we could add exceptional value to the deal.

The Baker Tilly team successfully managed the needs and expectations of twenty six shareholders, including family members, angel investors and owner managers. Each group had different goals from cash exit to an opportunity to reinvest in the new business and deliver an accelerated expansion plan of the Benugo brand.

The intensive sale process was hit by a number of setbacks. Not only was the credit crunch in full swing leading to hesitancy from the banking club, but issues with tax clearance almost collapsed the deal. With a large number of parties and advisors working on the transaction, we ensured that Benugo’s interests were kept of primary importance throughout.

Morgan Chambers Plc – Sale

Transaction summary

Overview

Project Sunrise was the sale of Morgan Chambers Plc, Europe’s leading outsourcing advisory firm with offices across seven regions in Europe and Asia.

Morgan Chambers was sold to EquaTerra Inc (US), in a transaction which bought together the worlds two top ranked full service outsourcing and offshoring advisors.

Our role

£10 - £50mValue

September 2007Date

Morgan ChambersClient

Business ServicesSector


Key deal features

Baker Tilly began discussions with Morgan Chambers as potential replacement Corporate Finance and Audit advisors. Soon after forming the relationship, Morgan Chambers was approached by EquaTerra and Baker Tilly were asked to advise the company on its potential sale.

Baker Tilly led the sale process with EquaTerra and other potential purchases. This included negotiating the price and terms, coordinating the release of financial information, coordinating lawyers and other advisors and advising Morgan Chambers on each stage of the transaction. The trans-Atlantic deal was lead from London and also involved significant input with Morgan Chambers’ other international offices.

Baker Tilly also provided tax advice for the transaction.

Trans–Atlantic transaction

Offices in multiple jurisdictions around Europe and Asia

Diverse shareholder base with significant employee share ownership

“The Baker Tilly team worked tirelessly to advise and direct on a multi-faceted and complicated deal. At all times their advice was measured, balanced and paced to suit the unfolding circumstances. They were able to quietly and calmly achieve equilibrium in the face of diverse shareholder demands and levels of understanding, whilst dealing with a complex trans-Atlantic transaction. They are highly professional!”

Robert Morgan,Chairman and founder,Morgan Chambers Plc

Lambert Smith Hampton – MBO

Transaction summary

Overview

Project Echo was the management buy-out of Lambert Smith Hampton Limited (LSH), a leading commercial property consultancy with over 30 offices across the UK. Management acquired LSH from quoted parent WS Atkins to return the business to private ownership. Funding support was provided by Bank of Scotland Corporate.

Our role

£50 - 100mValue

July 2007Date

Management teamClient


Management buy-outTransaction type

Key deal features

The management team were referred to Baker Tilly by lawyers Berwin Leighton Paisner and after a small beauty parade, won the mandate.

Baker Tilly led the buy-out negotiating terms with the vendor, restructuring the debt package with the funder and coordinating all due diligence. Baker Tilly secured a majority stake for management and a good price with the vendor, which remained unchanged despite the business outperforming expected profits by 50%. The deal was set to an extremely tight timetable which Baker Tilly delivered in five weeks.

Baker Tilly also provided tax advice for management.

Price – 5 x EBIT

Management achieved an 80% stake

Deal was delivered within 5 weeks

‘‘Baker Tilly provided an excellent service from start to finish. They threw everything at this deal. We had a tight timetable and some difficult issues to resolve. They were always there to guide us through and, most importantly, made a real difference.”

Mark Rigby,Chief Executive, Lambert Smith Hampton Limited

Fitness Professionals - Acquisition

Transaction summary

Overview

Project Spin was the acquisition of US based e-learning group Personal Training on the Net (“PTotN”) by Fitness Professionals (“FitPro”), the leading provider of services to the UK fitness industry. The acquisition of PTotN provides FitPro with a wider customer base, an international presence and increases its web based services to its existing members of clubs and instructors.

Our role

£10m - £50mValue

February 2007Date

AcquirorClient

LeisureSector

AcquisitionTransaction type

Key deal features

Brent Hallo, the FitPro founder, was referred to us by Bowmark, the mid market buyout house. The mandate was won from FitPro’s existing advisors. Brent wanted to acquire PTotN as part of a structured growth strategy. The acquisition would open up the US market and consolidate FitPro’s position as the number one provider of subscription based services to the health and fitness industry.

