Practice Areas & Industries: Withers Bergman LLP


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Practice/Industry Group Overview

Our corporate finance team helps clients plan and implement complex and innovative corporate finance transactions.

In the US, our team provides advice to both US and overseas borrowers and lenders, in a wide range of debt financings and equity transactions. We work with our clients to understand their needs, identify potential financing sources, and to achieve their financing goals.

In the UK, we work on IPOs (both on the Main Market and on AIM), secondary issues from open offers, placings and rights issues, and public company takeovers, such as the US $270m takeover of KazakhGold. We have worked on over 50 IPOs and capital raisings on AIM and the main market in recent years.

We are increasingly acting for companies in the FSU and through our Hong Kong office in the PRC and the Asia-Pacific region. We offer advice on complex cross-border transactions for which we are able to call on our staff in offices round the world.

Recent work

  • Advising Peter Lammer and Jan Hruska, founders of Sophos plc, an IT security and data protection specialist, on its sale to Apax Partners. The transaction valued Sophos at $830m. Paul McGrath led the Withers team advising the founders with tax input from John Riches and Sophie Dworetzsky. We are increasingly acting for our entrepreneurial private clients on their business transactions and this is a notable example.
  • Advised Natalie Massenet, founder of online luxury fashion retailer Net-a-Porter, on its £350 million sale to Swiss luxury goods group Richemont.
  • Advising high net worth individual and related entities in the US in connection with $150 million bank loan secured by museum quality works of art.
  • Acting for a major international bank in the financing of six DC10 10 aircraft sold by a major US airline to a leasing company and then to Swedish limited partnerships.
  • Representing Dubin Clark & Company, Inc., as sponsor, Universal Trailer Corporation and certain other of its affiliates as borrowers and guarantors, respectively, in connection with (a) the refinancing of its senior secured and senior subordinated credit facilities and the entry into a $45,000,000 term loan and revolving credit facility with Dymas Funding Company, LLC as the administrative agent and (b) the acquisition of certain assets of Featherlite, Inc. effectuated through the entry into (i) a $109,000,000 term loan agreement with Dymas Funding Company, LLC as the administrative agent and sole lead arranger and (ii) a $35,000,000 revolving credit agreement with JP Morgan Chase Bank, NA., as the administrative agent.
  • Representing Credit Lyonnais, as lender, in connection with a US$375,000,000 construction and term loan senior secured facility provided to Tenaska Gateway Partners, Ltd. for the development, engineering, construction and operation of a 830MW gas-fired combined cycle generating plant in Rusk County, Texas.
  • Acting for a German agent bank in pre and post delivery finance for the acquisition of Panamanian vessels.
  • Represented many financial institutions on all forms of derivatives including interest rate and currency swaps and equity and credit derivatives. Clients have included JP Morgan Chase & Co., ING Barings, Societe Generale, Banque Nationale de Paris and the Royal Bank of Scotland.
  • Representing an affiliate of Huntsman Holdings LLC in the acquisition of the Vantico group of companies effected through a U.K. exchange offer for the outstanding senior notes of Vantico Group S.A., and the refinancing of approximately US$425,000,000 of additional indebtedness of the target. The acquiror issued US$350,000,000 of fixed and floating rate senior secured notes in a Rule 144A and Regulation S offering, and entered into a US$60,000,000 revolving credit facility. The transaction also involved a complex corporate restructuring of the acquired company affecting entities in 28 jurisdictions. 
  • Acting for Hightex Group plc and Radicle Projects plc on placings on the AIM market.
  • Acting for London-listed gold mining company KazakhGold on a partial offer from Russian gold miner Polyus Gold for a consideration of US $270 million. 
  • Advising Radicle Projects plc in the issue of a multi-tranche convertible bond offering to UK institutional investors.
  • Representing a US issuer in a PIPE transaction and follow-up registration involving the sale of common stock.