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Mercier & Valez

| 1 minute read

One Deal, Three Regimes: Planning Transatlantic Mid-Market Deals From Day One

Transatlantic mid-market deals have a habit of being planned as an M&A transaction with some specialist input added later. In my experience, the best ones are planned the other way round.

The deal is the sum of its regimes. The SPA is where they meet.

Tax shapes the structure, not the other way round. Where the buyer's holding company sits, how management roll over, and how the acquisition is financed all have UK and US tax consequences. Priya Raman's recent post on rollover equity sets out the questions to settle before heads of terms. Every one of them affects price.

Regulatory timing sets the long-stop date. HSR, CFIUS and the UK National Security and Investment Act each have their own triggers and timetables. As Daniel Okafor and Hannah Whitfield explained in August, running them from a single workplan saves weeks and avoids inconsistent answers to regulators.

Financing has to keep pace. Certain-funds requirements, private credit terms and signing conditions need to line up with both the tax structure and the regulatory timetable.

People make or break the value. Incentive plans, leaver terms and covenants that work in London may not work in New York, and vice versa. Sola Adeyemi's guide to sweet equity in cross-border buyouts is a good place to start.

Sector regulation is not optional. On healthcare and data-rich businesses, regulatory and privacy diligence can change the price or the structure. It belongs at the front of the process, not in the final week.

Disputes start at signing. As James Thornton put it, earn-outs should be drafted as if they will be litigated. The same is true of completion accounts and indemnities on any deal that crosses legal systems.

None of this is new. What is new is how quickly a well-coordinated team can now bring it together, and how visible the difference is to clients.

Joining Mercier & Valez, I have been struck by how naturally that coordination happens here. On our first deals together, tax, antitrust, finance and employment colleagues were in the room from the first call.

That is how cross-border deals should be run.

If you are planning a transatlantic acquisition, I would be glad to talk. Contact Clive Elssap in London, Priya Raman in London or Daniel Okafor in Washington DC.

Tags

crossborderma, privateequity, tax, antitrust, cfius, nsia, midmarket