Baker Tilly led the transaction throughout the negotiations and legal processes which was made more complex by a cross border structure involving a UK client, vendors based in Australia and operations based in the United States.

Baker Tilly also provided financial due diligence on the target. The result was a structure allowing FitPro to access the US market with the ongoing support of the PTotN shareholders.

Cross border deal across 3 continents

Negotiated a deal to take account of differing shareholder expectations and roles in the enlarged group

Maintained price and terms despite the business outperforming during the process

“Rob, Ali and Dan understand the issues and sensitivities involved in acquiring a business from private vendors. They helped us to structure the right deal and were at hand to ensure everything ran smoothly to completion.”

Roger Llewellyn, Chairman, Fitness Professionals Limited

Change Recruitment - MBO

Transaction summary

Overview

Project Butterfly was the management buy-out of Change Recruitment Group, Scotland’s leading independent recruitment consultancy, backed by NBGI Private Equity and Clydesdale Bank. Change is a permanent recruitment business which operates across 10 divisions, from international placements and call centres to lawyers and accountants.

Our role

£10m – 50mValue

December 2006Date




Key deal features

Suzanne Ramsay came to Baker Tilly when the founder was looking to sell in early 2006. With our help Suzanne persuaded the vendor to allow the team to undertake a management buy-out. We introduced the management team to the funding community meeting both bank and equity providers. On our advice the management team selected NBGI Private Equity due to their strong track record in the sector and the value they could bring post transaction.

The deal maintained a Scottish flavour with debt being provided by Clydesdale Bank's acquisition finance team based in Edinburgh with Baker Tilly's Edinburgh tax team also providing advice. We secured a majority equity stake for the team.Valued at a double digit EBIT multiple

70% shareholder cashed out in full on completion

30% shareholders partially rolled over into new equity

‘‘Baker Tilly led the process and ensured management's objectives were met but didn't compromise the foundations of the business on the way - they never lost sight of the people issues. It was hard work but Rob and his team made it a fun journey with their constant drive, energy and compassion. Theycommitted everything to make sure the deal succeeded.”

Suzanne Ramsay, Chief Executive, Change Recruitment Group

Limehouse Group - Sale

Transaction summary

Overview

Project Link was the sale of Limehouse to Trident, a corporate communications specialist, backed by private equity house, Iceni Capital. Trident was itself the subject of a simultaneous capital raising and completion of the double buy-out has led to the creation of a marketing services platform offering corporate, public and not for profit clients end to end design and communications solutions.

Our role

<£10m Value

November 2006Date


MediaSector


Key deal features

Giles Welch, Limehouse majority shareholder was referred to us by ECI. Giles wanted to realise his 70% share of Limehouse and focus his efforts on his other software business. After a mini beauty parade Baker Tilly were mandated to advise on an exit.

We advised the vendor in the sale to Trident Communications backed by Iceni Capital. This was a complicated deal with Iceni backing the management teams of both Trident and Limehouse in a simultaneous double buy-out.

Baker Tilly created a limited yet competitive auction and managed a process involving five legal firms, three sets of principals, two groups of investing management teams, two financial and legal due diligence processes and a mix of exiting and investing shareholders.

Vendor exited in full for cash

Management received a significant stake going forward

Management withdrew £1m in cash

‘‘At all times the team at Baker Tilly provided excellent advice and a cool and confident approach. Having never been through a transaction like this before it was reassuring to have experienced people in our corner. Without their help I truly believe this deal wouldn’t have gone through.”

Giles Welch, Managing Director, The Limehouse Group

Mi Limited - Sale

Transaction summary

Overview

Project Hunt was the sale of Mi Limited to Open GI, the insurance software house backed by Montagu.

The acquisition of Mi further strengthened Open GI’s portfolio of solutions to the insurance sector and crucially gave it an entrance to the London insurance market.

Our role

£10m – 50mValue

October 2006Date




Key deal features

Tony Colborne and Liam Flavelle approached Baker Tilly having initially attended one of our seminars. We conducted an aggressive but controlled auction process, undertaking a far-ranging global purchaser research - over 120 businesses were considered and vetted. Eventually, 31 companies in 6 different countries were approached.

