Complex deals call for good communication with colleagues, clients and others involved. We asked three solicitors to explain how they worked together on a private equity deal to acquire a restaurant group.

The team
Howard Corney is a partner. He graduated from the University of Bristol with a degree in law.

Charlotte Jones is an assistant solicitor. She graduated from the University of Sussex with a degree in English.

James Gilbert is a trainee solicitor. He graduated from the University of Oxford with a degree in maths and philosophy.

The deal
Macfarlanes was instructed by private equity house PPM Capital on the acquisition of Paramount Restaurant Group in 2006. The group includes well-known restaurant brands such as Caffè Uno, Brasserie Chez Gérard and Livebait.

An established relationship
As an existing client, PPM Capital had instructed Macfarlanes before. This helped the process run smoothly, as assistant solicitor Charlotte Jones explains: ‘We were able to go along to the initial management presentation which helped us gain an understanding of the business. Commercially, we were in the loop right from the beginning.’

Partner Howard Corney, a senior assistant at the time of the transaction, explains that the corporate aspects of the transaction were divided into two distinct but related workstreams; one dealing with the terms on which the business would be acquired and the other agreeing terms with the management team in relation to their ongoing investment in the business and terms of employment.

Problem solving
One of the first stages in the transaction was the due diligence process (legal and financial research into the business) which Charlotte co-ordinated. As well as sending out requests for information to the sellers, Charlotte’s team was responsible for producing the due diligence report and for co-ordinating the specialist teams’ input into it: in addition to the corporate team, specialists from the property, commercial, employment, share options, pensions and tax teams were involved in the transaction.

‘The due diligence process highlighted a number of issues that needed to be understood before any binding agreements were signed,’ says Charlotte. ‘Specific contractual protection was negotiated into the documents to give PPM the level of comfort it needed to proceed with the transaction.’

Working together
In addition to producing the due diligence report, agreeing terms with the lending bank and negotiating the acquisition and management documents, it was necessary to undertake a detailed exercise with the sellers’ lawyers whereby they disclosed areas of the business that were less than perfect.

‘There were hundreds of details to be negotiated, so the management team needed to be very patient,’ says Charlotte. ‘However, at the same time we got to know the managers very well. As lawyers it’s good to build new relationships that could lead to future work.’

A learning experience
Tight deadlines meant that administration was a crucial part of the deal. With a significant number of documents being sent through daily throughout the transaction, it was important to keep on top of the flow of paper. Trainee James Gilbert was drafted in to help. ‘This was my first deal in the corporate team,’ says James. ‘My biggest task was managing the documents in the disclosure process – there were documents coming in right up until the deal was signed, and they needed to be collated and sent on to the relevant specialists within the firm for review and comment.’

It was a steep learning curve for James but also a chance to demonstrate his skills. ‘I learnt a lot about the practical side of deals,’ he says. ‘And there was a lot of camaraderie during the late nights – working together with partners and assistants to tight deadlines meant that barriers were relaxed.’ The deal completed just three months after the team became involved and despite the hard work it was a satisfying transaction on which to work. ‘There was a relatively short time frame but a cordial environment. Our ability to provide a good service to PPM depended not only on good communication between members of our team but between us and PPM’s other professional advisers,’ Howard concludes.