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  1. Corporate and commercial: Bristol
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Who Represents Who

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Burges Salmon LLP’s corporate department is ‘always professional, timely and ready with solutions’, and is singled out for its historic strength in transport sector related mandates. Bolstered by a network of relationships spanning Europe, US and Asia, the team has seen a rise in international investment work, as well as increased activity in the energy, hotel and leisure and financial services sectors. In an example of the department’s international push and ‘sound knowledge of the hospitality sector’, Rupert Weston advised Singapore-based YTL Hotels on three hotel acquisitions from Westmont Hospitality, which were structured as share purchases and formed a key part of the client’s strategy for growth in the UK. Dominic Davis acted for Bord na Móna on its acquisition of the entire issued share capital of White Moss Horticulture, which was the client’s first investment in the UK market. New infrastructure and energy clients include the Department for Business, Energy & Industrial Strategy and Wessex Water. Also recommended are practice head Richard Spink, who is ‘an excellent team manager’, Mark Shepherd, and Chris Godfrey, who heads the firm’s financial services team.

Osborne Clarke has ‘great strength in depth’, with a track record of corporate advice normally associated with City firms – its expertise ranges from PE and VC fund formation and transactional matters, to equity capital markets and major M&A. The department’s sector strengths include digital business, financial services, real estate and infrastructure and energy. Simon Spooner was involved in multiple international matters in 2016, including advising Automobile Association Developments on an international vehicle telematics joint venture with Dutch and Austrian roadside assistance clubs and Intelematics, a market-leading Australian automotive software company. Mark Wesker (who is ‘uncompromising in his approach’) assisted Amerisur Resources, a company investing in full-cycle oil and gas initiatives in South America, on a cash box placing of new ordinary shares on the LSE to raise $35m. David Ferris specialises in M&A, transactional and commercial contract work for energy and utilities clients, and acted for the shareholders of Integral UK on its $330m sale to US-headquartered investment management company JLL. Department head Alisdair Livingstone acted for one of the UK’s leading mid-market PE funds, Lloyds Development Capital, in relation to private equity financing of the management buyout of ADEY.

TLT’s ‘dynamic’ corporate group specialises in fundraising and M&A for clients in the renewable energy and retail sectors, as well as private equity investments and corporate restructuring and turnaround mandates, while the commercial practice provides support to clients in the retail, consumer goods, leisure, energy and financial services sectors. John Wood heads the corporate side of the department and advised Savills on its acquisition of GBR Phoenix Beard Holdings, and assisted the same client with its investment in real estate start-up YOPA. In another highlight, Alice Gardner advised Briefing Media on its acquisition of French company Global Data Systems. On the commercial side, ‘heavyweight commercial lawyer’ Perran Jervis acted for WHSmith in connection with a commercial JV regarding the operation of post offices within the client’s stores; Jervis is also acting for Sainsbury’s in relation to a collaboration with Euro Garages for the operation of a national chain of petrol station forecourt convenience stores. Commercial practice head Bill Hull assisted Merlin Entertainments with the commercial aspects of its $34.4m investment in Big Bus Tours.

Ashfords LLP’s Bristol-based corporate team is increasingly acting for large national and international clients, especially in the retail and tech sectors. The corporate department is known for its work in capital markets transactions, including IPOs, as well as transactions involving private equity and venture capital funds. Andrew Betteridge heads the corporate team and is acting for Sysrepublic on the sale of its entire issued share capital to TRE SR Holdings, a deal valued at several tens-of-millions of pounds. In an illustration of the group’s real expertise, Betteridge led a large team that advised Perwyn LLP on the buyout of Sumo Digital by Perwyn Private Equity, which received senior debt financing from Clydesdale Bank and mezzanine financing from PIF Republica. Chris Dyson acted for Notion Capital Managers on a $13m investment in GoCardless, a subsidiary of US-based Groupay, and in another US-facing matter, advised the shareholders of Internal Results on the sale of the business to US-based Madison Logic. Rory Suggett is also recommended.

Clients of Bond Dickinson LLP rate its ability to provide ‘depth of expertise at competitive rates’ to regional and national companies in the energy, private equity and insurance sectors. The ‘thorough and commercialTom Fitzpatrick advised Rockpool Investments on the management buyout of NCE Computer Group and led a team acting for the Gillett family on the disposal of Gillett’s (Callington) Limited, which operates 63 SPAR stores throughout the South West. Simon Hewes splits his time between the firm’s London and Bristol offices and specialises in advising on M&A and private equity transactions. In an example of the firm’s national reach, Hewes acted for Piper and JamJar, the investment vehicle for the founders of the Innocent drinks brand, on a £7m private equity investment in Catapult Enterprises, which owns the Propercorn business. Alex Fergus acted for Hydro International on its agreed takeover by Hanover Bidco, which included the delisting of Hydro’s shares on AIM. The department also has expertise in Middle East and African jurisdictions.