Having received several offers, we negotiated an increase of 25% in value from the highest initial offers. Despite being involved in the business and holding key relationships with clients we were able to deliver an all cash deal to the founders.

Price - 4 x Revenue, 18 x Earnings

All cash deal

Founders exited at completion

‘‘Baker Tilly provided excellent guidance and advice through the process of the transaction. Theyprovided close personal care and attention and made us feel like an important client. Baker Tilly was extremely helpful in maintaining the relationship and clear understanding with the purchaser to ensure the transaction was a success.”

Tony Colborne,Chief Executive, Mi

Ferguson Snell & Associates - Sale

Transaction summary

Overview

Project Water was the sale of Ferguson Snell & Associates Limited to Xchanging Limited, a business outsourcing provider. Ferguson Snell is at the forefront of helping professionals, including many famous names, through the regulation and documentation required to enter and work in the UK.

Our role

ConfidentialValue

June 2006Date




Key deal features

The Baker Tilly team had maintained contact with Paul Ferguson and John Snell for six years until they decided to exit the business.

With only fifteen staff it was critical that we ran a process sensitively. Our approach was to identify a buyer which had both a strategic reason to acquire the business but who would also maintain the existing culture and value staff loyalty. Using our existing network of corporate contacts we identified Xchanging. Once terms were agreed the deal was completed in six weeks.

Rifle shot – specific buyer identified

Price – 3 x Revenue

60% cash – balance 1 year earn-out

“The best. They were everything we could have asked for. The team provided a very professional servicethroughout the entire transaction process. We would recommend them to anyone looking to sell their business."

Paul Ferguson, Managing Director, Ferguson Snell & Associates

Summersault Communications - Sale

Transaction summary

OverviewProject Spring was the sale of Summersault, an award winning internal communications specialist to Motivcom. Summersault designed and published the staff magazines for McDonalds, Asda, G4S and other blue chip companies. It attracted the interest of several media agencies as well as traditional contract publishers. However, Motivcom were very keen to buy an established footprint in staff magazines and ultimately paid a premium.

Our role

<£10mValue

January 2006Date


MediaSector


Key deal features

Brian and Bernadette Jeavons, founders of Summersault, approached Baker Tilly after receiving a targeted mailshot.

The business had outgrown them and they needed to make sure it went to a good home whilst maximising value.

Following a beauty parade of advisors Baker Tilly were appointed to sell the business.Baker Tilly prepared the business for sale and conducted extensive purchaser research to identify a strategic yet sensible acquirer. Summersault attracted offers from four separate parties.After a discrete auction the business was sold to Motivicom, the AIM quoted employee motivation and incentive travel group.Price increased during due diligence!

>80% cash on completion

Limited 3 year earn-out (“icing on cake”)

“Baker Tilly are highly professional, hardworking with a thorough knowledge of the media sector. Both Ali and Rob are extremely commercially minded and a highlyimpressive team. We would certainly recommend them.”

Brian Jeavons, Managing Director, Summersault Communications

Corporate Mailing Matters - Acquisition

Transaction summary

OverviewProject Posh was the acquisition of the trade and assets of PIMS National by Corporate Mailing Matters, the Docklands based provider of document mailing services. CMM provide shareholder mailing services and corporate finance transactional mailings under affidavit to blue chip corporations.

Our role

£10m – 50mValue

December 2005Date

AcquirorClient


AcquisitionTransaction type

Key deal features

Yolanda Noble, CEO, attended a Baker Tilly seminar after which we maintained contact and built a relationship. The shareholders turned to us when they decided to buy the PIMS business.

We led the transaction managing the bank fundraising, and legal processes whilst negotiating a purchase of only the trade and assets, at a reasonable price. Baker Tilly also provided financial due diligence. We represented CMM throughout ensuring that the two companies’ongoing relationships were protected through some tense negotiation.

In handling much of the process, we gave CMM’s management the time and opportunity to focus on planning for integrating the businesses post transaction.

Acquisition from a distressed parent

Secured attractive debt terms for the buyer

Transaction completed within 6 weeks of exclusivity

“Acquiring the National business was an important step for us and timing was vital in securing the deal at the right price. Baker Tilly helped enormously in cutting through the inevitable obstacles on both terms and funding. They will be our first port of call for our next deal.”

