Large commercial law firms like Mayer Brown work on some of the biggest, most complex, and most high-profile deals out there - and the summer 2012 sale of toy retailer Hamleys was no exception.
This £60 million deal involved a world-famous market-leading asset, two very different legal systems, and a bankrupt government-owned bank as one of the sellers.
Getting a transaction like this one done requires collaboration between a number of lawyers with different specialisms, of different levels of superiority, and in different locations - plus co-operation with the client, lawyers at other firms, and other parties.
Here David Bates, a partner in Mayer Brown's corporate department, explains the deal from legal, commercial and practical perspectives, and how Mayer Brown lawyers worked together and with the other parties involved to bring the sale to a successful conclusion.
"We acted for Ludendo, France's leading privately-owned toy retailing group, who were acquiring Hamleys.
Before the acquisition took place, Hamleys was owned by a number of different shareholders - the principle one was Icelandic bank Landsbanki, but some private investors and members of the management team also held stakes.
For Ludendo, as a toy retailing specialist, Hamleys was a very interesting asset to add to its French toy business portfolio.
Hamleys is a renowned name in the UK toy business - pretty much everyone in the country knows about the flagship store on Regent Street - and the business also has an increasing number of international franchises and operations.
We in London got instructed to work on the deal through our Paris office. Ludendo's financial advisers put them in touch with a Mayer Brown partner in Paris who's a world-renowned expert on transactions of this kind, and our role in London grew out of that introduction.
So the deal is also good example of how well-regarded the firm is internationally, and how we use our network to generate work."
The lawyers involved
"Most of the Mayer Brown lawyers working on the deal were from three practice areas:
Corporate lawyers advised on the structuring of the acquisition deal and on how the Hamleys business would be owned in the future, and drafted the necessary related legal agreements.
Finance lawyers worked on the agreements between Ludendo and the banks who'd agreed to provide them with the money to finance the acquisition.
Tax lawyers advised on the tax aspects of both the corporate and finance sides of the deal.
London and Paris
Because there were both UK and French aspects to the transaction, it involved lawyers in Mayer Brown's London and Paris offices."
*Key issues *
"Seller Landsbanki was going through a bankruptcy process, and because of this it was a government-controlled entity at the time.
It meant that we had to work especially hard to get the deal agreed as Landsbanki was very restricted in how it could operate."
"It wasn't intended that Ludendo would be the only owner going forward - some of Hamleys' management team also held shares.
It was important for Ludendo that we made sure the terms of the deal would keep them involved and incentivised after the acquisition took place."
How trainees were involved
"On any deal, the work of trainees is crucial, but there's nothing worse for them than being kept in the dark and not understanding how what they're doing fits into the wider picture.
So we at Mayer Brown always make sure trainees have as much information and exposure as possible so that they can put what they're doing in context. You can learn a lot from watching more senior lawyers work, and seeing how points are handled and issues resolved.
On this deal we had trainees involved in all of the corporate, finance and tax work.
Their responsibilities included transaction management (collecting required documents and checking necessary steps have been completed) and drafting some of the legal documents that were used, such as corporate resolutions and board minutes."
Closing the deal
"The closing (the day a transaction is made legally effective) was pressurised because there were three elements that had to be finalised: the financing, the sale, and the arrangements between the shareholders going forward.
Financing enables a sale to happen and banks won't lend until they're sure that absolutely everything is in place so we had to ensure all the elements came together and at the same time.
That created some stress because it meant we had a number of different work paths to advance on simultaneously and a number of different teams of lawyers to co-ordinate.
But it wasn't a horrific, all-through-the-night closing. We started early in the morning and finished at about 5pm, having spent a lot of time in the days leading up to it getting everything as final and as organised as possible, so on the day it was largely a matter of collecting signatures.
At the signing ceremony, a Hamleys bear turned up! That is, a Hamleys employee brought one along for the photos, which was good fun - it was something that the company's management arranged as a surprise thank-you gesture. It was certainly the first signing I've been to with a 9-foot teddy!"
Perspective on the deal from the tax team
Ben Fryer, tax associate
"The deal involved a number of complex tax considerations. As well as helping to structure the acquisition, we in the tax team also carried out tax due diligence on Hamleys and negotiated the tax elements of the deal documentation, notably the tax promises given by the sellers to the buyers to offer some protection against historic tax risks in Hamleys' business.
We worked very closely with our colleagues and the client to make sure we were able to deliver informed and considered advice, and workable solutions."
Perspective on the deal from Paris
Olivier Aubouin, corporate partner in Mayer Brown's Paris office
"We coordinated the work of the Mayer Brown Paris and London teams, as well as that of another commercial law firm advising Ludendo on the deal in Paris and London.
This aspect was probably the most challenging part of the job and the most interesting as well. As French and English legal concepts and practices can be very different, we needed to take our respective experiences into consideration in order to understand each other."