Getting the deal done - A showcase of recent deals from our Corporate Finance team - Quantuma
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Getting the deal done A showcase of recent deals from our Corporate Finance team April 2021 www.quantuma.com
A record breaking period Earlier this year our Corporate Finance team completed a record-breaking eight transactions in quick succession, at a combined value of over £130m. Key themes Exits were a reoccurring theme throughout the transactions. Disposal to Disposal to PE These included the sale of Collaborative Project Management overseas acquirer backed business Services (CPMS) to French engineering group Egis, which saw YFM Equity Partners exit the business, and the partial shareholder exit of professional services provider of Microsoft identity and cyber security solutions ThirdSpace, which also included an investment from TiG, backed by BGF. Management buyouts (MBOs) backed by private equity have proved a popular exit strategy in recent weeks, with Quantuma advising on the disposal of facilities management business Disposal to a PE Lead adviser to Pareto FM in an £18m MBO supported by NVM Private Equity, in addition to the MBO of data and network security specialist backed MBO MBO acquirer Phoenix Datacom, backed by private equity giant LDC. The team also completed the disposal of compliance training consultancy Compliancy Services to an MBO backed by Ethos Partners. As well as this, they advised on the sale of digital content platform and publisher Dezeen to Danish media company JP/Politiken Media Group. In addition, our Transaction Services team completed their Disposal and vendor assist M&A first vendor due diligence for data centre owner and operator to PE backed MBO Amito’s £38m transaction with investment from Harwood PE. We also provided financial due diligence for Herida Healthcare’s acquisition of Select Medical. Get in touch To discuss how we advise businesses looking to sell, acquire and raise working capital please get in touch with a member of our team. You can find contact details at the end of this Disposal to document. Vendor Due Diligence overseas acquirer 2 Quantuma | Getting the deal done
A word from Ian Barton and Mark Lucas Quantuma has gone from strength-to-strength This has been the busiest period that Quantuma in the last 12 months and following our merger has ever had for completing corporate finance with K3 Capital Group last year, we have added transactions. Driven by entrepreneurs anticipating further depth to our corporate finance offering. changes to Capital Gains Tax in the Chancellor’s Spring Budget, we have seen incredible appetite I was delighted to see KBS recognised as the from both buyers and sellers. most active adviser in the South East in 2020 and these eight deals further underline that status for Whilst no change materialised from the Budget, the Group as the leading adviser with 52 deals there remains an expectation that changes will done in January and February of 2021. be forthcoming, and we continue to experience growing activity levels despite the surge of Across the K3 Group we are continuing to invest deal completions in the last few weeks. After an in our ability to support businesses across all inevitable pause in deals in the first few months regions and sectors through significant periods of the pandemic, we have seen accelerating of change, with specialities in market mapping, activity since last autumn and the deals market debt advisory and tax advisory in the first half has bounced back stronger than ever, with new of 2021. types of transactions coming to the fore. Deals are happening at pace and our pipeline is strong, so we expect continued deal activity for the next few months ahead. Mark Lucas Mark Lucas Ian Barton Managing Director Managing Director, Corporate Finance Lead Corporate Finance K3 Capital Group Plc 3 Quantuma | Getting the deal done
The deals
Ian Barton Phillipa Robinson Managing Director, Director, Corporate Finance Corporate Finance The client The outcome Founded in 2003, the Hitchin-based company Compliancy Services, After undertaking a vendor assist review and report, we then used our which provides compliance consultancy and regtech offerings to a range in-depth understanding of the client’s needs and solid connections with of regulated financial services clients, were actively planning for their private equity funders to successfully facilitate a transaction backed by next phase of growth. The company, which manages client’s ongoing Ethos Partners LLP in less than three months. The sale will enable the compliance and regulatory obligations and assists businesses in becoming company to accelerate its growth whilst continuing to work with its clients authorised by the Financial Conduct Authority (‘FCA’) and the Prudential as a trusted compliance partner, delivering cost-effective solutions as the Regulation Authority (‘PRA’), instructed us to assist and advise on a disposal regulatory landscape continues to increase and evolve. via a private equity backed MBO. It took significant effort from all sides to complete this transaction in the agreed timescale, especially during a national lockdown, and we look What we did forward to subsequent news of the future growth of the business in the coming years. Our specialists, Ian Barton and Philippa Robinson, immediately recognised the need to identify a private equity partner who could work with the current stakeholders to help shape the future of the company. We initiated a seamless process where we efficiently matched a buyer Ben Mason, non-executive director at Compliancy Services, which suited the company’s approach and values in addition to working commented: with the shareholders to design a resilient structure for the business to “We worked incredibly closely with the Quantuma’s team to secure the sale of move forward into its next phase of growth. This approach allowed for our company to an MBO backed by Ethos. This process was made seamless the retirement of company founder Iain Stephen, as well as the equity by Ian’s comprehensive knowledge of potential buyers, which meant he was incentivisation for the majority shareholder Ben Mason and the new CEO able to efficiently match us with a buyer that suited our approach and values. Phillip Naughton, whilst delivering a partial exit. Ian and Philippa supported a process that facilitated a sale in less than three months from when we first met Ethos. We could not have found our buyer or completed the process without Ian and Philippa’s expert assistance.” 5 Quantuma | Getting the deal done
