| 1 | A guide to Practical Law Finance's acquisition finance ... A guide to Practical Law Finance's acquisition finance resources. Acquisition finance covers a broad range of financing structures where an existing company or special purpose vehicle (SPV) purchases all or part of the assets or shares of a public or private target company. Examples of deals involving acquisition finance include leveraged buyouts (LBOs), institutional buyouts (IBOs), management buyouts (MBOs), management buy-ins (MBIs) and corporate acquisitions (that is, debt financed acquisitions made by trade buyers rather than management or a private equity firm). | Practice note: overview | Maintained |
| 2 | Acquisition finance: debt for buyouts An overview of the debt finance aspects of a buyout (whether a management buyout (MBO), a management buy-in (MBI), a buy-in management buyout (BIMBO) or an institutional buyout (IBO)). This practice note covers the different types of debt which may be used (senior, mezzanine, high yield, second lien and PIK), the security which is usually taken, priority issues and the typical terms of the senior and mezzanine finance documentation. The debt finance for a buyout may also be referred to as acquisition finance or leveraged finance. This practice note also contains links to an overview of financing an acquisition in the United States using debt, a practice note discussing negotiating issues for financial sponsors and lenders in documents used in private equity financings in the United States and an overview of the main issues to consider when structuring consideration and finance (debt or equity or a combination of the two) for a cross-border acquisition. | Practice note: overview | Maintained |
| 3 | Acquisition finance: funding sources for acquisitions This note considers the commercial factors that influence the buyer's choice of finance for an acquisition and analyses the most common forms of debt and equity finance. This practice note also contains a link to an overview of acquisition financing by equity and/or debt in the United States. | Practice note: overview | Maintained |
| 4 | Consideration and acquisition finance: international ... Overview of the main issues to consider when structuring consideration and finance (debt and or equity or a combination of the two) for a cross-border acquisition. Country specific information (updated periodically) for Australia, Canada, China, France, Germany, Hong Kong, Italy, Japan, Mexico, The Netherlands, Russian Federation, Singapore, South Korea, UK (England and Wales) and US (New York). | Practice note: overview | 27-Feb-2013 |
| 5 | Covenant-lite facilities: overview An overview of "covenant-lite" (also known as "cov-lite") loan facilities. This note examines how and why covenant-lite facilities developed, identifies the different types of covenant-lite facility that have emerged in the European leveraged finance market (including covenant-loose facilities) and their features and identifies key issues to consider when negotiating a covenant-lite facility. It also discusses the difference between maintenance and incurrence covenants. | Practice note: overview | Maintained |
| 6 | Overview: international joint ventures An overview of key issues to address on an international joint venture. | Practice note: overview | 18-Nov-2009 |
| 7 | Private equity buyouts: overview An overview of the principal features of a typical buyout in the United Kingdom, in which the private equity investor takes a majority equity stake. The note describes a typical acquisition structure, the key players, documents and deal processes. For information on all of PLC's private equity resources, see Practice note, A guide to PLC's private equity and venture capital materials. | Practice note: overview | Maintained |
| 8 | Private equity: tax overview Private equity backed transactions cover a variety of arrangements from early funding (venture capital), management buyouts and buy-ins to secondary buyouts. This note provides an overview of the main tax issues that arise in each of these transactions. It also provides an overview of the taxation of private equity funds and executives. | Practice note: overview | Maintained |
| 9 | Rights issues and secondary issues: tax overview A discussion of some of the main tax issues in relation to a secondary issue of shares or loan stock. | Practice note: overview | Maintained |
| 10 | Second lien financing: overview This practice note explains what second lien financing (or second lien finance or second lien debt) is, how it developed and how it can be distinguished from senior debt and other forms of subordinated debt. This practice note also links to materials on the use of second lien financing in the United States. | Practice note: overview | Maintained |
| 11 | Share buybacks: tax overview: quoted companies This note is an overview of the UK tax treatment of the different types of share buybacks by UK quoted companies. | Practice note: overview | Maintained |
| 12 | Share purchases: tax overview This practice note very briefly lists the major tax issues which arise when structuring the sale of a company's share capital. It assumes that the target company is resident and incorporated in the UK and deals mainly with the position of UK resident shareholders. | Practice note: overview | Maintained |
| 13 | Asset purchases: tax aspects of financing the acquisition A practice note on the tax issues for the buyer to consider when financing an assets acquisition. The note covers both domestic and cross-border transactions. | Practice notes | Maintained |