Yolanda Noble, Chief Executive, Corporate Mailing Matters

Gymbox – Capital Raising

Transaction summary

OverviewBaker Tilly advised Gymbox, the specialist health and fitness gym chain in its second round fundraising provided by private equity investor Hotbed. The growth capital will be used to finance the rollout of the gym across several further sites. The second site is now open, and broke even within three months and a lease has been signed on the third.

Our role

ConfidentialValue

December 2005Date

ShareholdersClient

LeisureSector

Capital raisingTransaction type

Key deal features

Baker Tilly previously advised the management team of Gymbox on their 2004 MBO from Cinven backed Fitness First.

We were mandated again in 2005 to help raise development capital and agree equity terms to finance expansion. We approached a limited number of private equity investors and received offers from three. Through a competitive process we were able to agree an attractive all equity deal funded by Hotbed with an additional debt facility from HSBC.

The funding will allow the Gymbox concept to be rolled out across London and other major UK cities.

An all equity deal

Founder maintains majority stake and board control

EIS scheme

“Baker Tilly delivered again negotiating an excellent deal! They have been an integralpart of our success and I wouldn't recommend anyone else.”

Richard Hilton, Managing Director, Gymbox

Marshal Software - MBO

Transaction summary

OverviewProject Sheriff was the management buy-out of Marshal Software from Nasdaq listed NetIQ.

The management team were backed by Kelso Place. Marshal provide internet content security for government agencies and multinational blue chip organisations.

Our role

£10m – 50mValue

November 2005Date




Key deal features

Baker Tilly were approached by Ed Macnair, then the Head of worldwide sales for Marshal Software in the Summer of 2005. Marshal was an ‘unloved’product within Net IQ’s portfolio. It had no dedicated infrastructure or staff.

To ensure a deal happened, we had to find funders with sufficient appetite to take on what was a complex and risky transaction. We identified Kelso Place because of their track record in working with their investee companies on a day to day basis, helping them set up their operations. As part of the transaction, the original software and development team based in Auckland, were recruited with further offices secured across three continents. Deal negotiated across 3 continents, 4 time

zones

Entire business infrastructure put in place pre deal

Deal completed four weeks after exclusivity

‘This was a complicated global transaction that required advisers with creativity, determination and focus.

We couldn’t have wished for better advice and support in helping us find the right funding partner and conclude this deal.’

Ed Macnair, Chief Executive, Marshal Software

Motorclean - Sale

Transaction summary

OverviewProject Turtle was the sale of Motorclean Ltd to its management in a deal backed by LDC and LloydsTSB. Motorclean is a leading national provider of car valeting services to the new and used automotive industry through import centres, multiple dealerships and major shopping centres.

Our role

£10m – 50mValue

July 2005Date

Private vendorClient

Business servicesSector


Key deal features

Baker Tilly were introduced to David Finneberg by LDC.

Baker Tilly prepared a sales document, project managed the various parties and ran a banking process which confirmed LloydsTSB as the preferred debt provider.

The vendor wanted to sell his business to management. Nevertheless, we ensured that the process remained robust and that the price wasn’t chipped in due diligence.

LDC remained preferred equity provider due to their reliability on terms and their ability to leverage the bank’s Black Horse vehicle leasing operation and vehicle dealerships, Dutton Forshaw.Transaction agreed off-market

Agreed price maintained throughout – no ‘chipping’

100% cash on completion

“Baker Tilly handled the sale professionally, carefully and calmly – they never faltered, even when the going got tough. The team were always available and I always felt they were in control of the situation. Brilliant.”

David Finneberg, Managing Director, Motorclean

Ridgeway Group - Sale

Transaction summary

OverviewProject Muscle was the sale of Ridgeway Group Plc, to Emprise Plc, a national provider of facilities management services and a Royal London Private Equity portfolio company. Ridgeway is a provider of specialist cleaning and security services, in particular to the leisure industry.

Our role

ConfidentialValue

February 2005Date

Private vendorClient



Key deal features

Ridgeway was a longstanding audit client of the firm owned predominantly by one family. We spent time with the client ensuring we fully understood what was important to them. We then prepared a sensitised sale document which was circulated to selected competitors under strict confidentiality provisions.