Ian Barton Adrian Howells Managing Director, Director, Corporate Finance Corporate Finance The client The outcome Established in 1984, Phoenix Datacom is a data and network security We are delighted to have supported Phoenix Datacom, LDC and the team specialist based in Aylesbury which helps organisations to build, validate throughout the deal, which sees former UK President of BT Global Services and optimise their networks and secure business critical assets. The and CEO of Alternative Networks, Mark Quartermaine, join as non-executive company has built a strong customer base over the years, working with chairman. The deal is a testament to the company’s resilience and drive to a range of financial institutions, network operators, media businesses, continue to grow the business at the same time as executing the buyout broadcasters and public sector organisations across the UK. and we look forward to seeing the business’s successful growth story. In the year ending 31 March 2020, the business reported revenues of more than £20 million – an increase of 48 per cent over the past three years. Our dedicated team, led by Ian Barton, Adrian Howells, and Reuben Taylor, John Carson, CEO of Phoenix Datacom said: were introduced when the company sought a buyout in conjunction with a “Throughout the transaction, we really benefited from Quantuma’s extensive potential investment, to expand its suite of hardware and software products experience and fast responses. Working with Ian and Adrian was an absolute and explore complementary acquisitions. pleasure – their pragmatic approach and very positive attitude to keep our deal on track was particularly beneficial. This is especially the case given with the challenge of not being able to meet face-to-face for most of the deal due What we did to lockdown, and their support, friendship and professionalism were key to We supported Phoenix Datacom’s management team in developing its delivering a successful outcome.” business plan and were able to secure an investment from private equity firm, LDC. Our expert team successfully structured a beneficial deal for all parties involved with the client praising our extensive experience and pragmatic approach which kept the deal on track given the challenges the lockdowns presented. 6 Quantuma | Getting the deal done
Ian Barton Fardeen Nariman Managing Director, Director, Corporate Finance Corporate Finance The client The outcome Oxfordshire-based Pareto FM was founded in 2014 by the current managing We are delighted to have supported two of the founding shareholders director Andrew Hulbert and has built a strong reputation in the industry in successfully exiting the business, as well as finding Andrew and the as a people business, with a focus on customer service, diversity and staff management team the right partner in NVM that will help the business engagement. continue its impressive growth. Pareto was set up as an antidote to large, inflexible service providers, It is a strong validation and testament to the business that has been built delivering a tech-enabled suite of customer-focused solutions. The and led by Andrew and his team and the injection of this investment makes management team has been highly successful at building a blue-chip Pareto a significant force in the industry. We look forward to following its customer base and boasts a market-leading Net Promoter Score of 75, as next phase of development. well as being recently featured in the Sunday Times Fast Track 100. What we did Andrew Hulbert, managing director at Pareto added: “It was important to Pareto that we found the right partner to go on this journey Our expert team, led by Fardeen Nariman, Ian Barton and Reuben with us. Quantuma worked closely with our senior management to support Taylor, acted as lead adviser to facilitate an MBO which will enable the us throughout the whole process, offering guidance, advice and support management team to not only continue to expand organically, but also take day and night. We are delighted with the deal we have structured which will advantage of depressed asset pricing as a result of the pandemic, which enable Pareto to better support its clients and team members as well as grow has seen a number of less agile FM businesses struggle to tilt their business further in Facilities Management. The injection of investment makes Pareto models. a significant force and we look forward to seeing it continue on its journey to We recognised the importance of finding the right partner to go on transform the industry.” this journey with Pareto and supported the company’s shareholders in developing its business plan which helped secure an investment from private equity firm, NVM, who valued the business at £18 million. 7 Quantuma | Getting the deal done