| 14 | Bank levy A practice note discussing the details of the bank levy applying from 1 January 2011. | Practice notes | Maintained |
| 15 | Choosing a governing law in finance transactions This practice note explains what a governing law clause is and the consequences of not having one. It also sets out the matters that should be considered when selecting the governing law for a finance transaction. | Practice notes | Maintained |
| 16 | Consideration and underwriting: takeovers A note looking at the financing of a takeover bid, comparing the three main methods; cash, loan notes and shares. The section on cash looks at the cash confirmation statement and various means of financing the cash, such as through debt finance, cash underpinning arrangements and trombone rights issues. The section on loan notes looks at hold-over relief for qualifying corporate bonds (QCBs), roll-over relief for non-QCBs and Takeover Code considerations, while the section on shares looks at pre-emption rights, and merger relief. Contingent value rights and mix and match offers are also addressed. | Practice notes | Maintained |
| 17 | CRC Energy Efficiency Scheme: issues for finance ... A note on some of the issues that may arise in finance transactions where lenders and/or borrowers are required to participate in the CRC Energy Efficiency Scheme. | Practice notes | Maintained |
| 18 | Debt buy-backs This note analyses the key issues that need to be considered when a borrower under a syndicated facility agreement wishes to buy back its own debt or when an entity related to the borrower wishes to buy the debt. In particular, it considers the circumstances in which debt buy-backs arise, typical features of debt buy-backs, issues raised by provisions of the facility agreement and disenfranchisement from the syndicate decision making process if the buy-back is effected by an entity related to the borrower. This note also contains a link to a detailed note on syndicated loan buy-backs in the United States. | Practice notes | Maintained |
| 19 | Earn-outs This note considers the commercial and tax issues raised by the use of an earn-out structure on the sale of a company where at least part of the price paid by the buyer is calculated by reference to the performance of the target company over a period of time after the acquisition takes place. | Practice notes | Maintained |
| 20 | Equity bridge facilities to private equity funds An outline of the key characteristics of equity bridge facilities (sometimes referred to as capital call facilities) provided to private equity funds and the main issues which the lender's lawyers need to review in the documentation relating to the fund. In particular, this note considers the importance of understanding the fund's structure (often a limited partnership), the specific provisions (such as representations, undertakings and events of default) which are included in facility agreements (or loan agreements) for equity bridge facilities to funds and the security a lender will take over the general partner's rights to draw down the limited partners' capital contributions to the fund. | Practice notes | Maintained |
| 21 | Finance law: training materials for new joiners Do you have a trainee or newly qualified lawyer joining your finance team? Are you a trainee or newly qualified lawyer wondering what finance transactions are all about? Have you moved in house and find yourself having to get to grips with finance law? If so, have a look at the following materials to get an overview of the law and practice of finance transactions. Remember to arrange for any new recruits to get access to PLC Finance and ensure they are signed up to receive our weekly and/or monthly e-mails. To do this, please e-mail info@practicallaw.com or contact your account manager on 020 7202 1220. If you do not subscribe to PLC Finance, see Request a free trial or call 020 7202 1220 to register your interest in a free trial. | Practice notes | Maintained |
| 22 | Financial assistance This note considers the rules under the Companies Act 2006, from 1 October 2009, that prohibit a public company from giving financial assistance for the purpose of the acquisition of its shares or those of a parent company, and a private company from giving financial assistance for the purpose of the acquisition of shares of a public parent company. For details of the pre-1 October 2009 position under the Companies Act 1985, see Practice note, Financial assistance: pre-1 October 2009. | Practice notes | Maintained |
| 23 | Financial assistance in buyouts A brief summary of how the financial assistance rules apply to buyouts from 1 October 2009. | Practice notes | Maintained |
| 24 | Financial assistance: Companies Act 2006 A note outlining the changes to the law on the financial assistance under the Companies Act 2006. For more detailed information and analysis, see Practice note, Financial assistance: 1 October 2009. The prohibition on financial assistance by private companies for the acquisition of shares in themselves or other private companies (including the whitewash procedure) was repealed from 1 October 2008. Chapter 2 of Part 18 of the 2006 Act (financial assistance for purchase of own shares) preserves the financial prohibition for public companies and has been in force since 1 October 2009. | Practice notes | Maintained |
