M&A Advice

When a corporate is considering a purchase of a company/business the property side tends to be left until the last minute and there is almost an automatic assumption that the leases of the purchased company will be transferred across. Linked to that are indemnities given by the purchaser to the vendor that this will happen and that they will act as guarantor. This leaves the purchaser often with a portfolio of surplus properties but an obligation to take them on. Or if it is a buyer's market the purchaser does not take the properties and the vendor has to assign from the subsidiary to the parent. Our role would be to work with a corporate to assess the liability of the properties in the vehicle being sold, the likely impact of making them surplus and what else can be done to the structure. For example, if acting for a purchaser, to consider buying the business, not the company. Or possibly to buy the company but avoid providing guarantees on assignment etc so that the company can be sold on in due course with just the lease liabilities.

 


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