Clarke Willmott LLP regularly handles corporate transactions for mid-market clients, managers and investors, and the team has noted increased activity in private equity-backed transactions. Practice head Simon Thomas has handled multiple instructions for Altitude Partners, the most recent of which concerned the client’s multimillion-pound investment into Moortec Semiconductors. Thomas also advised longstanding client Goonvean Holdings on its acquisition of Francis Holdings. The ‘dynamicKirill Bingham, who joined the firm’s Taunton office from Ashfords LLP, regularly works alongside the Bristol team; he was part of a team led by Simon Smith acting for management on the Lloyds Development Capital-backed £17m management buyout of Panther Logistics. Smith often advises on transactions with international elements.

DAC Beachcroft LLP is routinely called on to handle complex cross-border transactions, and is renowned for its M&A and VC work related to the financial services, TMT, renewable energy and healthcare sectors. John Williams jointly heads the practice and has expertise in corporate finance, capital markets and PE transactions. His recent highlights include advising the sellers and management team on the £30m management buyout of Oakland Capital. Fellow co-head James Reed advised Oxygen Freejumping on its first major fundraising, resulting in an £8m debt facility with Beechbrook Capital and £2m additional equity investment from the client’s existing shareholders. In an illustration of the firm’s ability to leverage its Singapore presence, Michael Pearce acted for Old Mutual Wealth on its acquisition of Singapore-based AAM Advisory. Senior associate Jonathan White is also recommended.

For some, Roxburgh Milkins LLP is ‘at least comparable in every way to that of larger firms’. The boutique corporate firm specialises in the technology, leisure and financial services sectors, regularly acting for sellers in PE-backed exit transactions, as well as for acquirers. Richard Hopkins and the ‘methodical and focused’ Charles van der Lande assisted Financière Mademoiselle Desserts on its acquisition of South West-based Ministry of Cake. Practice head Bruce Roxburgh (who attracts praise for his ‘insightful and honest advice’) led the team advising Curtis Banks Group on its £45m acquisition of Suffolk Life Group, which was the client’s largest takeover since its AIM flotation in 2015. On the sell-side, the team was instructed by the shareholders of The Farleigh Group in relation to the sale of its issued share capital to Wealth at Work, a PE-backed provider of financial education in the workplace. Jason Milkins is another key contact.

Foot Anstey’s corporate and commercial team provides ‘commercial and down-to-earth’ advice in the technology, energy and utilities sectors. Jonathan Oddy leads the commercial group, which includes Martin Cuell, who acted for Smiths News Trading on the negotiation and amendment of a business critical contract with Daisy Group. Other key figures in the Bristol office include Emily Settle, a ‘strong deal negotiator and clear communicator’ who was part of a team led by Plymouth-based Chris Worrell acting for Centrica on a £145m acquisition of ENER-G Cogen International. Senior associate Ed Bodey is also recommended, as is Joanne Rumley, who joined the Bristol team in 2017 from Bond Dickinson LLP.

Thrings LLP’s corporate and M&A department is known for its work regarding mid-market M&A, joint venture agreements, funding and equity investments, restructuring and compliance advice. The Bristol-based practice is headed by Jane Oakland, who in 2016 led a cross-disciplinary team advising a holding company on the sale of an automotive group. Mike Tomlin acted for a shareholder on liability and consideration arrangements in relation to a multimillion-dollar sale and was part of a team led by Bath-based Alex Pyatt advising a Cornwall-based client on investment and shareholder agreements concerning a portfolio of hotels. Pyatt also acted for a Bath-based client in relation to a complex reorganisation and demerger. Elaine Meyrick is also recommended.

The ‘proactive and professional’ team at VWV (Veale Wasbrough Vizards) regularly acts for healthcare, education and family business, and has been increasingly active in the technology sector, having advised over 30 tech start-ups in 2016. Nathan Guest is ‘truly passionate about new technologies and working with early-stage SMEs’; he advised start-ups such as Ripjar and enModus in relation to various fundraising rounds. In the education sector, corporate practice head Robert Collier acted for Bellevue Education on 12 school acquisitions in the UK, including the acquisition of Sherborne House School from Dubai-based GEMS Education. Also recommended are Edward Rimmell, who is a ‘responsive and knowledgeable’ commercial contract specialist, and Doug Locke, who heads the commercial practice.

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Legal Developments in South West for Corporate and commercial: Bristol

  • US rules regarding offshore accounts

    The Hiring Incentives to Restore Employment Act 2010, enacted on 18 March 2010, imposes a new US withholding tax and reporting regime, known as the Foreign Account Tax Compliance Act (FATCA). The FATCA regime applies generally to payments made after 31 December 2012, except on obligations (to be defined in future guidance) outstanding on 18 March 2012. Substantial effort is required by foreign entities to bring their worldwide operations and policies into compliance with the FATCA rules as of the effective date.

    - Jones Day

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