| 25 | Financing an offer for a public company: issues for lenders This practice note provides an overview of issues for lenders financing an acquisition, whether by way of a bid or a scheme of arrangement, which must comply with the City Code on Takeovers and Mergers (also known as the Takeover Code or Code). Such acquisition will often be of a public company. In particular, this note covers how the Code affects lenders financing an offer, including as a result of the Code's secrecy and certain funds provisions. It also looks at other issues for lenders, such as financial assistance, re-registration of the target as a private company, squeezing-out minority shareholders and the timing of taking security from the target group. | Practice notes | Maintained |
| 26 | Financing an offer for a public company: the certain funds ... This practice note provides an overview of the "certain funds" and cash confirmation requirements set out in the City Code on Takeovers and Mergers (also known as the Takeover Code or Code). The note covers whether the certain funds requirement applies to all offers under the Code, pre-conditional offers and matters the bidder and its financial adviser must consider in relation to the cash confirmation. The note also contains an example certain funds period definition. | Practice notes | Maintained |
| 27 | Intercreditor deeds: overview An overview of the nature and purpose of an intercreditor deed (or intercreditor agreement), including a description of the key provisions of such a document and an explanation of the difference between intercreditor deeds, deeds of priority and subordination agreements. This practice note also contains links to PLC US Finance practice notes relating to the use of intercreditor agreements in the United States. | Practice notes | Maintained |
| 28 | Key dates for corporate tax practitioners: 2012 A practice note listing key forthcoming dates in 2012 for corporate tax practitioners. | Practice notes | Maintained |
| 29 | Key dates for finance lawyers in 2013 A practice note listing key forthcoming dates for UK finance lawyers. | Practice notes | Maintained |
| 30 | Loan relationships This practice note covers, in detail, the tax rules applying to companies in connection with their loan relationships. | Practice notes | Maintained |
| 31 | Material adverse change (MAC) clauses in finance documents A practice note on material adverse change (MAC) clauses in finance documents, including points to note for:Lenders when drafting and negotiating MAC clauses.Borrowers when negotiating MAC clauses.Lenders before declaring an event of default based on a MAC or withdrawing from underwriting commitments based on a market MAC. | Practice notes | Maintained |
| 32 | Releasing security This note describes the practicalities of releasing a mortgage or charge that has been given by a security provider over its property, assets and undertaking to a lender under a security agreement. | Practice notes | Maintained |
| 33 | Share buybacks: tax This note considers the commercial reasons for a share buyback, the different types of buyback and the main tax issues that arise in respect of a buyback. | Practice notes | Maintained |
| 34 | Share issues: tax An issue of shares may be structured in a number of ways. This note outlines the different structures and then considers the main tax issues by reference to each of the relevant taxes: corporation tax, capital gains tax, income tax, value added tax, stamp duty and stamp duty reserve tax. | Practice notes | Maintained |
| 35 | Stamp duty reserve tax This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 36 | Subordination This note examines the general principles of subordination, the different methods by which it can be achieved and its advantages both to borrowers and lenders. This note also contains links to a multi-jurisdictional guide to finance (which includes issues relating to subordination) and a detailed note on subordination in the United States. | Practice notes | Maintained |
| 37 | Tax legislation tracker: archive A document containing items formerly found in PLC Tax legislation trackers but that are now in force. | Practice notes | Maintained |
| 38 | Tax legislation tracker: finance A document tracking the development of certain notable pieces of proposed new legislation relating to finance taxation. | Practice notes | Maintained |
| 39 | Term sheets: introduction An introduction to term sheets in the context of loan finance transactions, including details of what they are used for. This note also considers what provisons are typically included in term sheets and the lender's and borrower's perspectives in drafting and negotiating term sheets. This note includes links to related resources such as standard documents, term sheets and commitment letters. It also includes a link to an introduction to bank loan term sheets in the US. | Practice notes | Maintained |
| 40 | Withholding tax This practice note is a summary of the UK withholding tax rules on payments of interest and certain other payments (such as annual payments, guarantee payments, patent royalties and other royalties). It considers when withholding arises (including when interest has a UK source and when it is "yearly interest" rather than "short interest"). It also considers exemptions, such as the Quoted eurobond exemption and exemption under double tax treaties, and outlines the effect of the EU savings tax directive. Further, it discusses documenting for withholding tax, including gross-up clauses, and accounting for tax withheld. | Practice notes | Maintained |