Mark Lucas Fardeen Nariman Managing Director and Director, Corporate Finance Lead Corporate Finance for K3 Group plc The client The outcome ThirdSpace is the UK’s leading professional services provider of Microsoft We successfully structured and delivered the deal for all parties securing identity and cyber security solutions. The company, which has offices in some realisation of value as well as finding a new home for the business Oxford and South Wales, designs, implements and supports state-of-the-art in TiG, a company which we believe is the right strategic partner for the identity, access and security solutions. As an eight-time Microsoft Partner businesses long-term plan. of the Year winner, Thirdspace has helped organisations meet complex security and compliance obligations, while improving collaboration between As part of the deal, ThirdSpace’s CEO, will join the TiG board as chief staff, partners and customers. The combined group now boasts over 210 strategy officer whilst the sales director is also set to join the board as chief employees providing advanced Azure transformational solutions, data sales officer to drive the company’s ambitions to become the UK’s leading analytics, 24/7 managed services, as well as the latest Sentinel and SOC Advanced Digital MSP. solutions to identify and respond to critical security threats. Neil Coughlan, CEO at ThirdSpace said: What we did “I have worked with Mark Lucas, Fardeen Nariman and the Quantuma team Our expert team, led by Mark Lucas, Fardeen Nariman and Richard Hill, through a successful MBO and now the transaction with TiG. Every time, they were introduced to act as the exclusive lead adviser to the shareholders have delivered and made the process as seamless as it can be – they are who were seeking an investment which would help realise some value. We multi-talented financial professionals and guides.” swiftly engaged in the transaction, supporting the company in developing its business plan and were subsequently able to secure an investment from TiG, backed by BGF. 8 Quantuma | Getting the deal done
Mark Lucas Fardeen Nariman Managing Director and Director, Corporate Finance Lead Corporate Finance for K3 Group plc The client The outcome Established in 2012, London-based CPMS has developed into a multi- We are delighted to have been able to assist YFM on securing a successful discipline infrastructure and consulting business offering professional exit and the team at CPMS in joining Egis. This acquisition brings together services in enterprise asset management, project management, engineering two complementary businesses and will give CPMS a strategic edge to and construction in the rail, aviation and highways industries. The company strengthen their existing portfolio in the UK. now has a turnover in excess of £8 million and over 70 employees. In the last eight years, the business has supported over £1 billion of investment in the UK rail sector. Mat Baine, managing director at CPMS, added: “Mark and Fardeen have delivered a great result for YFM and the business. What we did They ran a smooth process with no surprises. Both Egis and CPMS have similar cultures, with each of us striving to provide high quality service offerings to our Our team, led by Mark Lucas and Fardeen Nariman, were instructed to clients, as well as offer growth and career development opportunities to our provide lead financial advice to the management team and shareholders employees.” of CPMS on the sale of their shares to French engineering group Egis. The investment has also enabled YFM Equity Partners (YFM) to exit the business. Egis has been involved in several projects in the UK and Ireland in recent years, including the Dublin Luas tram, the modernisation of the London Underground (tubelines), the extension of Midland Metro network, the upgrade of both the Irish and British rail networks’ signalling systems and acting as a consultant to HS2. More recently, the engineering group has worked on the design of the Cambridgeshire Autonomous Metro and the West Yorkshire Area Transport Plan. 9 Quantuma | Getting the deal done
Adrian Howells Director, Corporate Finance The client The outcome Digital content platform and publisher Dezeen, is a popular and influential We successfully delivered this transaction in a matter of weeks which architecture and design magazine. Dezeen has grown rapidly since its resulted in a mutually beneficial outcome for both the sellers and the launch in November 2006, with its audience growing year on year – by 2019 buyers. It is not often that we see such a complimentary match between the average number of monthly visitors had risen to three million. parties and there is much excitement and opportunity for the future. The deal, which marks JPP’s first acquisition outside of Scandinavia and is What we did the latest step in its international expansion, will preserve Dezeen’s editorial independence. It will also help to drive the brand’s ambitious growth plans Our advisory team, led by director Adrian Howells, were instructed as while retaining its position as the world’s most popular and influential the lead adviser on the company’s sale to Danish media company, JP/ architecture and design magazine. As part of the acquisition, founder and Politikens Hus Media Group (JPP). We oversaw the entire transaction editor-in-chief Marcus Fairs will serve as CEO in the UK. process, including helping to prepare a business plan and financial forecast for the next three years, negotiating terms and price and overseeing the implementation of a revised enterprise management incentive share option scheme for key management. Marcus Fairs, founder and editor-in-chief at Dezeen, said: “Quantuma were brilliant throughout the process. They made everything easy for us to understand and they were on hand 24/7 to help us get the deal done quickly and successfully. They knew what they were doing and were able to clearly see both what we wanted and what the buyer wanted and were able to skilfully bring the two sides together.” 10 Quantuma | Getting the deal done