Having run a competitive auction process we advised the shareholders to grant exclusivity to Emprise, recognising their desire to keep the Ridgeway brand and culture and that, with backing from RJD Partners, there would be no delay in fundraising.

We protected the agreed price during due diligence, carefully releasing sensitive information to Emprise, a competitor. We managed all the parties to a successful completion.

Full competitive auction process

70% cash on completion despite a single key contract

Identified buyer who maintained identity and culture

“It has been a pleasure working with Baker Tilly's Corporate Finance team. Baker Tilly found an ideal buyer who has maintained all the principles that we hold dear. There were some interestingmoments over the months but their determination and sense of humour enabled a very successful sale to be completed.”

Eric Goodwin, Managing Director, Ridgeway

Airclaims - MBO

Transaction summary

OverviewProject Spitfire was the management buy-out of Airclaims Ltd from Aviva and Royal Sun Alliance. Based at Heathrow, Airclaims is an international loss adjuster and provider of information and consultancy services to the worldwide aviation industry. Management were backed by LDC and LloydsTSB.

Our role

£10m – 50mValue

January 2005Date




Key deal features

Baker Tilly met management in early 2003. We advised management throughout an 18 month process which involved an initial rebuttal from the shareholders and competing bids from trade as well as an MBI team.

We introduced the opportunity to a select group of private equity houses who had an appetite for the sector. After receiving strong interest we advised management to select LDC as their equity funder due to their unique ability to sell into the insurance arm of their parent, LloydsTSB.

We co-ordinated a process involving a 12 member team in 4 countries. We did not overpay despite the process and secured management a tax efficient majority stake.

Management received a majority stake

12 member management team from the UK, US, France and Singapore

Bid successfully against trade interest

“Throughout the process Baker Tilly provided unswerving support, encouragement and advice. Their calm tenacity was the key to our successful MBO when many others would have failed to stay thecourse. We are very grateful.”

Derek Hammond- Giles,Chief Executive, Airclaims

Company Television - Sale

Transaction summary

OverviewProject Spotlight was the sale of Company Television, one of the UK’s leading independent film and TV drama production companies famous for productions such as Shameless and Skins.

Company was sold to All3Media, the Bridgepoint backed and largest independent TV production company in the UK, now owned by Permira.

Our role

£10m – 50mValue

October 2004Date


MediaSector


Key deal features

George Faber and Charlie Pattison mandated us to negotiate the sale of their business after being approached by All3Media with an unsolicited offer.

George and Charlie did not want their business marketed widely but wanted to ensure they were receiving value. We benchmarked their offer by approaching one other “obvious”buyer which ensured the All3Media offer was tested and provided them with some competitive tension.

All the negotiations were carried out direct with Bridgepoint, over the course of several months, and resulted in a deal for the vendors the parameters of which exceeded those seen by the industry in similar transactions.

Double digit EBIT multiple

>60% cash on completion

Bank guaranteed 3 yr earn-out with a ‘bonus’ 5 yr payment too

“A huge thanks for Baker Tilly's support, wise advice and guidance over the last few months. We greatly appreciate it and are excited about the future.”

Charlie Pattinson, Joint Managing Director, Company Television


• Case studies


• Team

“At ECI, we rate Baker Tilly's M&A and Private Equity team extremely highly. Whilst we have not recently managed to get a deal over the line together we feel we have built a strong relationship with all of the team and continue to be impressed with the quality of their work and ability to originate unique deals.”

“We have worked opposite Baker Tilly recently on a number of transactions and their professionalism and commitment to deliver is apparent. They have consistently demonstrated an ability to get things done and have a high degree of focus on the delivery of results for their clients.”

“Once management had made its decision to choose Hotbed as its equity provider we worked closely with the Baker Tilly team to conclude the investment. We found them positive and communicative partners who actively helped all the parties involved right through to completion.”

“Hands on advisors who were tough negotiators but sensitive to the people issues. We look forward to working with them again soon.”

Private Equity Testimonials

“Another triumph for the Baker Tilly M&A and Private Equity Team.Their commitment to securing the best terms possible for their client was impressive. We look forward to working with Baker Tilly again in the near future.”

