Overview
The Challenge
The target operated in a regulated healthcare sub-sector, meaning the transaction required careful attention to sector-specific regulatory considerations alongside the usual commercial deal terms. As one of several bidders in a competitive auction, the sponsor needed to move quickly to remain credible in the process while still conducting the due diligence necessary to underwrite a business operating in a regulated environment.
The transaction also required the sponsor to agree acquisition financing terms and a management incentive structure in parallel with the underlying acquisition negotiations, on a timetable set by the seller's process rather than one within the sponsor's control.
Our Approach
Our Private Capital team led the transaction from initial bid through to completion, coordinating a focused due diligence exercise that prioritised the regulatory and commercial issues most likely to affect value. We ran the acquisition financing workstream alongside our Finance team, negotiating facility terms with the sponsor's lenders in parallel with the share purchase agreement to avoid delay at signing.
We also advised on the design and negotiation of the management incentive plan, working with our Reward team to structure arrangements that aligned the interests of the incoming management team with those of the sponsor over the expected hold period.
The Outcome
The sponsor was selected as preferred bidder and completed the acquisition on the timetable set by the seller's process. The financing and incentive structures agreed have since been used as a reference template for the sponsor's subsequent healthcare sector transactions.