Jonathan Thornton Managing Director Transaction Services The client The outcome Leeds-headquartered Herida Healthcare is a privately owned pressure case We successfully advised Herida on their first acquisition resulting in the new and moving and handling manufacturer. The firm works with clinicians and group boasting joint revenues of £17m and strong double-digit EBITDA for professionals to develop products that will enhance both the comfort and the current year, ending March 2021. quality of life for patients, especially focusing on mattresses and cushions. In the purchase of Select, Herida has kicked off what is expected to be Select Medical is a Blackburn based company which supplies, cleans and an ambitious series of strategic acquisitions by strengthening its core repairs a wide range of pressure relieving mattresses and cushions. Since product range and expertise. The two businesses have clear synergies, 2001, the firm has supported front line care workers, the NHS and care which provides confidence that the enlarged group will go from strength to homes in the prevention of debilitating pressure ulcers. strength in the coming years. What we did Neil Smith, Chairman at Herida Healthcare, said: Our dedicated team of professionals provided financial and tax due “Quantuma provided the financial due diligence for Herida on our Select diligence to Herida Healthcare on its acquisition of Select Medical. Medical transaction. I was delighted with the flexibility and coordinated interaction of the team and they met the tight timeframe to close the transaction. Well done and thank you to you all.” 11 Quantuma | Getting the deal done
Jonathan Thornton Managing Director Transaction Services The client The outcome Amito own and operate the largest, most efficient, and secure data centre in We are delighted to have completed our first vendor due diligence given Reading, and deliver colocation services through a network of 20 facilities that our transaction services offering was established just 18 months ago. across the UK.. The deal, worth £38.7 million, will enable the business to move forward with its ambitious plans for expansion. What we did In Harwood, the business has found the ideal partner to help take it to the next stage of its development, and we look forward to seeing how Amito Our transaction services team were instructed to provide financial and progresses with this new support. tax vendor due diligence to data centre owner and operator Amito on its minority investment from Harwood Private Equity. Harwood Private Equity is a leading investor in UK lower mid-market Ed Butler, CEO at Amito said: companies. Based in Mayfair, the firm has a portfolio including podcasting “We are delighted to have successfully secured investment from Harwood business Audioboom, vehicle insurer Tradewise Insurance Services and Private Equity and are keen to realise the next phase of our growth strategy. eyewear brand Inspecs We are pleased to have had Quantuma supporting us throughout the process.” 12 Quantuma | Getting the deal done
The team Mark Lucas Ian Barton Jonathan Thornton Managing Director and Managing Director Managing Director Corporate Finance Lead Corporate Finance Transaction Services for K3 Group plc 07500 585852 07881 816001 +44 (0)7918 277329 mark.lucas@quantuma.com ian.barton@quantuma.com jonathan.thornton@quantuma.com Phillipa Robinson Adrian Howells Fardeen Nariman Director Director Director Corporate Finance Corporate Finance Corporate Finance 07753 821598 07725 909852 07500 372070 phillipa.robinson@quantuma.com adrian.howells@quantuma.com fardeen.nariman@quantuma.com Valentina Vitali Director Private Equity Coverage Quantuma and K3 Group plc 07436 033536 valentina.vitali@quantuma.com 13 Quantuma | Getting the deal done
Part of K3 Capital Group plc We’ve merged with AIM-listed K3 Capital Group plc. Provides a business transfer service Provides business sale services that which utilises extensive online advertising identify and match the sellers of SME The merger will allow us to continue at including business for sale portals and its businesses to trade, individual and pace to build a global, multidisciplinary own proprietary buyer database in order to institutional buyers both in the UK and professional services group with significant match buyers and sellers. overseas. capabilities in financial advisory, restructuring and insolvency, corporate finance, specialist Typically these clients’ businesses have an Typically, these businesses have an R&D tax advisory and forensic accounting and enterprise value of up to c.£2 million and enterprise value ranging from c.£0.5 expert witness services. are engaged in a wide variety of sectors million to c.£10 million and covers a including retail, catering, care, commercial, broad range of sectors. K3 Capital Group includes a range of licensed and leisure markets. advisory services to SMEs across the UK. RandD is a Midlands based, R&D Tax Credit An execution model for clients InTax are a leading tax Specialist servicing clients across the whole mandated through KBS Corporate investigations business. of the UK. The RandD team possess specialist whose complexity or value requires a knowledge and senior level experience across service led by directors with a qualified Their team is comprised of chartered the tax spectrum, allowing them to operate and technical background. tax advisers and former Inland across a wide range of industry sectors. Revenue inspectors who have A strong track record of delivering many years’ experience in assisting Launched in the year 2000, R&D tax credits deals to private equity and trade (both businesses and individuals who are are a government initiative to boost the UK privately owned and listed) buyers in subject to tax investigations and tax economy through rewarding innovation, the the UK and overseas, typically with enquiries of all types. company also undertake Patent Box Tax Relief an enterprise value of between c.£10 and Creative Industries Tax Relief. million and c.£200 million. 14 Quantuma | Getting the deal done
Restructuring & Insolvency | Financial Advisory | Forensic Accounting & Investigations Cross-Border Asset Recovery | Pensions Advisory | Corporate Finance | Creditor Services www.quantuma.com
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