“The Baker Tilly team are exceptional at what they do and invaluable in the UK mid-market as a trusted and reliable advisor to vendors, management teams and financial sponsors. More than anything else they are always a pleasure to work with. Here's to Rob’s, Ali's and Kirsty's continued success in 06.”

“We have seen a notable increase in deal activity from the Corporate Finance team at Baker Tilly. They try and gain a deep understanding into the sectors in which they are advising and accordingly have a focus that is almost unparalleled in their space in the mid-market. Highly personable as team members and are typically well respected by management teams.”

“From a zero start four years ago Baker Tilly have built one of the volume players at the lower end of the mid market in London. They have a particularly strong team and generate true proprietary deal flow. The whole approach to origination and transacting is boutique like and institutionally friendly”

“Over the last few years we've seen Baker Tilly's M&A and Private Equity team grow significantly and become an active player in the UK middle market private equity arena. We are currently working with them on a transaction and the support they have provided us has been thorough and valuable.”


• Case studies


• Team

Team – the deal leaders

Kirsty Sandwell - Partner

Kirsty joined Rob in 2001 from Vantis to help him build Baker Tilly’s London M&A and Private Equity business. During the last seven years she has been responsible for the team’s recruitment and established their origination model. Kirsty became a Partner in October 2006 and has led management buy-outs, disposals and acquisition mandates across of a range of sectors including waste, insurance and software. Her origination focus is consumer industries.

(020) 7002 8756Direct line

[email protected]

Ali Aneizi - Partner

Ali has nine years of transaction experience working with both private and public companies across a wide range of sectors such as media, leisure, entertainment, automotive, education and specialist manufacturing. Following a secondment to the Royal Bank of Scotland's new business team Ali returned to Baker Tilly in 2001 to help Rob and Kirsty establish the London M&A and Private Equity practice. Ali specialises in business disposals and private equity backed transactions and has developed close ties and a strong network of contacts within the private equity, corporate and lending communities.

(020) 7002 8749Direct line

[email protected]

Robert Donaldson – Head of M&A and Private Equity

Rob is responsible for Baker Tilly’s national M&A and Private Equity activities and has, over the last ten years advised shareholders, management teams and private equity houses on business disposals, acquisitions and buy-outs. Rob has led deals across many sectors including media, business services, leisure, manufacturing, energy, pharmaceuticals, infrastructure and information technology. Since October 2004 he has personally led and completed 24 transactions, 13 of which were private equity related.

(020) 7002 8713Direct line

[email protected]

The Team

Lindsey ThompsonBusiness Development

Manager020 7002 8763

Natalie OrdExecutive

020 7002 8758

Angus MillerExecutive

020 7002 8752

Dan Buchan Manager

020 7002 8751

Adam SpencerExecutive

020 7002 8753

Ali AneiziPartner

020 7002 8749

Robert DonaldsonHead of M&A and Private Equity

020 7002 8713

Kirsty SandwellPartner

020 7002 8756

Sarah DeanExecutive

020 7002 8755

The due diligence specialists

Katie Worsfold - Director

Katie is one of the Associate Directors responsible for executing due diligence assignments in London. She has been involved in transactions ranging from private companies (including private equity and venture capital houses) to public companies and has experience of assignments in a range of sectors including Media, IT, Travel, Property and Retail. Katie was the project manager on all of the Shed Media Plc due diligence assignments and lead the team working for Target Entertainment Limited on the acquisition of Minotaur International Limited from Virgin Media.

(020) 7413 5225Direct line

[email protected]

Stephen Mason - Partner

Stephen is the partner responsible for leading the provision of due diligence services in London to the Private Equity and financial buyers markets. Stephen moved to Baker Tilly in 2007 from PricewaterhouseCoopers in London where he spent the last 9 years providing due diligence services to private equity firms such as Apax, Bain, Doughty Hanson, Industri Kapital, Investcorp and Texas Pacific Group. Prior to PwC, Stephen was with KPMG in the UK and the Czech Republic. Stephen has strong deals experience in the business services, consumer goods, industrial products, property and media sectors.

(020) 7413 5446Direct line

[email protected]

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